MLP Historical Returns, Valuation & Their Impact on

Downstream M&APresented to:

February 9, 2015

CEDRIC FORTEMPS, CFAManaging Director & Principal

804.591.2039cfortemps@matrixcmg.com

Richmond | Baltimore | Chicago

www.matrixcmg.com

Society of Independent Gasoline Marketers of

America

SPENCER CAVALIER, CFA, ASAManaging Director & Principal

667.217.3320spcavalier@matrixcmg.com

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Comparison of Energy MLP and S&P 500 Total Returns

The graph below compares a $1,000 investment in January, 2004 in the Alerian MLP Index (a float-adjusted, capitalization-weighted index of energy MLPs, which includes 50 prominent companies and captures approximately 75% of available energy MLP market capitalization) versus the same investment in the S&P 500. As the graph shows, the Alerian MLP Index has significantly outperformed the S&P 500, with all of the excess returns occurring in the last 5 ½ years

One of the primary drivers of MLP valuations is the fact that investors continue to favor MLPs due to the partnerships’ units current yields (Alerian Index’s current yield as of 12/31 was approximately 6.1%) in comparison to Treasury rates (2.2%)

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MLP Index Yield and 10-Yr Treasury Yield

Historically, the yield spread between the yield on the Alerian MLP Index and the 10 Year Treasury has ranged between 200 and 400 basis points, with the current spread being approximately 3.9%

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Current Energy MLP Yields Versus Other Indexes

Source: Alerian.com

Utilities are represented by the S&P 500 Utilities Index, a composite of utility stocks in the S&P 500 Real Estate Investment Trusts (REITs) are represented by the Real Estate 50 Index, a supplemental benchmark to the FTSE NAREIT US Real

Estate Index Series to measure the performance of larger and more frequently traded equity REITs Bonds are represented by the Barclays US Aggregate Total Return Bond Index

2.14%

2.42%

3.39%

3.77%

6.13%

0% 1% 2% 3% 4% 5% 6% 7%

S&P

DJIA

Utilities

REITs

AMZ

CURRENT YIELDS ON VARIOUS INDEXES

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Alerian MLP Index Returns in Declining Interest Rate Market The graph below tracks the total returns of the Alerian MLP Index against the 10 Year Treasury yield The Alerian Index has performed tremendously well since 1996, which has been a prolonged period of declining

interest rates However, the MLPs may have challenges in continuing to provide investors with superior returns if interest rates

begin to increase as the interest expenses on debt will increase, but more importantly, unit share valuations are likely to be compromised if MLPs cannot increase distributions through growth. If MLP distributions don’t increase in an increasing interest rate environment, the only way for the yield spread to remain in its historical range is for MLP unit values to decrease

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Convenience Store CompaniesEnterprise Value/Corporate EBITDA Multiples

Matrix CS-EVX: Quarterly Enterprise Value / Corporate EBITDA Multiples2009 2010 2011 2012 2013 2014

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3Alimentation Couche-Tard Inc. (ATD.B) 6.4 6.9 7.1 6.6 6.7 7.6 7.3 8.5 7.6 8.1 8.9 11.2 15.4 11.8 10.8 10.9 9.6 10.7 11.0 11.4 13.7Casey's General Stores, Inc. (CASY) 4.8 5.0 4.8 5.6 6.8 8.5 8.1 8.7 8.1 8.4 8.5 9.1 8.9 8.0 9.2 9.7 9.9 10.3 10.3 9.7 11.0CST Brands, Inc. (CST) - - - - - - - - - - - - - - - 9.2 8.1 8.6 9.0 10.1 10.2Murphy USA Inc. (MUSA) - - - - - - - - - - - - - - - - 6.4 6.5 7.7 7.7 7.8The Pantry, Inc. (PTRY) 5.0 6.6 6.9 6.1 6.1 6.4 6.5 5.6 5.5 5.7 5.9 6.1 6.3 5.9 5.9 6.0 6.2 6.6 6.6 6.6 6.8Susser Holdings Corporation (SUSS+) 6.6 5.9 7.3 7.9 6.8 6.3 6.1 6.3 6.5 6.1 6.1 7.2 4.8 7.7 6.1 7.2 8.4 9.6 14.5 14.5 -Matrix CS-EVX™ 5.7 6.1 6.5 6.5 6.6 7.2 7.0 7.3 6.9 7.1 7.3 8.4 8.8 8.4 8.0 8.6 8.1 8.7 9.8 10.0 9.9+ Prior to being acquired by Energy Transfer Partners, Susser Holdings Corporation (SUSS) was adjusted for its holdings in Susser Petroleum Partners LP, which now trades under Sunoco LP (SUN)

