IN THIS ISSUE CONVENIENCE STORE INSIGHT

Investment Banking

CONVENIENCE STORE INSIGHT

MERGERS & ACQUISITIONS, PUBLIC & PRIVATE CAPITAL AND FINANCIAL ADVISORY SERVICES

Fall 2021

IN THIS ISSUE

Recent, Notable M&A Transactions Macroeconomic Indicators Debt and Equity Market Conditions What We're Reading

FOR INSTITUTIONAL USE ONLY

CONVENIENCE STORE INSIGHT

Fall 2021

Deal Spotlight

Parkland's Largest U.S. Acquisition, Urbieta Oil

? Announced: November 3, 2021 ? Transaction Detail: Expected to close by December 31, 2021, Parkland Corp.

through its subsidiary Parkland USA agreed to acquire Urbieta Oil Co., with 94 locations including the real estate of 54 sites. ? Rationale: The deal complements Parkland's existing Florida commercial business by establishing a large retail convenience platform with high-quality real estate in Miami, close to its Caribbean business. ? Target: Headquartered in Medley, FL, Urbieta Oil began in 1974 as a familyowned business and operates or supplies fuel to 98 gas stations and runs a fleet of 20 tanker trailers and 12 tankwagons. The company serves Florida counties Miami-Dade, Broward, Palm Beach and Monroe.

UK-Based EG Group Acquiring Sprint Food Stores

? Announced: November 3, 2021 ? Transaction Detail: Expected to close by December 31, 2021, EG Group has

agreed to purchase Sprint Food Stores Inc., a U.S. chain of 34 companyoperated fuel and convenience sites. ? Rationale: The deal expands EG's footprint into two additional states, Georgia and South Carolina, and gives EG the proprietary "Sprint Kitchen" food service brand, offering a broad selection of made-in-store hot food such as fried chicken, pizza and breakfast items. Upon closing, EG will operate more than 1,750 sites across 33 states. ? Target: Founded in 1997, Sprint Food Stores, Inc. operates 34 convenience stores in Georgia and South Carolina.

Parkland Acquiring Parker's Energy Wholesale Division

Mountain Express Acquires Brothers Food Mart

? Announced: November 1, 2021

? Transaction Detail: Expected to close by December 31, 2021, Parkland Corp. through its subsidiary Parkland USA agreed to acquire the Parker's Energy wholesale fuel division. Parker's Energy will operate under Parkland USA's US Supply Corp. (USSC) division in Houston.

? Rationale: The deal will further leverage Parkland's wholesale resource base and private terminals, and provides Parker's capital which could be reallocated to its retail business.

? Target: Parker's Energy, the wholesale fuel marketing division of convenience store company Parker's Corp., distributes fuel to customers in eleven states. Based in Savannah, GA, Parker's retail operations consisting of 70 c-stores throughout GA and SC were not included in the sale.

? Closed: October 27, 2021 ? Transaction Detail: Mountain Express Oil Co. acquired Brothers Food Mart,

which operates 50 locations in Louisiana. As part of the acquisition, Mountain Express also entered into a JV with Brothers Chicken, the chain's signature fried chicken product. ? Rationale: Mountain intends to expand the Brothers Food Mart brand into additional southern markets in NC; Atlanta, GA; Memphis, TN; and Dallas, TX while simultaneously growing its Louisiana footprint. The plan includes adding up to 100 additional Brothers sites in the next six months. ? Target: Brothers Food Mart, is currently the largest convenience store brand in New Orleans with 50 locations in the area.

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CONVENIENCE STORE INSIGHT

Fall 2021

Deal Spotlight

Shell Buying Out Joint Venture; Taking Ownership of Timewise Stores Casey's to Acquire 40 Convenience Stores from Pilot

? Announced: October 26, 2021

? Transaction Detail: Shell Oil Products U.S. agreed to acquire the remaining 50% share of its 50/50 JV (Texas Petroleum Group LLC) with Texas fuel retailer Landmark Industries Holdings LTD. The transaction involves 248 Timewise branded company-owned convenience stores in Texas, as well as fuel supply to 117 independently operated sites.

? Rationale: Expected to close by December 31, 2021, the deal advances Shell's retail footprint in a core market while growing non-fuel sales through convenience stores.

? Target: Texas Petroleum Group LLC will become a wholly owned subsidiary of Shell Retail and Convenience within its Downstream Mobility business.

? Announced: September 28, 2021

? Transaction Value: $220 million

? Rationale: Located in Tennessee and Kentucky, the 40 stores align with Casey's geographic focus and fresh food program, especially its handmade pizza offering, while the divestiture better positions Pilot to focus on growing its core travel center network and energy businesses.

