Acquisitions

9 Months Ended

Jan. 31, 2021

Business Combinations [Abstract]

Acquisitions

Acquisitions

On November 8, 2020, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with (a) Buck’s, Inc., a Nebraska corporation, Chicago SPE (N), Inc., a Delaware corporation, Buchanan Energy (N), LLC, a Delaware limited liability company, Buchanan Energy (S), LLC, a Delaware limited liability company, Buck’s Inc. of Collinsville, a Nebraska corporation, and C.T. Jewell Company, Inc., a Nebraska corporation, and Buck’s Intermediate Holdings, LLC, a Nebraska limited liability company (each of the foregoing entities is a “Seller Company”, and all of the foregoing companies collectively are the “Seller Companies”); (b) Buck’s Holdco, Inc., a Nebraska corporation (the “Seller”); and (c) Steven Buchanan and certain other shareholders and members. Pursuant to the terms of the Purchase Agreement, following restructuring of the Seller Companies and Seller for tax purposes, the Company will acquire all of the Seller’s equity of Buck’s Intermediate, which at closing will own 100% of the limited liability company interests of the remaining Seller Companies, for an aggregate purchase price in cash of $580 million (subject to customary post-closing adjustments).

The closing of the acquisition is conditioned upon the satisfaction of customary closing conditions, including, among others: (w) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"), as amended; (x) the accuracy of the representations and warranties of each party to the Purchase Agreement as of the closing; (y) the performance in all material respects by the parties of their respective covenants under the Purchase Agreement, including receipt of certain consents; and (z) in the case of the Seller Companies, the absence of any material adverse effect since the date of the Purchase Agreement.

The Company and Buchanan Energy have received a Request for Additional Information from the Federal Trade Commission (“FTC”). The effect of the request is to extend the anticipated closing date, which was initially expected to occur in late calendar year 2020. Casey’s continues to cooperate with the FTC and does not expect its review to have a material impact on the acquisition.

The Company intends to finance the proposed transaction with a combination of cash on hand, the Revolving Facility, and the Term Loan Facility.