A recent 13D filing with the Securities and Exchange Commission revealed that billionaire Mario Gabelli‘s GAMCO Investors and its affiliates own in aggregate 3.76 million shares of Cst Brands Inc. (NYSE:CST), which account for 5.0% of the company’s outstanding stock. Out of the aggregate amount, GAMCO solely owns 2.04 million shares, which amass 2.70% of the float. This represents a slight increase to GAMCO’s stake, as it disclosed holding just under 2.00 million shares in its latest 13F filing for the end of March, while Gabelli Funds reported holding 1.65 million shares.
Cst Brands (NYSE:CST) is a holding company that sells motor fuel, food, and convenience merchandise. Over the past 12 months, the company’s shares have gained 13.08%. For the first quarter of 2016, Cst Brands (NYSE:CST) reported earnings per share of $0.27 and revenue of $2.03 billion, versus estimates of $0.22 and $2.30 billion, respectively. Recently, the company announced that it has signed an agreement for selling its California and Wyoming-based stores and its subsidiary, SEI Fuel Services, Inc, to 7-Eleven, at a price of $408 million.
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The number of hedge funds in our database long Cst Brands (NYSE:CST) increased by five in the first quarter; at the end of March, the company was in 28 hedge funds’ portfolios. David Cohen and Harold Levy’s Iridian Asset Management held the most valuable position, worth around $287.9 million, while the second-largest position was reported by Alan Fournier’s Pennant Capital Management, worth around $115.2 million. Other investors with long positions in the stock were D E Shaw, founded by David E. Shaw, Paul Marshall and Ian Wace’s Marshall Wace LLP, and Jim Simons’ Renaissance Technologies.
Among investors who initiated new positions in Cst Brands (NYSE:CST) during the quarter were Andrew Goldman’s Seven Locks Capital Management and Isaac Corre’s Governors Lane, which invested $16.2 million and $15.7 million, respectively. Other investors with similar fresh bullishness on this stock during the quarter were Curtis Schenker and Craig Effron’s Scoggin, Jamie Zimmerman’s Litespeed Management, and Steve Cohen’s Point72 Asset Management.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Gabelli Funds | 1,567,500 | 1,567,500 | 1,567,500 | 2.07% | ||
| GAMCO Asset Management Inc. I.D. No. 13-40445 | 1,947,388 | 2,040,588 | 2,040,588 | 2.7% | ||
| Gabelli Securities, Inc. I.D. No. 13-3379374 | 68,970 | 68,970 | 68,970 | 0.09% | ||
| Gabelli Foundation, Inc. I.D. No. 94 | 15,000 | 15,000 | 15,000 | 0.02% | ||
| GGCP, Inc. I.D. No. 13-3056041 | 0.00% | |||||
| GAMCO Investors, Inc. I.D. No. 13-400786 | 2,075 | 2,075 | 2,075 | 0.00% | ||
| Associated Capital Group, Inc. I.D. No. 47-3965991 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | 0.00% | |||||
| Mario J. Gabelli | 65,709 | 65,709 | 65,709 | 0.09% |
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Page 1 of 18 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CST Brands, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
________12646R105_________
(CUSIP Number)
David Goldman
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
______________________ June 2, 2016________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
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Page 2 of 18 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Funds, LLC I.D. No. 13-4044523 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) 00-Funds of investment advisory clients | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization New York | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 1,567,500 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 1,567,500 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 1,567,500 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) | ||
| 13 | Percent of class represented by amount in row (11) 2.07% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) IA, CO | ||
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Page 3 of 18 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Asset Management Inc. I.D. No. 13-4044521 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) 00-Funds of investment advisory clients | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization New York | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 1,947,388 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 2,040,588 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 2,040,588 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) | ||
| 13 | Percent of class represented by amount in row (11) 2.7% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) IA, CO | ||
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Page 4 of 18 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Securities, Inc. I.D. No. 13-3379374 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) 00 – Client funds | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization Delaware | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 68,970 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 68,970 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 68,970 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) | ||
| 13 | Percent of class represented by amount in row (11) 0.09% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO, IA | ||
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Page 5 of 18 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Foundation, Inc. I.D. No. 94-2975159 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) WC | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization NV | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 15,000 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 15,000 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 15,000 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) | ||
| 13 | Percent of class represented by amount in row (11) 0.02% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) 00-Private Foundation | ||
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Page 6 of 18 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) GGCP, Inc. I.D. No. 13-3056041 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) None | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization Wyoming | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power None (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power None (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person None (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.00% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO | ||