? Target: Pilot Co., headquartered in Knoxville, TN, is a leading travel center owner and operator with over 750 locations. Pilot's convenience stores are owned and operated independently from its travel center and energy businesses and were not included in the transaction.

BP Buys Out Joint Venture; Takes Ownership of Thorntons

? Closed: August 31, 2021

? Transaction Detail: bp acquired the remaining 50% share of its 50/50 Thorntons JV from ArcLight Capital Partners, LLC.

? Rationale: The deal marks bp's re-entry into fully owned and operated stores in the U.S., and positions bp as a leading Midwest convenience store operator while adding the competitive Thorntons brand to its portfolio.

? Target: Headquartered in Louisville, KY, Thorntons' operations consists of 208 high-quality, owned and operated retail stores in Kentucky, Illinois, Indiana, Ohio, Tennessee and Florida.

Alimentation Couche-Tard To Acquire Wilsons Gas and Porter's

? Announced: July 30 and August 24, 2021

? Transaction Detail: Couche-Tard entered into two acquisition agreements: a binding agreement (in July) to acquire Cape D'Or Holdings Limited which operates Wilsons Gas Stops and Go! stores and a fuel terminal in Canada, and an agreement (in August) to acquire 35 sites under the Porter's brand.

? Rationale: The acquisition of Wilsons builds on Couche-Tard's geographic expansion strategy by expanding its presence in Atlantic Canada, while the acquisition of Porters branded sites will grow its store network in the Northwestern U.S.

? Target: Wilsons Gas Stops and Go! is comprised of 79 owned and operated

stores and 147 dealer locations in all four Atlantic Canada provinces, as well as

a marine fuel terminal. The Porters sites are owned by ARS Fresno LLC, which

operates stores in eight states.

RAYMOND JAMES INVESTMENT BANKING 3

CONVENIENCE STORE INSIGHT

Fall 2021

Notable M&A Transactions 2021 YTD

Announced Date

Acquiror

Target / Seller

TEV ($MM)

11/3/2021 Parkland Corp.

Urbieta Oil Co.

11/3/2021 EG Group

Sprint Food Stores

10/27/2021 Mountain Express Oil Co.

Brothers Food Mart

10/26/2021

Shell Retail and Convenience Operations LLC

Landmark Industries

9/26/2021 Casey's General Stores

Pilot Co. (c-store assets)

$220.0

8/24/2021 Alimentation Couche-Tard Porter's (ARS West)

7/30/2021 Alimentation Couche-Tard Wilsons Gas Stops

6/28/2021 Casey's General Stores

Alimentation Couche-Tard

3/30/2021

Energy North Group, Global Partners, Nouria Energy

VERC Enterprises

3/8/2021 GPM Investments LLC

ExpressStop Stores

Retail

Store Target Description Count(1)

94

Urbieta Oil operates or supplies fuel to 98 gas stations across South Florida. In addition to its own proprietary U-Gas label, Urbieta sites are branded Marathon and Valero.

34

Augusta, GA-based Sprint Food Stores operates a portfolio of 34 convenience stores across South Carolina and Georgia.

50

Brothers Food Mart was founded in 1989 by Imad Faiez "Eddie" Hamden and is currently the largest convenience store brand in New Orleans with 50 locations in the area.

248

Landmark Industries operates Timewise branded stores in Texas, including Houston, Austin, San Antonio and Laredo.

40

Knoxville, TN-based Pilot Co. is a leading travel center owner and operator with over 750 locations. Pilot's 40 convenience stores are owned and operated independently from its travel center and energy businesses.

35

The Porter's branded sites are owned by ARS Fresno LLC, which operates stores in eight states. Transaction includes 35 stores located mainly in Oregon and Washington.

79

Wilsons Gas Stops and Go! is comprised of 79 owned and operated stores and 147 dealer locations in all four Atlantic Canada provinces, as well as a marine fuel terminal.

48

Couche-Tard divested 48 Circle K branded convenience stores located in Oklahoma, largely in the greater Oklahoma City market. They sell Conoco, Phillips 66, Shell, Valero and Circle K branded fuels.

32

VERC Enterprises was established in 1977 by Eugene Vercollone as a single car wash in Marshfield and grew to become a major independent operator of convenience stores/gasoline stations throughout MA and NH.

61 ExpressStop was established in 1957 by Galen Wilson of Wilson Petroleum in the Saginaw, Mich., area.

Source: Public company filings, press releases and Capital IQ. (1) Includes company-operated retail stores only.

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CONVENIENCE STORE INSIGHT

M&A Transactions

# of Stores Acquired

6,000

Most Active Acquirors(1)

2015 2016 2017 2018 2019 2020 2021

5,000

4,000

3,000

2,000

1,000

0

1) Source: Public company filings and press releases; count as of announcement date. Includes only U.S. deals. All data as of 11/10/21.

