CAPL

New in FY2025

• Risk Factors for additional regulations that impact our business: • We are subject to extensive government laws and regulations concerning store merchandise and operations, and the cost of compliance with such laws and regulations can be material. • We are subject to extensive government laws and regulations concerning our Topper Group employees, and the cost of compliance with such laws and regulations can be material. • We are subject to extensive federal, state and local environmental laws, and the cost of complying with such laws may be material. • A significant decrease in demand for motor fuel, including increased consumer preference for alternative motor fuels or improvements in fuel efficiency, in the areas we serve would reduce our ability to make distributions to our unitholders. • Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, operating results and financial condition. • Increased attention to environmental, social and governance matters and conservation measures may adversely impact our business.
• Human Capital The Partnership has no direct employees.
• As of December 31, 2025, 257 employees of the Topper Group provided management services to us under the Omnibus Agreement.
• In addition, 2,790 store employees of the Topper Group provided services at our company operated sites.
• Our human capital resources objectives include identifying, recruiting, retaining, incentivizing and integrating our existing and new employees.
• As a customer-centric company with a strong service culture, we constantly work to maintain our position as an employer of choice.
• This requires a commitment to workplace inclusion and safety, as well as competitive total compensation that meets the needs of Topper Group employees.
• Our talent management and succession plan process includes the identification of key positions based on current and future business strategies, the identification of potential successors and a plan for talent development.
• Risk Factor Summary Below is a summary of our risk factors: • We may not have sufficient distributable cash from operations to enable us to pay our quarterly distributions. • If we are unable to make acquisitions on economically acceptable terms, our future growth and ability to increase distributions to unitholders will be limited, and any acquisitions are subject to substantial risks. • Capital expenditures are subject to risks that could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders. • Volatility in crude oil and wholesale motor fuel costs affect our business, financial condition and results of operations and our ability to make distributions to unitholders. • Seasonality in wholesale motor fuel costs and sales, as well as merchandise sales, affect our business, financial condition and results of operations and our ability to make distributions to unitholders. • Both the wholesale motor fuel distribution and the retail motor fuel and convenience store industries are characterized by intense competition and fragmentation. • Changes in credit or debit card expenses could reduce our gross profit, especially on motor fuel sold at company-operated and commission agent retail sites. • New entrants or increased competition in the convenience store industry could result in reduced gross profits. • General economic, financial and political conditions that are largely out of our control could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders. • Changes in consumer behavior, preferences and travel as a result of changing economic conditions, labor strikes or otherwise could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders. • Broad-based business or economic disruptions caused by health crises could adversely affect our business, financial condition, results of operations or cash available for distribution to our unitholders. • A shortage of qualified labor could have a material adverse effect on our business and results of operations. • We are subject to extensive government laws and regulations concerning store merchandise, operations, Topper Group employees, environmental matters and product quality specifications of motor fuel that we distribute and sell.
• The cost of compliance with such laws and regulations may be material. • A significant decrease in demand for motor fuel, including increased consumer preference for alternative motor fuels or improvements in fuel efficiency, in the areas we serve would reduce our ability to make distributions to our unitholders. • Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, operating results and financial condition. • Increased attention to environmental, social and governance (“ESG”) matters and conservation measures may adversely impact our business. • Unfavorable weather conditions could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders. • We depend on four principal suppliers for the majority of our motor fuel and one principal supplier for our merchandise. • Negative events or developments associated with our branded suppliers could have an adverse impact on our revenues. • We rely on our suppliers to provide trade credit to adequately fund our ongoing operations. • We could be adversely affected by the creditworthiness and performance of our customers, suppliers and contract counterparties. • Pending or future litigation could adversely affect our financial condition and results of operations. • The dangers inherent in the storage and transport of motor fuel could cause disruptions and could expose us to potentially significant losses, costs or liabilities. • We depend on third-party transportation providers for the transportation of all of our motor fuel. • Our wholesale motor fuel sales are generated under contracts that must be renegotiated or replaced periodically. • We rely on our information technology systems, network infrastructure and software as a service providers to manage numerous aspects of our business and could be adversely affected by the failure to protect sensitive customer, Topper Group employee or the Partnership's vendor data. • Our debt levels and debt covenants may limit our flexibility in obtaining additional financing and in pursuing other business opportunities and our ability to make distributions to unitholders. • An increase in interest rates may cause the market price of our common units to decline and a significant increase in or prolonged period of relatively higher interest rates could adversely affect our ability to service our indebtedness. • We do not own all of the land on which our sites and certain facilities are located, which could result in increased costs and disruptions to our operations. • We may not be able to lease sites we own or sub-lease sites we lease on favorable terms. • We rely on DMI and other third parties to indemnify us for any costs or expenses that we incur for certain environmental liabilities and third-party claims. • The Topper Group controls us and may have conflicts of interest with us.