Ticker / Index

The average Enterprise Value to Corporate EBITDA valuation multiple of the publicly traded pure-play convenience store companies that have been public since 2009 has nearly doubled since early 2009 (from 5.7X to 9.9X), allowing those companies to make acquisitions at much higher multiples today than in the past, and still have them be accretive to earnings

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Matrix Convenience Store – Market Capitalization Index

The graph below compares total equity returns since the beginning of 2007 for the Matrix Capital Index (consisting of pure-play publicly traded convenience store companies) versus the S&P 500 on a $1,000 investment in each. As the graph demonstrates, publicly traded convenience store companies have nearly doubled the returns of the S&P 500 over the last 6+ years, with all of the excess returns occurring in the last 3 ½ years

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Valuations of Publicly Traded Companies

Publicly Traded Comparables ($ in millions, except per share data)C-Store Focused Retailers

Business Segments Stock Enterprise Corp. EV/ DividendWhole- Pipeline/ Price On Market Total Cash & Value Debt/ LTM LTM Yield

Company (Ticker) Retail Sale Refining Terminals Logistics 12/31/14 Cap Debt Equiv (EV) EV EBITDA EBITDA (DY)

Alimentation Couche-Tard Inc. (ATD.B) x 42.04 23,990 2,246 595 25,721 8.7% 1,675 15.4x 0.38% Casey's General Stores, Inc. (CASY) x 90.32 3,481 854 72 4,343 19.7% 390 11.1x n.m. CST Brands, Inc. (CST) x 43.61 3,387 1,021 427 4,128 24.7% 372 11.1x 0.57% Murphy USA Inc. (MUSA) x 68.86 3,149 492 328 3,389 14.5% 475 7.1x n.m. The Pantry, Inc. (PTRY) x 37.06 869 930 123 1,707 54.5% 261 6.5x n.m.

High 15.4x 0.57% Low 6.5x 0.38%

Mean 10.3x 0.48% Median 11.1x 0.48%

Wholesale Focused MLPs10-yr Consensus Implied

Business Segments Stock Enterprise Corp. EV/ Distribution (2.17%) Analyst Forward Whole- Pipeline/ Price On Market Total Cash & Value Debt/ LTM LTM Yield Yield Estimates EBITDA

Company (Ticker) Retail Sale Refining Terminals Logistics 12/31/14 Cap Debt Equiv (EV) EV EBITDA EBITDA (DY) Spread 2015 EBITDA Multiple

CrossAmerica Partners LP (CAPL) x 40.29 925 236 3 1,162 20.4% 54 21.6x 5.29% 3.12% 94 12.34xSunoco LP (SUN) x 49.77 1,691 274 11 1,954 14.0% 53 36.6x 4.39% 2.22% 180 10.84x

High 36.6x 5.29% 3.12% 180 12.3xLow 21.6x 4.39% 2.22% 94 10.8x

Mean / Median 29.1x 4.84% 2.67% 137 11.6x

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Valuations Publicly Traded Comparables (cont’d)

Publicly Traded Comparables ($ in millions, except per share data)Multi-Segment (C-Corps & LLCs)

Business Segments Stock Enterprise Corp. EV/ DividendWhole- Pipeline/ Price On Market Total Cash & Value Debt/ LTM LTM Yield

Company (Ticker) Retail Sale Refining Terminals Logistics 12/31/14 Cap Debt Equiv (EV) EV EBITDA EBITDA (DY)

Alon USA Energy, Inc. (ALJ) x x x 12.67 872 556 194 1,343 41.4% 295 4.5x 3.16% Delek US Holdings, Inc. (DK) x x x 27.28 1,646 594 498 2,017 29.5% 415 4.9x 2.20% Marathon Petroleum Corporation (MPC) x x x x x 90.26 25,290 6,264 1,854 31,971 19.6% 5,166 6.2x 2.22% TravelCenters of America LLC (TA) x 12.62 475 195 127 544 35.9% 121 4.5x n.m. World Fuel Services Corp. (INT) x x 46.93 3,382 767 389 3,764 20.4% 310 12.1x 0.32%

High 12.1x 3.16% Low 4.5x 0.32%

Mean 6.4x 1.97% Median 4.9x 2.21%

Multi-Segment (MLPs)10-yr

Business Segments Stock Enterprise Corp. EV/ Distribution (2.17%)Whole- Pipeline/ Price On Market Total Cash & Value Debt/ LTM LTM Yield Yield

