Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last...

12
Raymond James & Associates, Inc.., member of New York Stock Exchange / SIPC Fuel Products Distribution Insight Spring 2020 In This Issue Recent, Notable M&A Transactions Macroeconomic Indicators Debt and Equity Market Conditions Featured Raymond James Equity Research Energy Stat: OPEC+ Record-Sized Oil Supply Cut Spitting in the Wind in 2Q, But Very Bullish 2021+ By John Freeman, Pavel Molchanov, et al.

Transcript of Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last...

Page 1: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

Raymond James & Associates, Inc.., member of New York Stock Exchange / SIPC

Fuel Products Distribution InsightSpring 2020

In This Issue

Recent, Notable M&A Transactions

Macroeconomic Indicators

Debt and Equity Market Conditions

Featured Raymond James Equity Research

Energy Stat: OPEC+ Record-Sized Oil Supply Cut –

Spitting in the Wind in 2Q, But Very Bullish 2021+

By John Freeman, Pavel Molchanov, et al.

Page 2: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

2

Deal SpotlightsOffen Petroleum to Acquire Bosselman Energy and Bosselman Carriers Observations and Takeaways

To Acquire• Offen Petroleum, a Court Square

Capital Partners portfolio company, has

signed a binding agreement to acquire

the fuel distribution assets of Bosselman

Energy and the trucking assets of

Bosselman Carriers; transaction

excludes Bosselman Enterprises’ 45

Pump & Pantry c-store chain

• First announced transaction under Court

Square ownership

• Bosselman Energy has a 70-year

history distributing fuel products

throughout Nebraska, Colorado,

Kansas, and Iowa with Bosselman

Carriers licensed to distribute fuel in

over 20 states

• Post-acquisition, Offen’s footprint will

expand further into the Midwest and

span 16 states; annual fuel volumes are

expected to reach 1.3+ billion gallons

• Announced: March 11, 2020

• Expected Close: April 2020

• Transaction value undisclosed

• Bosselman Grand Island, NE

office will be a regional

operations center, and the

bulk plants will remain open

and operate as Offen

Petroleum going forward

Expansive Western Footprint

Offen Headquarters

Regional Headquarters

Grand Island Operations Center

Combined Entity Fuel & Lubricant Brand Offerings

Majors Management has Purchased the Dealer Distribution Business of McPherson Cos. Inc.

Observations and TakeawaysHas purchased the

dealer supply business of• McPherson has grown to be the largest

private distributor of fuel and lubricants in

the Southeast

• Transaction enhances Majors’ existing

presence in Alabama, Florida, Mississippi,

and Tennessee and expands relationships

with branded supply partners including

Shell, Chevron, Exxon, Conoco, and Citgo

• Continues string of successful acquisitions

in 2019 including:

– Bowden Oil Company’s fuel supply

contracts and c-store assets

– C-store assets of McDonald Oil

Company

– Retail fuel supply contracts in Texas

• Announced: February 7, 2020

• Transaction value undisclosed

• Acquisition includes 185 retail fuel supply

contracts and excludes McPherson’s bulk

fueling and lubricant business

FL

Majors’ Southeastern Footprint

Majors Headquarters

McPherson Headquarters

Branded Partners

Page 3: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

3

Deal SpotlightsPetroChoice Acquires Commercial Distributing Inc. (CDi)

Observations and Takeaways

Has Acquired

• The lubricant business of Commercial Distributing Inc. (CDi) is

headquartered in Oklahoma City, OK and specializes in serving

automotive customers in Oklahoma, Texas, and Arkansas

• PetroChoice, a portfolio company of Golden Gate Capital, has

successfully completed 11 acquisitions since 2014 and is a

lubricant distribution industry leader with operations in the

Northeast, South and Midwest

• Michael Barcum, President of CDi, stated, “I am pleased that

PetroChoice is as dedicated to fostering the growth of my

business for my employees and customers as I was. I identified

technology in distribution methods as being important in my

vision for our regional distribution effort and the future of this

industry, and PetroChoice is at the forefront of these endeavors.”