Fall 2021

M&A Activity By Store Count(1)

4,500 4,000

4,101

1,800 1,600

3,500

1,400

3,000

1,200

2,500 2,000

1,953

1,000 800

1,500

600

1,000 608 607

748

500

245

91 0

409 64

729

623 400

279 396

200

0

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

'18 '18 '19 '19 '19 '19 '20 '20 '20 '20 '21 '21 '21

Quarterly GDP

2.5% 1.1% 3.1% 2.0% 2.1% 2.1% (5.0%) (31.4%) 33.4% 4.3% 6.3% 6.7% 2.0% LTM Rolling Average

RAYMOND JAMES INVESTMENT BANKING 5

CONVENIENCE STORE INSIGHT

Macroeconomic Indicators

Real GDP Growth

(seasonally adjusted annual rates)

40.0%

33.4%

20.0% 0.0% (20.0%) (40.0%)

2.5% 3.5% 2.9% 1.1% 3.1% 2.0% 2.1% 2.1%

4.3% 6.3% 6.7% 2.0%

Q3 2021 GDP growth slowed to 2.0%, the slowest since the recovery began in mid-2020

(5.0%) (31.4%)

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 '18 '18 '18 '18 '19 '19 '19 '19 '20 '20 '20 '20 '21 '21 '21

Consumer Spending Growth

(Real PCE % change, seasonally adjusted at annual rates)

60.0% 40.0%

Real Personal Consumption grew 12.0% in Q2 2021, marking the fourth consecutive positive quarter

20.0% 1.7% 4.0% 3.5% 1.4% 0.6% 3.6% 3.2% 1.7%

0.0%

(20.0%)

(6.9%)

41.4% 11.4% 12.0%

3.5%

(40.0%)

(33.4%) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 '18 '18 '18 '18 '19 '19 '19 '19 '20 '20 '20 '20 '21 '21

Source: Bureau of Economic Analysis, St. Louis Federal Reserve, Bureau of Labor Statistics, Institute for Supply Management and Capital IQ. All data as of 10/29/21.

Fall 2021

20.0% 15.0% 10.0% 5.0%

Unemployment Rate

(seasonally adjusted)

Unemployment rates fell to an 18-month low of 4.8% in Sept.; Federal Reserve projects a

4.5% avg. rate by year-end

September 2021 4.8%

0.0% Sep-18 Jan-19 May-19 Sep-19 Jan-20 May-20 Sep-20 Jan-21 May-21 Sep-21

Purchasing Managers Index

(seasonally adjusted)

70.0 65.0

PMI rose 2.0% in September, and was 10.3% above the year-ago level of 55.4

September 2021 61.1

60.0

55.0

50.0

45.0

40.0 Sep-18 Jan-19 May-19 Sep-19 Jan-20 May-20 Sep-20 Jan-21 May-21 Sep-21

Note: PMI Index figures above 50 indicate expansion

RAYMOND JAMES INVESTMENT BANKING 6

CONVENIENCE STORE INSIGHT

Fall 2021

Macroeconomic Indicators (cont'd)

West Texas Intermediate

($ per barrel)

$100 $80

11/1/21 $85.08

$60

$40

$20

$0

-$20

-$40 Nov-17 May-18 Nov-18 May-19 Nov-19 May-20 Nov-20 May-21 Nov-21

Inflation vs. 10-Year Treasury

7.0%

October 2021

6.2%

6.0%

5.0%

4.0%

3.0%

11/8/21

2.0%

1.51%

1.0%

0.0% Nov-16 May-17 Nov-17 May-18 Nov-18 May-19 Nov-19 May-20 Nov-20 May-21 Nov-21

Inflation (CPI)

10-Year U.S. Treasury Yield

Source: Bureau of Economic Analysis, St. Louis Federal Reserve, Bureau of Labor Statistics, Institute for Supply Management and Capital IQ. All data as of 11/10/21.

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CONVENIENCE STORE INSIGHT

Fall 2021

C-Store Industry Fuel Margin Performance

Quarterly National Retail Gasoline Margins

(cents per gallon)

45? 40? 35? 30? 25?

National Retail Fuel Margins ? Monthly Trends

80? 70? 60? 50? 40?

20?

30?

15?

20?

10?

Mar

Jun

Sep

Dec

2017

2018

2019

2020

2021

5 yr. Average

10? Jan Feb Mar Apr May June Jul Aug Sep Oct Nov Dec

2018

2019

2020

2021

4 yr. Average

Source: OPIS and Raymond James equity research. All data as of 11/1/21.

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