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Page 7 of 18 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Investors, Inc. I.D. No. 13-4007862 | ||
| Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | |||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) WC | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization Delaware | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 2,075 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 2,075 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 2,075 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.00% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO | ||
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Page 8 of 18 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Associated Capital Group, Inc. I.D. No. 47-3965991 | ||
| Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | |||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) None | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization Delaware | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power None (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power None (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person None (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.00% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO | ||
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Page 9 of 18 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Mario J. Gabelli | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) Private Funds | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization USA | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 65,709 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 65,709 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 65,709 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.09% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) IN | ||
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Page 10 of 18 – SEC Filing
Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D relates is the Common Stock of CST Brands, Inc. (the “Issuer”), a Delaware corporation with principal offices located at One Valero Way, Building D, Suite 200, San Antonio, Texas 78249.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he
directly or indirectly controls or for which he acts as chief investment officer. These entities, except for LICT Corporation (“LICT), CIBL, Inc. (“CIBL”) and ICTC Group, Inc. (“ICTC”), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the equivalent of various private investment partnerships or private funds. Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) – This statement is being filed by one or more of the following persons: GGCP, Inc. (“GGCP”), GGCP Holdings LLC (“GGCP Holdings”), GAMCO Investors, Inc. (“GBL”), Associated Capital Group, Inc. (“AC”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), G.research, LLC (“G.research”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), MJG-IV Limited Partnership (“MJG-IV”), Mario Gabelli, LICT, CIBL and ICTC. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL and AC. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GSI, a majority-owned subsidiary of AC, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GSI may purchase or sell securities for its own account. GSI is a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., Gabelli Japanese Value Partners L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., GAMCO Long/Short Equity Fund, L.P., Gabelli Multimedia Partners, L.P, Gabelli International Gold Fund Limited and Gabelli Green Long/Short Fund, L.P.
G.research, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The GAMCO Mathers Fund, The Gabelli Focus Five Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli Healthcare & Wellness Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Value Plus+ Trust, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd. (collectively, the “Funds”), which are registered investment companies. Gabelli Funds is also the investment adviser to The GAMCO International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood Mighty Mitessm Fund, The TETON Westwood Income Fund, The TETON Westwood SmallCap Equity Fund, and The TETON Westwood Mid-Cap Equity Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.
LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new business ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of LICT.
ICTC is a holding company with subsidiaries in voice, broadband and other telecommunications services, primarily in the rural telephone industry. ICTC makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of ICTC.
CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. CIBL actively pursues new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.
Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. He is the Executive Chairman and Chief Executive Officer of AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.
MJG-IV is a family partnership in which Mario Gabelli is the general partner. Mario Gabelli has less than a 100% interest in MJG-IV. MJG-IV makes investments for its own account. Mario Gabelli disclaims ownership of the securities held by MJG-IV beyond his pecuniary interest.
The Reporting Persons do not admit that they constitute a group.
GAMCO and G.research are New York corporations and GBL, AC, GSI, and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501. ICTC Group Inc. is a Delaware corporation having its principal place of business as 556 Main Street, Nome, North Dakota 58062.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(d) – Not applicable.
(e) – Not applicable.
(f) – Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used an aggregate of approximately $129,451,006 to purchase the Securities reported as beneficially owned in Item 5. GAMCO and Gabelli Funds used approximately $71,076,860 and $53,123,688, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the Securities for such clients. GSI used approximately $2,563,543 of client funds to purchase the Securities reported by it. Mario Gabelli used approximately $2,147,413 of private funds to purchase the Securities reported by him. GBL used approximately $75,911 of working capital to purchase the Securities reported by it. Foundation used approximately $463,591 of funds of a private entity to purchase the Securities reported by it.
Item 4. Purpose of Transaction
Each of the Reporting Persons has purchased and holds the Securities reported by it for investment for one or more accounts over which it has shared, sole, or both investment and/or voting power, for its own account, or both.