• Announced: January 15, 2020

• Transaction value undisclosed

• Effective immediately, CDi will be operating as PetroChoice

• Michael Barcum, President of CDi has agreed to join the

PetroChoice CEO Strategy Council; an advisory board

providing a breadth of support to the leadership team

GPM Investments LLC (“GPMI”) to Acquire Empire Petroleum Partners (“EPP”)

Observations and TakeawaysHas Entered into an

Agreement to Purchase

• GPMI is one of the largest privately-owned

companies in the convenience store channel,

operating 1,272 c-stores and servicing 128

wholesale locations in 23 states

• EPP was founded in 1988 and is one of the

largest fuel distributors in the U.S.,

distributing ~1.1 billion gallons of fuel in 2019

and growing primarily through 22 acquisitions

completed since 2011

• GPMI will acquire EPP’s wholesale fuel

distribution operations and c-store business

totaling 1,534 sites (a majority of which are

wholesale)

• Acquisition will increase GPMI’s annual

gallons distributed to ~2.5 billion gallons and

expand its U.S. footprint into 10 new states

• Announced: December 18, 2020

• Expected Close: April 2020

• Transaction Value: ~$400 million

• "Empire has a reputation for providing superior quality and service to

its dealers, making it a logical combination with GPM, with a history of

successful execution.“ - Empire CEO Rick Golman

Geographic Overview

CDi States of

Operation

EPP Fuel Brands

GPMI Operations

GPMI Headquarters

New EPP Operations

EPP Headquarters

Geographic Overlap

Major GPMI Fuel Brands

Page 4: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

4

M&A TransactionsSummary of Notable Transactions in the Last Twelve Months

Source: Public company filings, press releases and CapitalIQ.

Announced

Date Acquiror Target Target Description

3/27/20 Sprague Resources Holdings LLC Sprague Resources LP

Sprague Resources LP ("Sprague") announced that it received an unsolicited non-binding proposal

from Sprague Resources Holdings LLC ("Holdings") to acquire all outstanding common units of

Sprague that Holdings.

3/11/20Offen Petroleum

(Lariat Partners)

Bosselman Energy & Bosselman

Carriers

Bosselman Energy and Carriers, headquartered in Grand Island, Nebraska and owned by Fred

Bosselman for 70 years; Bosselman Energy is a fuel distributor and Carriers operates as a trucking

company serving Colorado, Nebraska, Kansas and Iowa.

3/3/20 PetroCard, Inc. Masco Petroleum, Inc.Family-owned fuel and lubricant distributor serving Western Washington since 1999 from its

headquarters in Aberdeen, Washington.

2/5/20 Majors Management, LLCRetail Fuel Distribution Business of The

McPherson Companies, Inc.

Family-owned fuel and lubricant distributor based in Birmingham, Alabama; distributes Mobil-branded

lubricants and fuel for major brands to dealers in Alabama, Arkansas, Georgia, Mississippi, Florida,

Tennessee and Louisiana. Acquisition included 185 dealer supply contracts.

1/27/20 Stewart's Shops Corp.Fuel Distribution Business & Five Gas

Stations of Polsinello Fuels, Inc.

An independently owned and operated wholesale distributor of branded (Gulf, CITGO, and Sunoco) and

unbranded gasoline and diesel fuel to commercial, construction, and agricultural end markets in New

York.

1/16/20 PetroChoice Commercial Distributing, Inc. (CDi)Operates as a distributor of lubricants in Oklahoma, Texas and Arkansas and specializes in the

automotive market.

1/16/20 Parkland Fuel Corp. Kellerstrass Oil

Based in Salt Lake City, Utah, operates as a regional retail dealer and commercial fuel business serving

Utah, Idaho and Wyoming; purchase included an 84-site dealer business and trucking & distribution

assets.

1/7/20O'Rourke Distribution Co., Inc.