• Our Partnership Agreement does not require us to pay any distributions at all. • We rely on the employees of the Topper Group to provide key management services to our business pursuant to the Omnibus Agreement. • Our General Partner has limited liability regarding our obligations. • If we distribute a significant portion of our cash available for distribution to our partners, our ability to grow and make acquisitions could be limited. • Our Partnership Agreement replaces, eliminates and modifies, as applicable, the duties, including the fiduciary duties, of our General Partner, the Board or any committee thereof, and modifies the burden of proof in any action brought against the General Partner, the Board or any committee thereof. • Our General Partner’s affiliates, including the Topper Group, may compete with us. • Holders of our common units have limited voting rights. • Our General Partner interest or the control of our General Partner may be transferred to a third party without unitholder consent, and our General Partner has a call right that may require unitholders to sell their common units at an undesirable time or price. • The market price of our common units could be adversely affected by sales of substantial amounts of our common units in the public or private markets, including sales by the Topper Group or other large holders. • We may issue unlimited additional units without unitholder approval, which would dilute existing unitholder ownership interests, and our General Partner’s discretion in establishing cash reserves may reduce the amount of cash available for distribution to unitholders. • Our Partnership Agreement restricts the voting rights of unitholders owning 20% or more of our common units. • Management fees and cost reimbursements due to our General Partner and the Topper Group for services provided to us or on our behalf will reduce cash available for distribution to our unitholders. • Our tax treatment depends in large part on our status as a partnership for U.S. federal income tax purposes. • We have subsidiaries that are treated as corporations for U.S. federal income tax purposes and are subject to entity-level U.S. federal, state and local income and franchise tax. • The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis. • Our unitholders are required to pay taxes on their share of income from us even if they do not receive any cash distributions from us. • Unitholders may be subject to limitations on their ability to deduct interest expense incurred by us. • Tax gain or loss on the disposition of our common units could be more or less than expected. • Tax-exempt organizations and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them. • Our unitholders are subject to state and local income taxes and return filing requirements in states and localities where they do not live as a result of investing in our common units. • We will treat each purchaser of our common units as having the same tax characteristics on a per-unit basis without regard to the actual common units purchased. • We prorate our items of income, gain, loss and deduction for U.S. federal income tax purposes and allocate them between transferors and transferees of our common units each month based upon the ownership of our common units on the first business day of each month and as of the opening of the applicable exchange on which our common units are listed, instead of on the basis of the date a particular common unit is transferred. • If a unitholder loans their common units to a short seller to cover a short sale of common units, they may be considered to have disposed of those common units for U.S. federal income tax purposes. • We have adopted certain valuation methodologies that may result in a shift of income, gain, loss and deduction between our General Partner and the unitholders. • If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it (and some states) may assess and collect any resulting taxes (including any applicable penalties and interest) directly from us, in which case we may require our unitholders and former unitholders to reimburse us for such taxes (including any applicable penalties or interest) or, if we are required to bear such payment, our cash available for distribution to our unitholders might be substantially reduced.
• In addition, the actual amount of cash we will have available for distribution will depend on other factors such as: • the level and timing of capital expenditures we make; • the level and timing of sales of sites in connection with our real estate optimization plan; • the restrictions contained in our credit facilities; • requirements under agreements related to our debt and preferred membership interests and other liabilities; • the cost of acquisitions, if any; • fluctuations in our working capital needs; • our ability to borrow under the Credit Facility and access capital markets on favorable terms, or at all; and • the amount, if any, of cash reserves established by our General Partner in its discretion.
• We may be unable to make accretive acquisitions for any of the following reasons: • we are unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts for them; • we are unable to raise financing for such acquisitions on economically acceptable terms, for example, if the market price for our common units declines or if we are unable to raise additional debt capital; • we are outbid by competitors; or • we or the seller are unable to obtain any necessary consents.
• Capital expenditures are subject to risks that could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders.