Company (Ticker) Retail Sale Refining Terminals Logistics 12/31/14 Cap Debt Equiv (EV) EV EBITDA EBITDA (DY) Spread

Alon USA Partners, LP (ALDW) x x 12.91 807 293 115 1,089 26.9% 231 4.7x 15.6% n.m. Delek Logistics Partners, LP (DKL) x x 35.47 847 230 1 1,080 21.3% 89 12.1x 5.5% 3.36% Energy Transfer Partners, L.P. (ETP) x x x 65.00 22,565 18,885 1,060 47,828 39.5% 3,721 12.9x 6.0% 3.83% Global Partners LP (GLP) x x x x 32.99 996 853 6 1,911 44.6% 254 7.5x 7.9% 5.74% MPLX LP (MPLX) x 73.49 5,840 265 32 6,271 4.2% 233 26.9x 2.1% (0.09%)Northern Tier Energy LP (NTI) x x x x x 22.14 2,053 364 106 2,311 15.8% 326 7.1x 12.2% 15.90%

High 26.9x 15.6% 15.90% Low 4.7x 2.1% (0.09%)

Mean 11.9x 8.2% 5.75% Median 9.8x 7.0% 3.83%

The dividend yield for variable MLPs (e.g. ALDW, NTI) is calculated based on the dividends distributed over the last 12 months. The dividend yield for all other companies is calculated by annualizing the most recent quarterly dividend.

Unprecedented Time in the C&G Market for M&A Activity

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The consolidation of the petroleum marketing and convenience store industry is accelerating, primarily due to the following factors:

Factors that are likely permanent:Industry maturity – shrinking motor fuels volumes and cigarette salesNeed of existing and soon-to-be public entities to grow revenues and cash flowHeightened competition and a lack of interest by certain regional jobber-retailers to reinvest to compete long-termNeed to reduce product acquisition costs (fuel and c-store) and suppliers’ willingness to provide better pricing terms to larger customersNeed to spread overheads over a wider baseEver increasing expenses putting pressure on operators (e.g. credit card fees, insurance, health-care mandate, other government mandated costs, etc.)Generational transfers

Factors that are subject to change:Capital Cost & Availability

Low interest rates and cost of capitalAccess to public equity markets by MLP’s & potential for valuation arbitrageCost of capital differences between smaller and larger operators

Accretion/Dilution Analysis for Acquisition by an MLP

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The below example illustrates the purchase price that a hypothetical MLP could pay for a company with $10 million of Pro Forma Corporate EBITDA and have the acquisition be neither accretive nor dilutive to its unit price assuming yield is the sole driver of unit price

Seller's Pro Forma Corporate EBITDA (in millions): 10.0$ Debt/Enterprise Value Ratio: 25.0%Buyer: Example MLP Interest Rate: 5.0%Unit Price: 50.00$ Distribution Coverage Ratio: 1.10Units Outstanding (in millions): 20.0Market Capitalization (in millions): 1,000$

Example assumes that 100% of Seller's income is qualifying income and that additional debt is non-amortizing

Analysis of Purchase Price for Non-Accretive, Non-Dilutive Transaction

Total Unitholder Dividend Yield 6.00% 6.50% 7.00% 7.50% 8.00% 8.50%

Seller's Pro Forma Corporate EBITDA 10.00 10.00 10.00 10.00 10.00 10.00Less: Maintenance CAPEX (0.20) (0.20) (0.20) (0.20) (0.20) (0.20)Less: Interest Expense (1.98) (1.85) (1.74) (1.65) (1.56) (1.48)Incremental Distributable Cash Flow 7.82 7.95 8.06 8.15 8.24 8.32

Total Incremental Distributions Required 7.11 7.22 7.32 7.41 7.49 7.56Distributions Paid to Unitholders (Pre-Transaction) 60.00 65.00 70.00 75.00 80.00 85.00Distributions Paid to Unitholders Post-Transaction 67.11 72.22 77.32 82.41 87.49 92.56

# of Shares Issued Required to Fund Transaction 2.37 2.22 2.09 1.98 1.87 1.78

Equity Issued 118.55 111.15 104.63 98.82 93.63 88.96Debt Issued 39.52 37.05 34.88 32.94 31.21 29.65Total Purchase Price 158.06 148.20 139.50 131.76 124.84 118.61

Implied Multiple of Seller's Pro Forma Corporate EBITDA 15.81 14.82 13.95 13.18 12.48 11.86

all $ amounts stated in millions

Transaction Assumptions