(Mansfield Energy)

Marine Fuel Distribution Assets of

J.A.M. Distributing Company, LLC

A subsidiary of Brenntag North America, Inc. and headquartered in Houston, TX, J.A.M. is a physical

supplier of marine fuels and lubricants since 1982 and is active in Houston, Galveston, Texas City,

Beaumont, Port Arthur, Freeport, TX and Lake Charles, LA serving major shipping lines, dredging

companies, offshore drilling & exploration, seismic, marine construction and the inland towing industry.

12/19/19 Tyree Oil Company Colvin OilTyree Oil acquired the Colvin Oil Commercial Tankwagon Fuel and Lubricants business (division of the

Andretti Group) in an effort to expand its Southern Oregon footprint.

12/18/20 GPM Investments, LLC Empire Petroleum Partners

A portfolio company of American Infrastructure Funds based in Dallas, TX, Empire distributes major fuel

brands in the Mid-Atlantic, Southeast, Southwest and Midwest to over 1,500 wholesale fuel locations.

Its 77 retail stores were also included in the transaction.

11/30/19 ThompsonGas LLC APP Propane Inc.Headquartered in Tacoma, Washington, the company distributes propane throughout the Pacific

Northwest.

11/21/19 Joe TopperCouche-Tard's interest in

CrossAmerica Partners

CrossAmerica Partners LP is a publicly-traded distributor of branded fuel to 1,300 convenience store

locations across 34 states; Mr. Topper acquired all incentive distribution rights and 21.7% LP interest in

the transaction.

11/21/19 Parkland Fuel Corp. Mort Distributing, Inc.Family-owned and operated marketer and distributor of fuels and lubricants serving retail, commercial,

and wholesale customers in Montana.

11/5/19 RelaDyne Richard Oil and FuelRichard Oil and Fuel is a full-service oil, lubricant, gasoline and diesel fuel distributor throughout

Louisiana; the company supplies agricultural, construction, industrial, and commercial customers.

11/1/19 Empire Petroleum PartnersCertified Oil

(wholesale dealer supply)

Certified Oil operates 69 company-operated convenience stores (sold to EG Group) and runs a dealer

business in Ohio; the dealer book consists on 57 contracted dealers branded through major oil partners

such as Exxon, Marathon, Sunoco, and Valero.

10/1/19 TACenergy IPC USAHeadquartered in Santa Ana, CA., the Company is a fast-growing independent wholesale distributor of

refined products and also handles LNG and natural gas.

9/23/19 RelaDyne Circle Lubricants

Located in Bay Shore, New York, Circle Lubricants services customers throughout the Metropolitan Tri-

State area with lubricants and automotive products and services. Assets include a 40,000 sq. ft.

warehouse, over 200,000 gallons of bulk storage, and a fleet of bulk and packaged delivery vehicles.

9/9/19 Parkland Fuel Corp. Tropic Oil Company, Inc.Tropic transports, distributes, and markets fuels and lubricants in Central and South Florida; supplies /

operates nine cardlock facilities and four bulk storage plants and warehouses.

8/22/19 World Fuel ServicesUVair Fuel Business of

Universal Weather and AviationSupplies fuel for business and general aviation customers at more than 5,000 locations worldwide.

6/28/19 Brenntag AG B&M OilA regional lubricants distributor headquartered in Tulsa, Oklahoma involved in the sale, marketing, and

distribution of lubricants to various end markets

6/27/19 Court SquareOffen Petroleum

(Lariat Partners)

Offen Petroleum is a fuel distributor of ~1 billion gallons throughout the Mountain West; the Company

was owned by Lariat Partners, a financial sponsor.

6/27/19 Quarles PetroleumPAPCO, Inc.

(propane assets)

PAPCO serves commercial and residential customers through its network of propane distribution assets

throughout the Southeast and Mid-Atlantic regions of the U.S.

6/20/19 HOP Energy, LLC Kosco Heritage EnergyBased in Kingston NY, primarily distributes heating oil to 21,000 residential, commercial, and HVAC

customers along the Hudson Valley.