• Our capital expenditures involve potential risks, particularly performance from the related assets that is below the forecasts we used in evaluating the capital expenditure.
• We may face unforeseen challenges in operating the related assets or new competition that was not previously anticipated.
• In addition, we could incur higher than anticipated costs due to inflation or unforeseen costs.
• Such events for larger capital projects could have a material adverse effect on our business, financial condition, results of operations and cash available for distribution to our unitholders.
• For 2025, motor fuel revenues accounted for 87% of our total revenues and motor fuel gross profit accounted for 55% of total gross profit.
• Volatility in the price of crude oil, and subsequently wholesale motor fuel prices, is caused by many factors, including general political, regulatory and economic conditions, acts of war, including as a result of the conflict in Ukraine or in the Middle East, geopolitical developments around Venezuela and Greenland, terrorism or armed conflict, instability in oil producing regions, particularly in the Middle East and South America, and the value of U.S. dollars relative to other foreign currencies, particularly those of oil producing nations.
• Both the wholesale motor fuel distribution and the retail motor fuel and convenience store industries are characterized by intense competition and fragmentation, and our failure to effectively compete could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders.
• The markets for distribution of wholesale motor fuel and the sale of retail motor fuel and convenience products and services are highly competitive and fragmented, which results in narrow margins.
• Changes in credit or debit card expenses could reduce our gross profit, especially on motor fuel sold at company-operated and commission agent retail sites.
• A significant portion of sales at our company-operated and commission agent retail sites typically involve payment using credit or debit cards.
• Also, given the expansion of our retail business in recent years, a greater proportion of our sales is subject to such fees relative to prior years.
• We are required to comply with federal and state financial responsibility requirements to demonstrate that we have the ability to pay for remediation or to compensate third parties for damages incurred as a result of a release of regulated materials from our USTs.
• We meet these requirements primarily by maintaining insurance, which we purchase from private insurers.
• A number of new legal incentives, regulatory requirements and executive initiatives, including the Clean Power Plan (“CPP”), the Affordable Clean Energy (“ACE”) rule that the Environmental Protection Agency (the “EPA”) has proposed to replace the CPP, the Corporate Average Fuel Economy ("CAFE") regulations issued by the U.S.
• National Highway Traffic Safety Administration that set fuel economy standards for fleets and various government subsidies such as the extension of certain tax credits for renewable energy, have made these alternative forms of energy and electric vehicles more competitive.
• In 2025, our wholesale business purchased approximately 79% of its motor fuel from four suppliers and our retail business purchased approximately 53% of its merchandise from one supplier.
• As of December 31, 2025, we had outstanding accounts receivable totaling $29 million.
• In addition, at lessee dealer sites, although the lessee dealer owns the fuel inventory stored in the storage tanks, we own the storage tanks and lease them to the lessee dealer.
• Our wholesale motor fuel sales are generated under contracts that must be renegotiated or replaced periodically.
• Our wholesale motor fuel sales are generated under contracts that must be periodically renegotiated or replaced.
• As of December 31, 2025, we had $692.3 million of total debt and $227.8 million of availability under the Credit Facility.
• Borrowings under the Credit Facility bear interest at variable rates, subject to interest rate swap contracts we entered into to hedge future changes in variable rates.
• The interest rate on the Credit Facility is variable; therefore, we have exposure to movements in interest rates, subject to our interest rate swap contracts.
• The Credit Facility contains operating and financial restrictions that may limit our business, financing activities and ability to make distributions to unitholders.
• The operating and financial restrictions and covenants in the Credit Facility and any future financing agreements could adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities.
• Our Credit Facility limits our ability to pay distributions upon the occurrence of the following events, among others: • failure to pay any principal when due or failure to pay any interest, fees or other amounts owed under our credit facility when due, subject to any applicable grace period; • failure of any representation or warranty in our credit agreement to be true and correct, and the failure of any representation or warranty in any other agreement delivered in connection with our credit facility to be true and correct in any material respect; • failure to perform or otherwise comply with the covenants in our credit facility or in other loan documents beyond the applicable notice and grace period; • any default in the performance of any obligation or condition beyond the applicable grace period relating to any other indebtedness of more than certain thresholds; • failure of the lenders to have a perfected first priority security interest in the collateral pledged by any loan party; • the entry of one or more judgments in excess of certain thresholds, to the extent any payments pursuant to the judgment are not covered by insurance; • a change in ownership or control of our General Partner or us; • a violation of the Employee Retirement Income Security Act of 1974, or “ERISA;” and • a bankruptcy or insolvency event involving us or any of our subsidiaries.

