Couche-Tard fuels growth with $3.8-billion CST deal

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Alimentation Couche-Tard Inc.'s $3.8-billion (U.S.) all-cash deal to buy Texas-based gas-and-convenience-store chain CST Brands Inc. is the Quebec company's biggest acquisition ever and its fourth this year, but that hasn't sated its appetite for more deals to fuel growth, says chief executive Brian Hannasch.

"We're very committed to deleveraging [debt to pay for the CST chain] rapidly and put ourselves in a position of continuing to take advantage of strategic acquisition opportunities in the future," Mr. Hannasch said on a media conference call Monday.

The definitive merger agreement between Laval-based Couche-Tard and CST – valued at $4.4-billion, including CST debt – boosts Couche-Tard's status as a major convenience-store industry consolidator and top global player in the sector, nudging it closer to top dog, 7-Eleven, owned by Seven & I Holdings Co. of Japan.

CST has more than 2,000 locations throughout the southwestern United States, Georgia and Eastern Canada. Including the new CST stores, Couche-Tard will have about 14,000 locations around the world, including sites in Scandinavia, the Baltic States, Ireland and Russia.

The big prize in the CST deal – which values CST at $48.53 per share – are the 600-plus stores in Texas, a major high-growth market, Mr. Hannasch said.

He and chief financial officer Claude Tessier said Couche-Tard will be carrying net debt of 3.5 times earnings before interest, taxes, depreciation and amortization (EBITDA) upon closing of the CST deal, expected in early 2017. That ratio is expected to drop to 3.1 times after the first year and to 1.4 times after the fifth year.

When Couche-Tard did its last blockbuster deal – $2.8-billion to acquire Scandinavia's Statoil Fuel & Retail ASA in 2012 – its debt level was 3.6 times EBITDA.

Moody's Investors Service Inc. said in a note Monday that Couche-Tard's ratings outlook "remains stable."

Couche-Tard "has a proven track record of acquiring and integrating acquisitions and Moody's believes the CST acquisition is strategically appropriate," Moody's analyst Peter Adu said.

"While leverage will materially increase, [Couche-Tard] generates significant free cash flow and will reduce debt quickly as it has demonstrated in the past."

Mr. Hannasch, who took over as CEO from founder and chairman Alain Bouchard two years ago, said Couche-Tard will be more modest in its takeover activity in the near future.

"We certainly will be more selective in the coming months. We're continually looking for tuck-in acquisitions," he said. "The pipeline for smaller deals is robust and we will continue to be active there."

On a pro-forma basis, a merged Couche-Tard and CST would have annual revenue of $47.7-billion and adjusted EBITDA of $2.9-billion, according to Couche-Tard.

In a pre-emptive move, Couche-Tard says it plans to sell a yet-to-be-determined number of Canadian CST-operated stores – mainly the ones also selling fuel – to Canadian firm Parkland Fuel Corp. to address potential Competition Bureau over corporate concentration.

There is overlap particularly in Quebec and the Maritimes, Mr. Hannasch said.

Couche-Tard also plans to sell other Canadian CST assets to Parkland – such as self-serve gas stations, a commercial and home energy business and the Montreal corporate head office. The total value of the sale of those assets, including stores, is about $750-million.

Exactly how many Canadian stores will be sold to Parkland – at the minimum, about 45 per cent – will be determined after the Competition Bureau has completed its review of the proposed transaction.

Couche-Tard plans to use the proceeds from the sale of the CST Canadian assets to repay part of its credit facilities.

CST – which was spun off from Valero Energy Corp. three years ago – is the fourth-largest convenience-store chain in North America. Its main brand is Corner Store, known in Quebec as Dépanneur du Coin. Couche-Tard's main banner outside Quebec is Circle K. The company announced plans last year to rebrand its Mac's Milk stores as Circle K.

The deal with CST includes the latter's existing partnership with CrossAmerica Partners LP, which distributes branded and unbranded fuel to more than 1,100 locations in the United States.

Couche-Tard said it expects to finance the deal with available cash, existing credit facilities and a new term loan.

"With this transaction we would strategically strengthen our positioning in both the 'sun belt' and the east coast of North America," Mr. Hannasch said, adding that CST also has a strong presence in Georgia.