6/5/19 RelaDyne Legacy Fuel and LubricantsFormerly Trés Lubrication Products, founded in 2011 in Victoria, Texas, offers lubricants and related

services primarily to oilfield customers in the Eagle Ford Shale play.

Page 5: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

Apr-16 Oct-16 Apr-17 Oct-17 Apr-18 Oct-18 Apr-19 Oct-19 Apr-20

Inflation (CPI) 10-Year U.S. Treasury Yield

$10

$20

$30

$40

$50

$60

$70

$80

$90

Mar-17 Sep-17 Mar-18 Sep-18 Mar-19 Sep-19 Mar-20

2.6% 2.4% 2.4% 2.4%

4.6%

1.7%

4.0%

3.5%

1.4% 1.1%

4.6%

3.2%

1.8%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

Q4'16

Q1'17

Q2'17

Q3'17

Q4'17

Q1'18

Q2'18

Q3'18

Q4'18

Q1'19

Q2'19

Q3'19

Q4'19

2.3% 2.2%

3.2% 3.5%

2.5%

3.5%

2.9%

1.1%

3.1%

2.0% 2.1% 2.1%

1.3%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

Q1'17

Q2'17

Q3'17

Q4'17

Q1'18

Q2'18

Q3'18

Q4'18

Q1'19

Q2'19

Q3'19

Q4'19

Q1'20

40.0

45.0

50.0

55.0

60.0

65.0

Mar-17 Jul-17 Nov-17 Mar-18 Jul-18 Nov-18 Mar-19 Jul-19 Nov-19 Mar-20

Source: Bureau of Economic Analysis, St. Louis Federal Reserve, Bureau of Labor

Statistics, Institute for Supply Management and Capital IQ.

(1) Federal Reserve of Atlanta estimate 4/2/20.

MACROECONOMIC INDICATORS

West Texas Intermediate($ per barrel)

Inflation vs. 10-Year Treasury

Real GDP Growth(seasonally adjusted annual rates)

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

Purchasing Managers Index(annual rate)

Weekly Jobless Claims(in millions)

5

Note: PMI Index figures above 50 indicate expansion

4/9/20

0.7%

March 2020

1.5%

4/9/20

$23.51

March 2020

49.1

(1)

Industrial production fell 5.4% in

March from the month prior, the

biggest drop since World War II

Q1 / Q2 2020 data

anticipated to

deteriorate

materially; retail

sales fell 8.7% in

March from a month

earlier, biggest

decline on record

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

Apr-19 Jun-19 Aug-19 Oct-19 Dec-19 Feb-20 Apr-20

Week Ended 4/11/20

5.2

22 million job losses

over the last month,

the most rapid and

severe amount of job

destruction on record

IMF estimates

that global GDP

will contract

3.0% in 2020

Page 6: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

6

Public Company Share Price Performance

Wholesale Fuel Trailing Three-Year Stock Price Performance

+14.8%

-41.9%

+13.7%

10-Year Wholesale Fuel Historical Trading Multiples (EV/EBITDA)(1)

Source: Capital IQ.

(1) Median EV/LTM EBITDA multiple for PKI, SUN, GLP, CAPL, INT, SRLP.

-36.0%

-29.9%

-7.6%

-71.2%

-54.8%

0.0

20.0

40.0

60.0

80.0

100.0

120.0

140.0

160.0

180.0

200.0

Apr-17 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 Apr-20

Sunoco LP Global Partners LP CrossAmerica Partners LP Sprague Resources LP

Parkland Fuel Corp. World Fuel Services Corp. Alerian MLP Index S&P Total Return

Indexed S

hare

Price P

erf

orm

ance

(4/3

/2017 =

100.0

)

10.8x

13.3x

9.8x

11.5x

9.4x

13.7x

11.9x

13.6x

12.0x

14.3x

10.3x

11.9x

11.4x

13.5x

10.5x

13.1x

8.7x

9.6x

8.1x

6.2x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

4/1/10 4/1/11 4/1/12 4/1/13 4/1/14 4/1/15 4/1/16 4/1/17 4/1/18 4/1/19 4/1/20

4/16/20

6.5x

Median: 11.3x

Page 7: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

7

20.2%

9.9%

2.9%

(5.9%)(9.0%)(11.1%)