and 15 more.

Gone since FY2024

• Risk Factor Summary Below is a summary of our risk factors: • We may not have sufficient distributable cash from operations to enable us to pay our quarterly distributions. • If we are unable to make acquisitions on economically acceptable terms, our future growth and ability to increase distributions to unitholders will be limited, and any acquisitions are subject to substantial risks. • Volatility in crude oil and wholesale motor fuel costs affect our business, financial condition and results of operations and our ability to make distributions to unitholders. • Seasonality in wholesale motor fuel costs and sales, as well as merchandise sales, affect our business, financial condition and results of operations and our ability to make distributions to unitholders. • Both the wholesale motor fuel distribution and the retail motor fuel industries are characterized by intense competition and fragmentation. • Changes in credit or debit card expenses could reduce our gross profit, especially on motor fuel sold at company-operated retail sites. • New entrants or increased competition in the convenience store industry could result in reduced gross profits. • General economic, financial and political conditions that are largely out of our control could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders. • Changes in consumer behavior, preferences and travel as a result of changing economic conditions, labor strikes or otherwise could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders. • Broad-based business or economic disruptions caused by health crises could adversely affect our business, financial condition, results of operations or cash available for distribution to our unitholders. • A shortage of qualified labor could have a material adverse effect on our business and results of operations. • We are subject to extensive government laws and regulations concerning store merchandise, operations, Topper Group employees, environmental matters and product quality specifications of motor fuel that we distribute and sell.
• The cost of compliance with such laws and regulations may be material. • A significant decrease in demand for motor fuel, including increased consumer preference for alternative motor fuels or improvements in fuel efficiency, in the areas we serve would reduce our ability to make distributions to our unitholders. • Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, operating results and financial condition. • Increased attention to environmental, social and governance (“ESG”) matters and conservation measures may adversely impact our business. • Unfavorable weather conditions could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders. • We depend on four principal suppliers for the majority of our motor fuel and one principal supplier for our merchandise. • Negative events or developments associated with our branded suppliers could have an adverse impact on our revenues. • We rely on our suppliers to provide trade credit to adequately fund our ongoing operations. • We could be adversely affected by the creditworthiness and performance of our customers, suppliers and contract counterparties. • Pending or future litigation could adversely affect our financial condition and results of operations. • The dangers inherent in the storage and transport of motor fuel could cause disruptions and could expose us to potentially significant losses, costs or liabilities. • We depend on third-party transportation providers for the transportation of all of our motor fuel. • Our motor fuel sales are generated under contracts that must be renegotiated or replaced periodically. • We rely on our information technology systems, network infrastructure and software as a service providers to manage numerous aspects of our business and could be adversely affected by the failure to protect sensitive customer, Topper Group employee or the Partnership's vendor data. • Our debt levels and debt covenants may limit our flexibility in obtaining additional financing and in pursuing other business opportunities and our ability to make distributions to unitholders. • An increase in interest rates may cause the market price of our common units to decline and a significant increase in or prolonged period of relatively higher interest rates could adversely affect our ability to service our indebtedness. • We do not own all of the land on which our sites and certain facilities are located, which could result in increased costs and disruptions to our operations. • We may not be able to lease sites we own or sub-lease sites we lease on favorable terms. • We rely on DMI and other third parties to indemnify us for any costs or expenses that we incur for certain environmental liabilities and third-party claims. • The Topper Group controls us and may have conflicts of interest with us.