The Reporting Persons are engaged in the business of securities analysis and investment. The Reporting Persons analyze the operations, capital structure and markets of companies in which they invest, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). As a result of these analytical activities one or more of the Reporting Persons may issue analysts reports, participate in interviews or hold discussions with third parties, with management or with Directors in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder values. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D including, without limitation, such matters as disposing of one or more businesses, selling the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting, certain types of anti-takeover measures and restructuring the company’s capitalization or dividend policy.
Each of the Reporting Persons intends to adhere to the foregoing investment philosophy with respect to the Issuer. However, none of the Reporting Persons intends to seek control of the Issuer or participate in the management of the Issuer, and any Reporting Person that is registered as an investment company under the Company Act will participate in such a transaction only following receipt of an exemption from the SEC under Rule 17d-1 under the Company Act, if required, and in accordance with other applicable law. In pursuing this investment philosophy, each Reporting Person will continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer’s securities in particular, other developments and other investment opportunities, as well as the investment objectives and diversification requirements of its shareholders or clients and its fiduciary duties to such shareholders or clients. Depending on such assessments, one or more of the Reporting Persons may acquire additional Securities or may determine to sell or otherwise dispose of all or some of its holdings of Securities. Although the Reporting Persons share the same basic investment philosophy and although most portfolio decisions are made by or under the supervision of Mario Gabelli, the investment objectives and diversification requirements of various clients differ from those of other clients so that one or more Reporting Persons may be acquiring Securities while others are disposing of Securities.
With respect to voting of the Securities, the Reporting Persons have adopted general voting policies relating to voting on specified issues affecting corporate governance and shareholder values. Under these policies, the Reporting Persons generally vote all securities over which they have voting power in favor of cumulative voting, financially reasonable golden parachutes, one share one vote, management cash incentives and pre-emptive rights and against greenmail, poison pills, supermajority voting, blank check preferred stock and super-dilutive stock options. Exceptions may be made when management otherwise demonstrates superior sensitivity to the needs of shareholders. In the event that the aggregate voting position of all Reporting Persons exceeds 25% of the total voting position of the Issuer, one or more of the filing persons may transfer voting and/or dispositive power over shares to independent committees of directors or the owners of such shares. Such committees vote and/or consider disposition of such shares independently of the Reporting Persons.
Each of the Covered Persons who is not a Reporting Person has purchased the Securities reported herein as beneficially owned by him for investment for his own account or that of one or more members of his immediate family. Each such person may acquire additional Securities or dispose of some or all of the Securities reported herein with respect to him.
Other than as described above, none of the Reporting Persons and none of the Covered Persons who is not a Reporting Person has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number of Securities to which this Schedule 13D relates is 3,759,842 shares, representing 5.0% of the 75,690,472 shares outstanding as reported in the Issuer’s most recently filed Form 10-Q for the quarterly period ended March 31, 2016. The Reporting Persons beneficially own those Securities as follows:
| Name | Shares of Common Stock | % of Class of Common |
| GAMCO Gabelli Funds GSI MJG GBL Foundation | 2,040,588 1,567,500 68,970 65,709 2,075 15,000 | 2.70% 2.07% 0.09% 0.09% 0.00% 0.02% |
Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GSI is deemed to have beneficial ownership of the Securities owned beneficially by G.research. AC, GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 93,200 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(d) The investment advisory clients of, or partnerships managed by, GAMCO, Gabelli Funds, Teton Advisors and MJG Associates have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts and partnership arrangements, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities beneficially owned by such Reporting Persons on behalf of such clients or partnerships. Except as noted, no such client or partnership has an interest by virtue of such relationship that relates to more than 5% of the Securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The powers of disposition and voting of Gabelli Funds, Teton Advisors, GAMCO, GSI and MJG Associates with respect to Securities owned beneficially by them on behalf of their investment advisory clients, and of MJG Associates and GSI with respect to Securities owned beneficially by them on behalf of the partnerships or corporations which they directly or indirectly manage, are held pursuant to written agreements with such clients, partnerships and funds.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is attached hereto. The following Exhibit B is incorporated by reference to Exhibit B in the Initial Schedule 13D of the Reporting Persons with respect to Lincare Holdings Inc.
| Exhibit A: | Joint Filing Agreement |
| Exhibit B: | Powers of Attorney to David M. Goldman and Douglas R. Jamieson from Mario J. Gabelli individually and/or as an executive officer or director of any entity of which Mr. Gabelli serves. |
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Page 11 of 18 – SEC Filing
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 2, 2016
GGCP, INC.
MARIO J. GABELLI
GABELLI FOUNDATION, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Attorney-in-Fact
ASSOCIATED CAPITAL GROUP, INC.
By:/s/ Kevin Handwerker
Kevin Handwerker
General Counsel & Secretary – Associated Capital Group, Inc.
GAMCO ASSET MANAGEMENT INC.
GAMCO INVESTORS, INC.
GABELLI SECURITIES, INC.
GABELLI FUNDS, LLC
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
President & Chief Operating Officer – GAMCO Investors, Inc.
President – GAMCO Asset Management Inc.
President – Gabelli Securities, Inc.
President & Chief Operating Officer of the sole member of
Gabelli Funds, LLC
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Page 12 of 18 – SEC Filing
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as follows:
| The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., G.research, Inc., Teton Advisors, Inc., Associated Capital Group, Inc. or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D. |
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Page 13 of 18 – SEC Filing
| GAMCO Investors, Inc. Directors: | |
| Edwin L. Artzt Raymond C. Avansino | Former Chairman and Chief Executive Officer Procter & Gamble Company 900 Adams Crossing Cincinnati, OH 45202 Chairman & Chief Executive Officer E.L. Wiegand Foundation 165 West Liberty Street Reno, NV 89501 |
| Mario J. Gabelli Elisa M. Wilson | Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. Director c/o GAMCO Investors, Inc. One Corporate Center Rye, NY 10580 |
| Eugene R. McGrath | Former Chairman and Chief Executive Officer Consolidated Edison, Inc. 4 Irving Place New York, NY 10003 |
| Robert S. Prather | President & Chief Executive Officer Heartland Media, LLC 1843 West Wesley Road Atlanta, GA 30327 |
| Officers: | |
| Mario J. Gabelli | Chairman and Chief Executive Officer |
| Douglas R. Jamieson Henry G. Van der Eb Bruce N. Alpert Agnes Mullady Kevin Handwerker | President and Chief Operating Officer Senior Vice President Senior Vice President Senior Vice President Executive Vice President, General Counsel and Secretary |
| GAMCO Asset Management Inc. Directors: | |
| Douglas R. Jamieson Regina M. Pitaro William S. Selby | |
| Officers: | |
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer – Value Portfolios |
| Douglas R. Jamieson David Goldman | President, Chief Operating Officer and Managing Director General Counsel, Secretary & Chief Compliance Officer |
| Gabelli Funds, LLC Officers: | |
| Mario J. Gabelli | Chief Investment Officer – Value Portfolios |
| Bruce N. Alpert | Executive Vice President and Chief Operating Officer |
| Agnes Mullady | President and Chief Operating Officer – Open End Fund Division |
| David Goldman | General Counsel |
| Gabelli Securities, Inc. | |
| Directors: | |
| Robert W. Blake | President of W. R. Blake & Sons, Inc. 196-20 Northern Boulevard Flushing, NY 11358 |
| Douglas G. DeVivo | Co-Chairman of the Board Alce Partners, L.P. 40 Laburnum Road Atherton, CA 94027 |
| Marc Gabelli | Co-Chairman of the Board See above |
| Douglas R. Jamieson | President |
| William C. Mattison, Jr. | Former Vice Chairman – Gerard, Klauer Mattison & Co., Inc. |
| Salvatore F. Sodano | Vice Chairman Chairman and Chief Executive Officer Worldwide Capital Advisory Partners, LLC 520 White Plains Road, Suite 500 Tarrytown, NY 10591 |
| Officers: | |
| Douglas R. Jamieson Patrick Dennis Kevin Handwerker David M. Goldman David Fitzgerald | See above Executive Vice President, Chief Financial Officer Secretary General Counsel & Assistant Secretary Chief Compliance Officer |
| G.research, LLC | |
| Officers: | |
| Cornelius V. McGinity | See above |
| Bruce N. Alpert Douglas R. Jamieson David M. Goldman Josephine D. LaFauci | Vice President Secretary Assistant Secretary Chief Compliance Officer |
| Gabelli Foundation, Inc. Officers: | |
| Mario J. Gabelli | Chairman, Trustee & Chief Investment Officer |
| Elisa M. Wilson Marc Gabelli Matthew R. Gabelli Michael Gabelli | President Trustee Trustee Trustee |
| MJG-IV Limited Partnership Officers: | |
| Mario J. Gabelli | General Partner |
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Page 14 of 18 – SEC Filing
| GGCP, Inc. Directors: | ||
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. | |
| Marc Gabelli | President of Associated Capital Group, Inc. President and Managing Director of Gabelli Securities, Inc. | |
| Matthew R. Gabelli | Vice President – Trading G.research, Inc. One Corporate Center Rye, NY 10580 | |
| Michael Gabelli | President & COO Gabelli & Partners, LLC One Corporate Center Rye, NY 10580 | |
| Frederic V. Salerno | Chairman Former Vice Chairman and Chief Financial Officer Verizon Communications | |
| Vincent S. Tese | Executive Chairman – FCB Financial Corp | |
| Officers: | ||
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer | |
| Marc Gabelli | President | |
| Silvio A. Berni | Vice President, Assistant Secretary and Controller | |
| GGCP Holdings LLC Members: GGCP, Inc. Mario J. Gabelli | Manager and Member Member | |
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Page 15 of 18 – SEC Filing
| Teton Advisors, Inc. Directors: | |
| Howard F. Ward Nicholas F. Galluccio Vincent J. Amabile John Tesoro | Chairman of the Board Chief Executive Officer and President |
| Officers: | |
| Howard F. Ward Nicholas F. Galluccio Michael J. Mancuso David Goldman Tiffany Hayden | See above See above Chief Financial Officer General Counsel Secretary |
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Page 16 of 18 – SEC Filing
| Associated Capital Group, Inc. Directors: | |
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. |
| Marc Gabelli | Chairman of The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804 |
| Richard L. Bready | Former Chairman and Chief Executive Officer Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903 |
| Bruce Lisman | Former Chairman – JP Morgan – Global Equity Division |
| Daniel R. Lee | Chief Executive Officer Full House Resorts, Inc. 4670 South Ford Apache Road, Suite 190 Las Vegas, NV 89147 |
| Salvatore F. Sodano | Vice Chairman of the Board (see above) |
| Officers: | |
| Mario J. Gabelli Marc Gabelli Patrick Dennis Kevin Handwerker | Chairman of the Board and Chief Executive Officer President Executive Vice President and Chief Financial Officer Executive Vice President, General Counsel and Secretary |
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Page 17 of 18 – SEC Filing
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-CST BRANDS, INC.
GAMCO INVESTORS, INC.
6/02/16 200 43.8650
5/05/16 300 36.2436
5/04/16 100 36.5250
5/03/16 300 37.2035
5/02/16 100 37.2436
4/28/16 300 37.6582
4/25/16 200 37.8266
GAMCO ASSET MANAGEMENT INC.
6/02/16 400 43.6100
6/02/16 491 38.3300
6/01/16 550 37.8800
6/01/16 1,200 37.5500
6/01/16 500- 37.5692
5/31/16 4,300 38.1521
5/31/16 1,000 38.3200
5/26/16 4,300 37.6574
5/25/16 5,000- 37.6070
5/24/16 1,000 37.6693
5/24/16 400 38.0425
5/23/16 500 37.4200
5/23/16 75 37.1719
5/19/16 400 36.4499
5/18/16 1,400 36.5300
5/17/16 500 36.7220
5/16/16 2,000 37.1845
5/16/16 600- 37.0842
5/11/16 4,400 37.4000
5/11/16 2,000 36.9000
5/11/16 3,100 37.2086
5/10/16 1,800- 37.4886
5/09/16 1,200 36.9500
5/09/16 2,000 37.8108
5/06/16 6,400 36.6998
5/06/16 1,000 36.7280
5/06/16 500 36.1800
5/05/16 3,000 36.2436
5/04/16 300 36.5250
5/03/16 17,000 37.1276
5/03/16 8,600 37.8300
5/03/16 2,100 37.2035
5/02/16 1,400 37.2436
5/02/16 5,000 37.6904
4/29/16 3,100 37.5159
4/27/16 1,000- 38.2768
4/25/16 900 37.8266
4/22/16 100 38.3926
4/20/16 1,000 39.1200
4/19/16 1,500 37.6643
4/15/16 2,000- 38.6152
4/13/16 1,000- 38.5212
4/12/16 4,000- 38.4819
4/11/16 500- 39.0028
4/08/16 2,000- 38.5305
4/06/16 1,500 38.1700
GABELLI SECURITIES, INC.