(15.9%)(23.2%)(30.0%)

(20.0%)

(10.0%)

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

CAPL UGI SRLP SPH INT SUN GLP PKI SGU

10.8x

10.0x

8.9x 8.9x 8.7x8.3x

7.9x

6.5x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

SRLP GLP UGI CAPL PKI SPH SUN INT SGU

9.7x8.7x

8.2x7.9x

6.8x 6.6x 6.4x

5.8x5.1x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

UGI SRLP CAPL SPH SUN SGU PKI GLP INT

20.7% 20.2% 19.0% 18.5% 17.9%

6.5%

4.3% 4.0%

1.4%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

SRLP GLP CAPL SUN SPH SGU PKI UGI INT

75.0%

62.9% 60.5% 58.2%

55.8% 54.4% 52.4% 53.8%

47.3%

20.0%

40.0%

60.0%

80.0%

100.0%

SGU SRLP PKI INT CAPL UGI SUN SPH GLP

6.5x

5.7x5.1x 4.9x 4.9x

4.6x

3.2x2.8x

1.3x

0.0x

2.0x

4.0x

6.0x

8.0x

SRLP CAPL UGI SUN SPH GLP SGU PKI INT

Public Companies: Trading Statistics

Fuel Distribution Comparables

Current Price as a % of LTM High

EV / LTM EBITDA EV / 2020E EBITDA

LTM Dividend / Distribution Yield

Source: Public company filings, Capital IQ, Wall Street equity research.

Note: Share prices current as of 4/9/20 and pre-COVID-19 medians are as of 2/3/20.

(SUN = Sunoco LP, CAPL = CrossAmerica Partners LP, GLP = Global Partners LP, PKI = Parkland Fuel Corp., INT = World Fuel Services Corp., SRLP = Sprague Resources

LP, SPH = Suburban Propane Partners, UGI = UGI Corp., and Star Group LP = SGU)

Median: 55.8%

Net Debt / EBITDA 2020 Estimated Annual EBITDA Growth

Median: 4.9x

Median: 17.9%

Median: (7.4%)

n/a

Median: 6.8x

Pre-COVID-19 Median: 90.4%

Pre-COVID-19 Median: 10.4%

Pre-COVID-19 Median: 8.4x

Median: 8.7x

n/a

Pre-COVID-19 Median: 9.2x

Pre-COVID-19 Median: 5.1%

Page 8: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

8

Current Debt Market Outlook

Leveraged Finance Volume ($BN)

Middle Market Leverage Trends(1)

Non-Investment Grade Bond Yields

Source: LCD Research.

(1) Middle market defined as companies with less than $50 million in EBITDA.

US Companies Historical Interest Rates

4.8x5.0x 4.9x

5.1x5.4x

5.6x5.4x 5.3x

2.0x

3.0x

4.0x

5.0x

6.0x

2013 2014 2015 2016 2017 2018 2019 2020Q1

Average Leverage Ratio

35%

40%

45%

50%

55%

2008 2010 2012 2014 2016 2018

Average LBO Equity Contribution

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%

11.0%

4Q'16

1Q'17

2Q'17

3Q'17

4Q'17

1Q'18

2Q'18

3Q'18

4Q'18

1Q'19

2Q'19

3Q'19

4Q'19

1Q'20

BAML High Yield Index

0.0

20.0

40.0

60.0

80.0

100.0

120.0

140.0

Pro Rata Institutional High-Yield

S&P LCD LEVERAGE LOAN 100 INDEX YTM

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

Apr-19 Jul-19 Oct-19 Jan-20 Apr-20

Yield To Maturity

4/9/20

7.6%

Page 9: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

9

Raymond James COVID-19 Outlook

Scenario“Stop Everything

Now”

“Procrastination” or

“Eventually We Get It”“Saved by the Summer” “Failure is an Option”