• Our Partnership Agreement does not require us to pay any distributions at all. • We rely on the employees of the Topper Group to provide key management services to our business pursuant to the Omnibus Agreement. • Our General Partner has limited liability regarding our obligations. • If we distribute a significant portion of our cash available for distribution to our partners, our ability to grow and make acquisitions could be limited. • Our Partnership Agreement replaces, eliminates and modifies, as applicable, the duties, including the fiduciary duties, of our General Partner, the Board or any committee thereof, and modifies the burden of proof in any action brought against the General Partner, the Board or any committee thereof. • Our General Partner’s affiliates, including the Topper Group, may compete with us. • Holders of our common units have limited voting rights. • Our General Partner interest or the control of our General Partner may be transferred to a third party without unitholder consent, and our General Partner has a call right that may require unitholders to sell their common units at an undesirable time or price. • The market price of our common units could be adversely affected by sales of substantial amounts of our common units in the public or private markets, including sales by the Topper Group or other large holders. • We may issue unlimited additional units without unitholder approval, which would dilute existing unitholder ownership interests, and our General Partner’s discretion in establishing cash reserves may reduce the amount of cash available for distribution to unitholders. • Our Partnership Agreement restricts the voting rights of unitholders owning 20% or more of our common units. • Management fees and cost reimbursements due to our General Partner and the Topper Group for services provided to us or on our behalf will reduce cash available for distribution to our unitholders. • Our tax treatment depends in large part on our status as a partnership for U.S. federal income tax purposes. • We have subsidiaries that are treated as corporations for U.S. federal income tax purposes and are subject to entity-level U.S. federal, state and local income and franchise tax. • The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis. • Our unitholders are required to pay taxes on their share of income from us even if they do not receive any cash distributions from us. • Unitholders may be subject to limitation on their ability to deduct interest expense incurred by us. • Tax gain or loss on the disposition of our common units could be more or less than expected. • Tax-exempt organizations and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them. • Our unitholders are subject to state and local income taxes and return filing requirements in states and localities where they do not live as a result of investing in our common units. • We will treat each purchaser of our common units as having the same tax characteristics on a per-unit basis without regard to the actual common units purchased. • We prorate our items of income, gain, loss and deduction for U.S. federal income tax purposes and allocate them between transferors and transferees of our common units each month based upon the ownership of our common units on the first business day of each month and as of the opening of the applicable exchange on which our common units are listed, instead of on the basis of the date a particular common unit is transferred. • If a unitholder loans their common units to a short seller to cover a short sale of common units, they may be considered to have disposed of those common units for U.S. federal income tax purposes. • We have adopted certain valuation methodologies that may result in a shift of income, gain, loss and deduction between our General Partner and the unitholders. • If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it (and some states) may assess and collect any resulting taxes (including any applicable penalties and interest) directly from us, in which case we may require our unitholders and former unitholders to reimburse us for such taxes (including any applicable penalties or interest) or, if we are required to bear such payment, our cash available for distribution to our unitholders might be substantially reduced.
• In addition, the actual amount of cash we will have available for distribution will depend on other factors such as: • the level and timing of capital expenditures we make; • the level and timing of sales of sites in connection with our real estate optimization plan; • the restrictions contained in our credit facilities; • our debt service requirements and other liabilities; • the cost of acquisitions, if any; • fluctuations in our working capital needs; • our ability to borrow under the CAPL Credit Facility and access capital markets on favorable terms, or at all; and • the amount, if any, of cash reserves established by our General Partner in its discretion.
• We may be unable to make accretive acquisitions for any of the following reasons: • we are unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts for them; • we are unable to raise financing for such acquisitions on economically acceptable terms, for example, if the market price for our common units declines; • we are outbid by competitors; or • we or the seller are unable to obtain any necessary consents.
• For 2024, motor fuel revenues accounted for 88% of our total revenues and motor fuel gross profit accounted for 54% of total gross profit.
• Volatility in the price of crude oil, and subsequently wholesale motor fuel prices, is caused by many factors, including general political, regulatory and economic conditions, acts of war, including as a result of the conflict in Ukraine or in the Middle East, terrorism or armed conflict, instability in oil producing regions, particularly in the Middle East and South America, and the value of U.S. dollars relative to other foreign currencies, particularly those of oil producing nations.
• Both the wholesale motor fuel distribution and the retail motor fuel industries are characterized by intense competition and fragmentation, and our failure to effectively compete could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders.
• The markets for distribution of wholesale motor fuel and the sale of retail motor fuel are highly competitive and fragmented, which results in narrow margins.
• Changes in credit or debit card expenses could reduce our gross profit, especially on motor fuel sold at company-operated retail sites.
• A significant portion of sales at our company-operated retail sites typically involve payment using credit or debit cards.
• A number of new legal incentives, regulatory requirements and executive initiatives, including the Clean Power Plan (“CPP”), the Affordable Clean Energy (“ACE”) rule that the Environmental Protection Agency (the “EPA”) has proposed to replace the CPP, and various government subsidies such as the extension of certain tax credits for renewable energy, have made these alternative forms of energy and electric vehicles more competitive.