5/05/16 3,900 36.2436
5/04/16 500 36.5250
5/03/16 2,900 37.2035
5/02/16 1,700 37.2436
4/29/16 400 37.5159
4/28/16 3,800 37.6582
4/25/16 1,300 37.8266
4/19/16 600 37.6643
GABELLI ASSOCIATES LIMITED II E
5/05/16 1,800 36.2436
5/04/16 200 36.5250
5/03/16 1,400 37.2035
5/02/16 700 37.2436
4/29/16 300 37.5159
4/28/16 1,900 37.6582
4/25/16 500 37.8266
4/19/16 300 37.6643
GABELLI ASSOCIATES LIMITED
5/05/16 3,500 36.2436
5/04/16 400 36.5250
5/03/16 2,600 37.2035
5/02/16 1,705 37.2436
4/29/16 300 37.5159
4/28/16 3,500 37.6582
4/25/16 1,100 37.8266
4/19/16 600 37.6643
GABELLI ASSOCIATES FUND II
5/05/16 2,323 36.2436
5/04/16 200 36.5250
5/03/16 1,700 37.2035
5/02/16 1,000 37.2436
4/29/16 300 37.5159
4/28/16 2,100 37.6582
4/25/16 800 37.8266
4/19/16 300 37.6643
GABELLI ASSOCIATES FUND
6/01/16 300 37.4977
5/05/16 4,800 36.2436
5/04/16 300 36.5250
5/03/16 3,600 37.2035
5/02/16 2,300 37.2436
4/29/16 500 37.5159
4/28/16 4,741 37.6582
4/25/16 1,400 37.8266
4/19/16 701 37.6643
GABELLI FUNDS, LLC.
GABELLI FOCUS FIVE FUND
4/13/16 26,655- 39.0235
4/11/16 8,345- 39.0086
4/08/16 27,685- 38.6653
4/07/16 22,315- 38.4283
GABELLI GLOBAL SMALL AND MIDCAP VALUE TRUST
5/25/16 1,000 37.9900
GABELLI EQUITY TRUST
4/12/16 15,000- 38.5716
GAMCO MERGER ARBITRAGE
6/01/16 800 37.4977
5/05/16 3,900 36.2436
5/04/16 500 36.5250
5/03/16 2,900 37.2035
5/02/16 1,800 37.2436
4/29/16 300 37.5159
4/28/16 3,800 37.6582
4/25/16 1,300 37.8266
4/19/16 700 37.6643
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
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Page 18 of 18 – SEC Filing
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of CST Brands, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this June 2, 2016.
| MARIO J. GABELLI GGCP, INC. MJG ASSOCIATES, INC. GABELLI FOUNDATION, INC. MJG-IV LIMITED PARTNERSHIP By:/s/ Douglas R. Jamieson Douglas R. Jamieson Attorney-in-Fact | |
| TETON ADVISORS, INC. By: /s/ David Goldman David Goldman General Counsel – Teton Advisors, Inc. | |
| ASSOCIATED CAPITAL GROUP, INC. By:/s/ Kevin Handwerker Kevin Handwerker General Counsel & Secretary – Associated Capital Group, Inc. | |
| GAMCO ASSET MANAGEMENT INC. GAMCO INVESTORS, INC. GABELLI SECURITIES, INC. G.RESEARCH, INC. GABELLI FUNDS, LLC By:/s/ Douglas R. Jamieson Douglas R. Jamieson President & Chief Operating Officer – GAMCO Investors, Inc. President – GAMCO Asset Management Inc. Vice President – Gabelli Securities, Inc. Secretary – G.research, Inc. President & Chief Operating Officer – sole member of Gabelli Funds, LLC |
18
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