Summary

U.S. economy shuts

down all non-essential

activities for 2 weeks

Testing dramatically

increases and a

baseline number of

individuals effected is

established

By the end of the two

weeks, cases slow

down and all

individuals with the

virus are identified

Allows government to

slowly reopen activities

with active monitoring

Areas impacted by

community spread will

shut down after dragging

their feet a bit

Other communities will

fall in line, but fail to

preemptively act before

spread breaks out in

their areas

The public largely

ignores warnings until

the death rate ticks up

and public acknowledges

action is necessary

From that moment, the

“Stop Everything Now”

scenario is triggered

The government fails to

limit the spread and the

public refuses to take

meaningful action

The virus continues to

double every week, until

a slowdown in the

summer for unknown

reasons

Allows the government

and individuals time to

take real action that they

failed to initially take

We do not currently expect

this scenario to occur and

believe it has the lowest

probability

Summer does not result

in a natural buffer to slow

the virus

The virus spreads

uncontrolled and the

government fails to take

action

Catalyst

The government has

likely missed its

window to stop

everything now

Allowing individual

states to determine

their own policy is

likely to result in the

spread continuing

Additional states are

taking aggressive

enough actions showing

this type of action is

possible

Continuing without

unified policy leads to

the spread growing,

even if slowed a bit by

mitigation

White House continues

to maintain the position

that a nationwide

“lockdown” is not

necessary

This option creeps up

with each day that goes

by without significant

government actions

Gov. Actions

Public Response

Scope (#

Infected)< 500,000 < 1,000,000 > 1,000,000

> 100,000,000

~ 1,000,000 deaths

Duration Late April Late May July Fall

Economic

ImpactModerate Significant Severe Crisis

Probability 0% 40% 40% 20%

Authorized by Raymond James Healthcare Policy Analyst Chris Meekins (previously worked at the department of health

and human services in the area of public health emergency preparedness and response)

We continue to believe this will get worse before it gets better. To instill confidence in the public, either the spread of the virus needs to end or

the public's concerns over the threat of the virus must dramatically decrease. To reduce that threat, individuals need to know 1) they can get a test

when needed if they are sick; and, 2) that there is a widely available treatment for the disease that works to keep you out of the ICU and lowers the death

rate to that of season influenza (0.1%). In conversations with officials across the country, it is increasingly clear state and local governments have not

established what requirements must be met to remove the business and “shelter in place” restrictions. That makes it very difficult to see these

current restrictions lasting under 3 weeks.

Assessment of COV-19 Impact Scenarios Provided By Raymond James

Page 10: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

10

Expected Effects on the M&A Market

Timing The pandemic is likely to impact the timing of negotiations and

completion of deals. Travel is curtailed and processes are delaying

launch. Social distancing efforts are additionally affecting regulatory

clearance timelines

ValuationMarket volatility increases uncertainty around valuation outcomes for

transactions currently in the market. Potential financing disruptions or

reintroduction of covenants may limit flexibility to fund deals at the same pre-

crisis levels, leading to over-equitization of transactions, or price reductions

Financing

Lenders are already more discerning around potential pandemic exposures.

Spreads have widened substantially, increasing the cost of leverage

Due DiligenceChanges to outbound sales models, call center disruptions, working capital

challenges, adequacy of insurance coverage, IT infrastructure and other aspects

will come under scrutiny

End Market EffectsCertain end markets will be negatively impacted more than others such

as retail, entertainment, travel, hospitality and energy. Duration and

severity of impact may affect valuations

Areas of Concern Expected Impact

Headlines & Recent Developments

Concerns about the breadth of the global pandemic and its impact on businesses globally, combined with an

energy fight between Saudi Arabia and Russia, presented challenges to the 11-year old bull market. In

addition to the rush out of riskier assets like equities and commodities, traditional relationships between

stocks, bonds and gold have broke down at times in the face of broad selling

The U.S. Government is taking steps to provide economic cushion during the crisis (CARES Act). Additional