• In 2024, our wholesale business purchased approximately 81% of its motor fuel from four suppliers and our retail business purchased approximately 50% of its merchandise from one supplier.
• As of December 31, 2024, we had outstanding accounts receivable totaling $32 million.
• Our motor fuel sales are generated under contracts that must be renegotiated or replaced periodically.
• Our motor fuel sales are generated under contracts that must be periodically renegotiated or replaced.
• As of December 31, 2024, we had $767.5 million of total debt and $68.9 million of availability under our revolving CAPL Credit Facility.
• Borrowings under the CAPL Credit Facility bear interest at variable rates, subject to interest rate swap contracts we entered into to hedge future changes in variable rates.
• The interest rate on the CAPL Credit Facility is variable; therefore, we have exposure to movements in interest rates, subject to our interest rate swap contracts.
• The CAPL Credit Facility contains operating and financial restrictions that may limit our business, financing activities and ability to make distributions to unitholders.
• The operating and financial restrictions and covenants in the CAPL Credit Facility and any future financing agreements could adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities.
• Our CAPL Credit Facility limits our ability to pay distributions upon the occurrence of the following events, among others: • failure to pay any principal when due or failure to pay any interest, fees or other amounts owed under our credit facility when due, subject to any applicable grace period; • failure of any representation or warranty in our credit agreement to be true and correct, and the failure of any representation or warranty in any other agreement delivered in connection with our credit facility to be true and correct in any material respect; • failure to perform or otherwise comply with the covenants in our credit facility or in other loan documents beyond the applicable notice and grace period; • any default in the performance of any obligation or condition beyond the applicable grace period relating to any other indebtedness of more than certain thresholds; • failure of the lenders to have a perfected first priority security interest in the collateral pledged by any loan party; • the entry of one or more judgments in excess of certain thresholds, to the extent any payments pursuant to the judgment are not covered by insurance; • a change in ownership or control of our General Partner or us; • a violation of the Employee Retirement Income Security Act of 1974, or “ERISA;” and • a bankruptcy or insolvency event involving us or any of our subsidiaries.
• In addition, the CAPL Credit Facility includes specified restrictions on our ability to make distributions.
• There are no limitations in our Partnership Agreement or our CAPL Credit Facility on our ability to issue additional common units, provided there is no default under the CAPL Credit Facility.
• As of February 21, 2025, the Topper Group beneficially owned approximately 38.6% of our outstanding common units.
• As of February 21, 2025, we had 38,059,702 common units outstanding.
• First, a partnership is exempt from U.S. federal income tax, and the partnership’s income is instead allocated to the partners for inclusion on their tax returns.
• Second, under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, and before January 1, 2026, the partner may also deduct from the partnership’s taxable income allocable to such partner an amount equal to 20% of such qualified business income (subject to certain limits), resulting in a lower effective tax rate for the partner with respect to the partnership’s income.
• We may elect to conduct additional operations through these corporate subsidiaries in the future.
• These corporate subsidiaries are subject to corporate-level taxes at the corporate tax rate, which is currently 21% for federal taxes, and will also likely be subject to state (and possibly local) income tax at varying rates, on their taxable income.
• Any such entity level taxes will reduce the cash available for distribution to us and, in turn, to unitholders.
• Any contest with the IRS may materially and adversely impact the market for our common units and the price at which they trade.
• In addition, the costs of any contest with the IRS, which will be borne indirectly by our unitholders and our General Partner, will result in a reduction in cash available for distribution.
• Unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.
• Distributions per common unit in excess of a unitholder’s allocable share of our net taxable income result in a decrease in that unitholder’s tax basis in its common units.
• The amount of this decreased tax basis, with respect to the units sold will, in effect, become taxable income to that unitholder, if that unitholder sells such units at a price greater than that unitholder’s tax basis in those units, even if the sales price received is less than the original cost.
• The Department of the Treasury and the IRS have issued final regulations providing guidance on the application of these rules for transfers of certain publicly traded partnership interests, including transfers of our common units, that are generally applicable to transfers occurring on or after January 1, 2023.
• In addition to U.S. federal income taxes, our unitholders will likely be subject to other taxes, such as state and local income taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we do business or own property, even if they do not live in any of those jurisdictions.
• Our unitholders will likely be required to file state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions.