Friday, January 6, 2023
Convenience Store Industry M&A Review and Outlook: 2022
Source: CSP Daily NewsBy Dennis Ruben, Executive Managing Director, NRC Realty & Capital Advisors
The year 2022 was much less active than the prior year in terms of merger and acquisition activity. In 2021, some of the most active acquirers were 7-Eleven, Inc., Alimentation Couche-Tard Inc., EG America Inc., Parkland USA and Casey’s General Stores Inc. None of those companies made significant acquisitions during 2022. There are perhaps several reasons for the lack of activity on their part. First, there were not really many large companies that became available for sale during 2022. In addition, many of the companies that had completed large acquisitions in 2021 were still integrating the portfolios and companies they acquired. Furthermore, companies such as MAPCO, CEFCO Convenience Stores, Alimentation Couche-Tard, Inc. and 7-Eleven Inc. decided during the year to divest groups of stores which they deemed to be non-strategic in order to rationalize their portfolios. One rumored transaction that did not get done in 2022 was the proposed acquisition of EG America Inc. by Alimentation Couche-Tard Inc. In May, it was rumored that the two companies were in discussions about a combination and that proposals had been exchanged, but nothing has materialized thus far.
However, GPM Investments LLC, Refuel Operating Co. LLC and Majors Management LLC continued their aggressive acquisition strategies. Most of the purchases which were completed in 2022 involved small to medium-size companies and portfolios, ranging from five to 50 stores. Furthermore, the divestiture initiatives of the larger companies brought out a significant number of small and medium size operators to the bidding process. In the divestiture transactions in which NRC was involved, there were literally thousands of prospects who requested information, and, in most cases, there were multiple bidders for each property being offered. Similarly, in the M&A transactions in which NRC served as financial advisor to the seller, there were a large number of prospects who executed confidentiality agreements and a significant number of first round bidders. Consequently, notwithstanding the issues facing our economy in general and our industry specifically, the demand for quality convenience store companies, portfolios and assets remains strong and extremely active.
Economic and Industry Headwinds
There are certainly a number of issues confronting our economy which have had a direct impact on the convenience store industry. The war in Ukraine has had a negative effect on all aspects of our economy and has resulted, directly or indirectly, in significantly higher fuel prices at the pump. Inflation is at a 20-year high and that has adversely affected consumers’ willingness and ability to spend as they would otherwise like. Consumers have had to focus more on basic necessities and have been forced to cut back on more expensive items, such as automobiles, houses, etc. In an effort to slow inflation, the Fed has raised interest rates—a total of seven times—during 2022, to the highest level in 15 years. That has had a direct impact on merger and acquisition activity since the cost of capital is a common issue for all potential purchasers, both large and small.
The focus on electric vehicles has been a major topic at all industry events and conferences. The current Administration in Washington has made significant efforts to promote the use of electric vehicles, through tax credits and funding for charging stations along Interstate and other highways, and California has mandated that no new gasoline powered vehicles could be sold in the state after 2035 (a law which has been adopted by a number of other states). Most major automobile manufacturers are increasing the number of electric and hybrid models they are offering, and Tesla’s success has certainly been a major influence on the automobile industry. However, there is still a wide difference of opinion among industry participants about how to respond to EVs. Some are encouraging operators to add charging stations to their convenience stores. However, the technology does not yet allow charging to be done quickly, and it is uncertain whether customers would stay in a convenience store long enough for their vehicle to charge, or whether they would be willing to pay a significant amount for a charge. Charging stations are expensive propositions, and the technology is evolving rapidly. A charging station at a convenience store today may very well be outdated in six months or a year. Furthermore, many businesses, offices and shopping centers already provide charging stations—for free. And most EV owners are able to charge their vehicles at home. Although the major oil companies are focused on adopting a meaningful EV strategy, the jury is still out on the best way for both the oil companies and convenience store operators to approach this issue.
Many other issues have continued to present obstacles for the convenience store industry. The higher cost of fuel at the pump has generally resulted in lower volumes for many operators. Fortunately, the higher fuel margin for most operators has offset, or more than offset, the reduced volumes. Fuel prices have generally been coming down for the past month or two in most parts of the country, and that should translate into higher volumes, but it is a bit too early to see the impact of this.
Labor shortages and high turnover rates continue to plague the industry. Hourly wages have increased fairly dramatically, and many states have enacted laws raising the minimum wage. Many employers are faced with having to offer signing bonuses to attract and retain quality employees. Fortunately, the supply chain issues that were present in 2021 seem to have disappeared last year, as have the additional costs that the industry was forced to incur for personal protective equipment in the stores.