steps being considered span sick-leave to infrastructure spending

The Fed has taken multiple steps recently including interest-rate cuts, liquidity injections to short-term funding

markets and bond purchases in poorly functioning markets

Page 11: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

11

What We’re Reading

“Opinion: 3 Ways COVID-19 will Shape Fuel Demand” | Joe Petrowski, CSP News

April 3, 2020 – “While current retail fuel margins are at historic high, the nagging question is: How much will retail fuel consumption be

reduced due to Americans now working from home, the canceling of major gatherings and general sheltering in place? Here are three

predictions on how COVID-19 and social distancing will affect transportation fuel.”

Read More

Note: Links are being provided for information purposes only. Raymond James is not

affiliated with and does not endorse, authorize or sponsor any of the listed web sites or

their respective sponsors. Raymond James is not responsible for the content of any web

site or the collection or use of information regarding any web site’s users and/or members.

“Oil Price War Ends With Historic OPEC+ Deal to Slash Output” | Javier Blas, Salma El Wardany, Et. al, Bloomberg

April 12, 2020 – “The world’s top oil producers pulled off a historic deal to cut global petroleum output by nearly a 10th, putting an end to a

devastating price war but not going far enough offset the impact of the coronavirus pandemic. A week-long marathon of bilateral calls and

ministerial video conferences joined the OPEC+ alliance and the Group of 20 nations in an unprecedented agreement. Together they have

helped to lift oil prices from almost 20-year lows, but the focus of the market now shifts to whether they can dent a supply glut that keeps

growing as the virus shuts down the global economy. The deal may turn out to be ‘just a plaster on an open wound,’ consultant JBC Energy

GmbH said in a note. Despite skepticism, the agreement still represents an important victory for the alliance between OPEC and allies

including Russia, which just a few weeks ago appeared to be dead. It wasn’t easy, with talks almost falling apart late last week because

of resistance from Mexico.”

Read More

“Glutted Oil Markets’ Next Worry: Subzero Prices” | Sarah Toy, WSJ

April 15, 2020 – “While U.S. crude futures have shed more than half of their value this year, prices for actual barrels of oil in some places have

fallen even further. Storage around the globe is rapidly filling and, in areas where crude is hard to transport, producers could soon be forced to

pay consumers to take it off their hands—effectively pushing prices below zero…Part of the problem, traders say, is the industry’s limited

capacity to store excess oil. Efforts to curb the spread of the virus have driven demand to record lows. Factories have shut. Cars and

airplanes are sitting immobile. So refineries are slashing activity while stores of crude rapidly accumulate.’”

Read More

“This Crushing Double Blow for the Oil Sector Could Force a Wave of Consolidation” | Barbara Kollmeyer, MarketWatch

March 30, 2020 – “Twin blows from price wars and a demand-crushing deadly virus could usher a new era of consolidation in the oil

industry, some 20 years after the last big wave of mergers, say some observers. ‘I would be gobsmacked if 18 months from now we didn’t

have fewer names in the space as a whole. I don’t think that’s really a surprise,’ James Gutman, Dolfin’s head of investment portfolios, told

MarketWatch. ‘Oil-related equities have fallen twice as far as the rest the market since the beginning of the year. It’s been a horror show for

the market, but it’s been even worse for the oil patch,’ Gutman said. U.S. CLK20, -1.01% and Brent crude BRNK20, were hovering at or

under $20 on Monday, with prices down just over 50% so far this year. The Russia-Saudi Arabia oil-price war kicked off the pain for oil

prices in early March, followed by a demand shock as global economies shut down from the coronavirus. ‘We’re probably looking at a

surplus of 10 to 12 million barrels [of oil] a day which is larger than anything we’ve seen in memory,’ Gutman said, adding that the industry

is still struggling to figure out how bad it will get. In short, all of the above presents a major headache for oil companies trying to maintain

dividends, or in some cases just keep going.”