Purchase Price Multiple Trends
Purchase price multiples were at all-time highs during years prior to 2022, due in large part to historically low interest rates and the number of very large transactions which were completed. In the larger deals, bidders were generally able to offer higher multiples due to the synergies that they felt they would realize from the combination of the two companies. Most public companies that completed large transactions made a point of providing both the store-level EBITDA purchase price multiple as well as the multiple that they believed they effectively were paying after taking into consideration the benefits of the combination. Of the transactions of which we are aware that closed in 2022, we have observed some downward pressure on purchase price multiples. Again, there are several reasons for this, in our estimation. First, the current interest rate environment has had a direct adverse effect on the amount that everyone is able to pay for companies and portfolios. In addition, where a large component of a company’s EBITDA consists of higher fuel margins, with somewhat lower volumes, many bidders have been reluctant to give full consideration for the higher margins, since they believe that such margins are not sustainable in the longer term. Profitability from fuel has always been the more volatile component of convenience store income, and companies that have had strong inside sales and sales margin, as well as a vibrant food program, have tended to fare better when it comes time for a potential sale. Finally, most of the transactions which were completed in 2022 consisted of smaller to mid-size companies, and many of them were in secondary or tertiary markets, as opposed to major metropolitan markets, which has, in our experience, tended to result in slightly lower sale multiples. Notwithstanding the foregoing, we believe that there will continue to be strong interest in well run convenience store companies having strong fuel volumes and margins, as well as robust inside sales and margins and a compelling food program.
Significant M&A Transactions in 2022
GPM Investments LLC
GPM Investments LLC was extremely active in acquisition activity during 2022. In July, it completed the purchase of certain assets of Quarles Petroleum Inc., including 121 cardlock sites, management of 63 third-party cardlock sites for fleet fueling operations, 46 independent dealer locations and a small transportation fleet, for an aggregate purchase price of $170 million. The cardlock sites are located in Virginia, North Carolina, Maryland, Pennsylvania and the District of Columbia. GPM stated that they expected the Quarles acquisition to add approximately $17.5 million of adjusted EBITDA after incremental rent of $7.8 million to be paid to Oak Street Real Estate Capital (Oak Street), the private equity firm that funded approximately $130 million of the aggregate purchase price. In September, GPM agreed to acquire from Transit Energy Group (TEG) approximately 350 wholesale and retail sites, including 150 company-operated stores operating under the Flash Market banner and several other brands. TEG, owned by ECP Management LP, is a privately held convenience store and wholesale fuel company in the Southeast that purchases and invests in convenience stores with established histories. The transaction also included fuel supply rights to approximately 200 dealers, commercial, government and industrial customers and TEG’s bulk storage, distribution and transportation assets, all of which are located in the southeastern United States. The purchase price was approximately $375 million plus the value of inventory. Of the total purchase price, $265 million was to be provided by Oak Street, whereby Oak Street would acquire the real estate assets and lease them to GPM. GPM expected this acquisition to add approximately $18 million of adjusted EBITDA, which is estimated to be $27 million on an annual run rate including synergies of the transaction, after paying incremental rent of approximately $16 million to Oak Street. In December, GPM closed on the acquisition of Pride Convenience Holdings LLC (Pride), which operates 31 convenience stores in Massachusetts and Connecticut. Private equity firm Arclight Capital Partners LLC of Boston had acquired Pride in early 2022. The total purchase price paid by GPM was approximately $230 million plus the value of inventory. Of the total purchase price, $202 million was to be provided by Oak Street, where the assets would be leased by Oak Street to GPM. GPM expected the acquisition to add approximately $12.2 million of adjusted EBITDA after incremental rent of approximately $12.2 million to be paid to Oak Street. Also in December, GPM agreed to acquire the retail, wholesale and fleet fueling assets of WTG Fuels Holdings LLC (WTG), a Midland, Texas-based convenience store operator with 24 company-operated Uncle’s Convenience Stores across western Texas. The total purchase price is approximately $140 million plus the value of inventory. The transaction also includes three land parcels and nine dealer locations, as well as WTG’s proprietary 57 Gascard-branded fleet fueling cardlock sites and 52 private cardlock sites, one of the largest fleet fueling operations in West Texas. Of the total purchase price, approximately $115 million is to be funded by Oak Street. GPM has grown to approximately 2,950 locations, including approximately 1,350 company-operated stores and approximately 1,600 dealer sites to which it supplies fuel, in 33 states and Washington, D.C.
Majors Management LLC
Majors Management LLC completed three significant acquisitions in 2022. In November, Majors acquired 10 Chevron-branded convenience stores, the dealer wholesale business and the commercial fuels and lubricants business and associated bulk plant facility in East Texas from Morgan Oil Co. Inc. of Nacogdoches, Texas. In December, Majors completed two transactions. The first was a 13-store convenience store acquisition from Maritime Energy. The stores, all of which are located in midcoastal Maine, are fee-owned, company-operated locations, three of which sell branded fuel and the remainder operate under the Maritime Farms flag. The second was the acquisition of 21 fee-owned, company-operated convenience stores located in western Michigan from Davis Oil Co. of Battle Creek. The acquisition also included fuel supply agreements with 11 commission marketers. NRC Realty & Capital Advisors, LLC represented Davis Oil in connection with the transaction.
Refuel Operating Co. LLC
Refuel Operating Co. LLC completed four significant acquisitions last year. In June, Refuel closed on the acquisition of 11 company-owned and operated convenience stores, as well as four company-owned, dealer-operated locations, in the greater Austin, Texas market from Embark Energy LLC. The stores operate under the Fast Break brand. In August, Refuel acquired six convenience stores from Premier Stores Inc., a Greensboro, North Carolina-based chain operating under the GreatStops brand. That same month, Refuel entered into an agreement to acquire the assets of The Whalen Corp., a Raleigh North Carolina-based chain with three stores in the Raleigh-Durham market. Finally, in November, Refuel entered into an agreement to acquire the assets of Eagles Enterprise LLC, a Raleigh, North Carolina-based convenience store chain owned by founders Dilip Gandhi and Manish Gandhi. The transaction includes 13 locations in the Raleigh-Durham market. This latest transaction represents the 14th acquisition for Refuel since establishing its partnership with private equity investment firm First Reserve in May 2019, bringing its total company-operated store count to 208 locations across five states.
Shell Oil Products US
Shell Oil Products US, through its wholly owned subsidiary, Shell Retail and Convenience Operations LLC, completed the acquisition of certain company-owned fuel and convenience store retail locations from the Landmark group of companies. Shell had announced the deal to acquire 248 locations operating in Texas under the Timewise brand in October 2021, as well as fuel supply agreements with an additional 117 independently operated fuel and convenience sites. However, 64 company-owned Landmark sites selling ExxonMobil branded fuel and fuel supply agreements for nine dealer-owned sites which currently sell Chevron and Texaco branded fuels were pulled from the transaction prior to closing.
H&SEnergy of Orange, California acquired California Retail Management’s 26 convenience store portfolio in Northern California. The acquired locations expanded H&S’s convenience store network with the addition of 12 Extra Mile stores and several food marts, which are being rebranded to H&S’s proprietary convenience store brand, “pm Power Market”. In July, H&S acquired a privately held 20-station portfolio in Southern California. This transaction will also expand the company’s convenience store network with the addition of 10 Extra Mile stores and 10 food marts, which will be converted to pm Power Markets. The stores are located in San Diego, Orange and Los Angeles counties, and also expand the company’s network into several Central Coast regions.
Global Partners LP
In January, Global Partners LP completed the purchase of the retail fuel and convenience store assets from Consumers Petroleum of Connecticut Inc. of Milford, Connecticut. The transaction included 26 company-operated Wheels stores in Connecticut and fuel supply agreements with 22 sites in Connecticut and New York. Global also acquired 14 fuel and convenience store locations and one commission marketer location from Tidewater Convenience Inc. Global also acquired 23 convenience stores, consisting of 21 company-operated and two dealer-operated stores in Virginia and North Carolina, as well as 34 wholesale dealer accounts primarily in Virginia, from Miller Oil Co. Inc., doing business as Miller Energy. The stores are located throughout the Norfolk, Chesapeake and Virginia Beach areas of Virginia. Global currently has approximately 1,700 locations primarily in the Northeast.
In September, Yesway acquired Tres Amigos Convenience Stores, a San Angelo, Texas-based chain with nine locations in Texas. In addition, the company reached a milestone in 2022 of having 425 convenience stores in nine states. It opened a total of 39 new-to-industry and relocated stores last year. Yesway is owned by BW Gas & Convenience Holdings and an affiliate of Beverly, Massachusetts-based real estate and private equity investment and asset management company, Brookwood Financial Partners.
Other Notable M&A Transactions
- Alimentation Couche-Tard Inc. agreed to acquire all of the membership interests of True Blue Car Wash LLC. True Blue operates express tunnel car wash sites under the Clean Freak brand in the southwestern United States and the Rainstorm brand in the Midwest. True Blue currently operates 65 car washes in high-traffic areas in Arizona, Texas, Illinois and Indiana.
- Arclight Capital Partners LLC announced in January that it had acquired Pride Convenience Holdings LLC, owner of the Pride gas station and convenience store chain in western Massachusetts. The sale included 31 stores in Massachusetts and Connecticut, as well as 10 development sites. Arclight subsequently sold the portfolio to GPM Investments LLC later in the year (as described more fully in the section on GPM Investments LLC).
- Campbell Oil Co., through its Minuteman Food Mart division, entered into an agreement to purchase Friendly Mart Food Stores, an 18-store chain based in Mount Olive, North Carolina. As a result of the transaction, Campbell Oil grew its store count to 63 locations in North Carolina and South Carolina.
- Fortress Investment Group LLC and a subsidiary of Phillips 66 Co. acquired Pester Marketing Co., doing business as Alta Convenience through a joint venture. At the time of the transaction, the company owned and operated 119 locations in Colorado, Nebraska, New Mexico, Kansas and Washington.
- Monfort Cos., through its 7E CO Holdings LLC subsidiary, acquired 19 gas and convenience store locations across southwestern Oklahoma from Brent Bostick, president of Bostick and Associates of East Greenwich, Rhode Island. The stores will be operated by Monfort under the Chisholm Corner brand name.
- Mountain Express Oil Inc. purchased The Store brand from Team Schierl Cos., which will remain as a partner. The chain consists of 26 convenience stores with gasoline in Wisconsin and Michigan. Mountain Express has a license agreement to use the brand’s name. Mountain Express’ goal is to expand the brand within the Northcentral region of the United States.
- Petroleum Marketing Group acquired 19 petroleum marketing and convenience stores and the wholesale dealer business from Holt Oil Co. Inc. The stores are located in North Carolina.
- Pops Mart Fuel LLC of West Columbia, South Carolina, which is owned by Don Draughon and JD Dykstra, purchased 24 Pops Mart convenience stores from Winnsboro Petroleum Co. The stores are branded Shell and CITGO and are located in the greater Columbia, South Carolina market. In December, Pops Mart acquired 14 convenience stores from Anderson Oil Co. Inc. The transaction also included one store under construction and seven wholesale fuel dealer locations. These stores are located in and around the Columbia, Newberry and Winnsboro, South Carolina markets.
- Smoker Friendly, through its parent company, The Cigarette Store LLC, acquired 30 tobacco stores across Indiana and Kentucky from Collett Enterprises Inc. The stores were a longtime licensee of Smoker Friendly International and already displayed the Smoker Friendly name and logo. The acquisition represented the sixth acquisition for Smoker Friendly in the past two years, bringing its store count to 290 in 13 states. Previously, Smoker Friendly acquired 79 stores from Tobacco Superstores of Forrest City, Arkansas.
- Sunshine Gasoline Distributors Inc. acquired 36 wholesale dealer accounts in Florida from Miller Oil Co. Inc. in connection with Miller Oil’s exit from the retail convenience store and wholesale dealer businesses. Sunshine Gasoline Distributors is one of the largest gasoline distributors in Florida, supplying 543 gas stations and owning 395.
- Texas Enterprises Inc., based in Austin, Texas, acquired 13 Valley Mart convenience stores from Royce Groff Oil Co., as well as its branded distribution and commercial fuel assets. Royce Groff Oil supplies more than 70 dealer locations and delivers commercial fuel and lubricants through five bulk plant facilities in five locations in Texas.
- Tri Star Energy LLC, based in Nashville, Tennessee, acquired 13 convenience stores and a fuel distribution business from Herndon Oil Co. The convenience stores operate under the Southern Traders brand.
2022 was a big year for divestitures by some of the major companies in the convenience store industry. MAPCO exited the Louisville, Kentucky and greater Little Rock, Arkansas markets to focus on innovation in their core markets. In May, Alimentation Couche-Tard Inc. announced that it was putting up for sale 109 Circle K, Holiday and Couche-Tard sites in the United States and Canada. The sale included 78 sites across 19 states in the United States and 31 sites across three provinces in Canada. Couche-Tard engaged NRC Realty & Capital Advisors, LLC to coordinate and manage the sale. NRC was previously engaged by Couche-Tard in 2021 in connection with the sale of 260 sites throughout the United States and Canada. In June, CEFCO Convenience Stores divested 50 of its company-operated petroleum marketing and convenience stores in five states. BreakTime Corner Market LLC acquired 48 of the CEFCO stores and Refuel Operating Co. LLC acquired two of the stores in Mississippi. Finally, in September, 7-Eleven Inc. announced that it was selling 73 convenience stores and gas stations throughout the United States. 7-Eleven retained NRC Realty & Capital Advisors, LLC to coordinate and manage the sale.
The year 2022 can best be described, for the most part, as the year of smaller to medium sized acquisitions. Most of the larger industry transactions were completed over the last few years. In addition, the current economic and industry headwinds, especially the high interest rate environment, have made it even more challenging to complete acquisitions. In addition, with fuel margins so large for much of 2022, many smaller and medium size operators were happy with their financial results and were not willing to consider selling their companies yet. However, we are aware of several larger transactions in the pipeline that will likely be completed in 2023, and we also believe that many of the larger industry players will continue to rationalize their portfolios through the divestiture of non-strategic assets. There continues to be very robust interest in quality companies and assets, both through traditional M&A transactions and divestitures, and we see no signs of that interest waning any time soon.
To see a list of convenience stores and gas stations for sale, click here.