Read More

“World Economic Outlook Chapter 1: The Great Lockdown” | International Monetary Fund

April 2020 – “The COVID-19 pandemic is inflicting high and rising human costs worldwide, and the necessary protection measures are

severely impacting economic activity. As a result of the pandemic, the global economy is projected to contract sharply by 3 percent in

2020, much worse than during the 2008–09 financial crisis. In a baseline scenario--which assumes that the pandemic fades in the second

half of 2020 and containment efforts can be gradually unwound—the global economy is projected to grow by 5.8 percent in 2021 as

economic activity normalizes, helped by policy support. The risks for even more severe outcomes, however, are substantial. Effective

policies are essential to forestall the possibility of worse outcomes, and the necessary measures to reduce contagion and protect lives are

an important investment in long-term human and economic health. Because the economic fallout is acute in specific sectors, policymakers

will need to implement substantial targeted fiscal, monetary, and financial market measures to support affected households and

businesses domestically. And internationally, strong multilateral cooperation is essential to overcome the effects of the pandemic,

including to help financially constrained countries facing twin health and funding shocks, and for channeling aid to countries with weak

health care systems.”

Read More

Page 12: Fuel Products Distribution Insight · M&A Transactions Summary of Notable Transactions in the Last Twelve Months Source: Public company filings, press releases and CapitalIQ. Announced

FUEL PRODUCTS DISTRIBUTION INSIGHT QUARTERLY NEWSLETTER

ABOUT RAYMOND JAMES CONVENIENCE STORE & FUEL PRODUCTS DISTRIBUTION INVESTMENT BANKING

• Leading full-service financial advisor to the Convenience Store and Fuel Products Distribution industries

• Experienced and seasoned transaction team

• Dedicated to providing a full range of advisory and capital-raising solutions to industry participants

• Established strong track record of working with the industry’s leading companies and delivering results

• Maintain deep relationships with key equity investors, specialty lenders, sale-leaseback providers and other capital sources

• As M&A specialists, we understand the concerns of buyers and sellers and how to drive value for our clients

• Wholesale Petroleum

Distributors

• Commercial Fuel &

Lube Distributors

• Convenience Store Retailers

• Truck Stop and Travel

Center Operators

• Propane Distributors

• Terminal Operators

• Mobile Fueling

• Alternative Fuel Providers

• Merchandise /

Foodservice Distributors

• Company Sales

• Acquisition Advisory

• Private Equity Placements

• Debt Capital Raises

• Asset Sales / Divestitures

• Restructurings

• Recapitalizations

• Public Offerings

• Master Limited Partnerships

CLIENT FOCUSADVISORY SERVICES

Convenience Store & Fuel Products Distribution Investment Banking

Convenience Store & Fuel Products Distribution Team

SCOTT GARFINKEL

Group Head

Nashville, TN // 615.645.6796

[email protected]

ROGER WOODMAN

Managing Director

Atlanta, GA // 404.240.6864

[email protected]

DAVID CORBETT

Director

Atlanta, GA // 404.279.7442

[email protected]

JOHN VEITH

Director

Nashville, TN // 615.645.6799

[email protected]

Representative Transactions

12

This material is not to be considered an offer or solicitation regarding the sale of any security. This material was prepared within Raymond James &

Associates’ Investment Banking Department and is for information purposes only. This material is not a product of Raymond James & Associates’

Research Department; recipients of this report should not interpret the information herein as sufficient grounds for an investment decision or any other

decision. The report shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities mentioned herein; past performance does

not guarantee future results. Information contained in this report was received from sources believed to be reliable, but accuracy is not guaranteed.

Raymond James & Associates, Inc.., member of New York Stock Exchange / SIPC

Has sold its retail convenience

store assets to

(formerly Tesoro Corp.)

Has acquired a minority

ownership position in Has sold its fuel and propane

distribution assets to

Has sold its wholesale fuel and

refined fuel terminal assets to

Has been acquired by

Has announced its sale to

$289,000,000

Has sold its convenience store

and fuel distribution assets to

Has acquired propane distribution

and rail terminal assets from

Has acquired

OklahomaHas announced its sale to