How a sale of EG America could impact the c-store industry

Business


News has surfaced over the past couple of weeks that Blackburn, U.K.-based c-store giant EG Group may be looking to sell its assets in the U.S. in an effort to relieve billions in debt.

EG Group, which operates domestically as EG America, came out of nowhere in 2018 when it acquired Kroger’s 762-site c-store network. Five years later, it has grown into one of the largest c-store players in the U.S, operating nearly 1,800 c-stores and gas stations under numerous banners.

Although reports are speculative as of now, EG has hinted at a possible move. In its most recent quarterly trading update, the retailer said it’s “committed to reducing total net leverage through debt reduction and free cash flow generation, with the Group actively exploring deleveraging options.”

If a sale of EG America’s c-store assets — which are scattered across 33 states — were to happen, it would surely cause massive ripple effects across the industry. Among those could be a further shift of power to the industry’s top players, decreased overall store count and a bidding war for EG’s assets, experts say.

Sale-leaseback rumors heating up

Early reports noted that if EG were to sell its U.S. assets, any sales would likely be structured as sale-and-leaseback deals. This means EG would find a buyer, and then lease back those stores, essentially becoming a renter. In this scenario, nothing about the stores would change besides the fact that EG wouldn’t own them anymore.

In EG’s case, the sale-leaseback would likely allow the company to raise capital while still operating its stores without owning them. 

Sale-leasebacks aren’t new to the c-store industry, as retailers often “keep the dirt and lease the retail space,” or vice versa, depending on if they’re in growth mode or focused on retaining real estate, said Peter Rasmussen, founder and CEO of c-store consultancy Convenience and Energy Advisors.

“Many retailers do a mixture of both,” he said.

In 2016, c-store retailer Global Partners LP made a $67 million sale-leaseback deal with a real estate investor that included 33 of its locations in New England. At the time of the deal, Eric Slifka, president and CEO of Global Partners, said he expected the proceeds gained from the transaction to “reduce debt and provide financial flexibility to reinvest in and expand” its business.

That’s likely what EG Group would be looking to accomplish if it undertakes sale-leasebacks for its U.S. stores, experts say.

“If you own all of your sites, if you own the dirt that you operate on, you’re going to carry a lot more debt — and it’s going to be harder to expand,” said Rasmussen. “And if you’re leasing, especially if you’re leasing things that are part of larger developments, then it gives you the opportunity to grow stores faster.”

Inside a Turkey Hill c-store, one of EG’s brands in the U.S.

Retrieved from Turkey Hill website.

 

If EG Group does decide to undertake a sale-leaseback of its U.S, sites, it wouldn’t be an attractive acquisition opportunity for other c-store companies, who would likely prefer to invest their money into their own stores and control the operations, said Steve Montgomery, president of c-store consultancy b2b Solutions.

While this might be interesting to a large bank or private equity firm, Montgomery said he can’t foresee any retailer wanting to be the landlord of a retailer the size of EG Group.

“There’s no upside,” he said. “All you’re going to end up doing is being their landlord. Who cares?”

Who would potential buyers be?

If EG Group were to sell its U.S. stores outright, who would be the buyer? 

That depends on whether EG were to sell all of its stores in one package or sell in sections across multiple companies, said Rasmussen. Selling in sections is something that seems likely if EG were to take the sale-leaseback approach, as the initial Sky News report noted “sale-leaseback deals,” and not one singular transaction, Montgomery said.

While a private equity company or bank would be an option for a full-blown buyout, if it’s a c-store retailer looking to purchase EG’s U.S. sites, Montgomery thinks it can only be one of the two biggest players in the U.S. space, since they’re the only ones who can afford an acquisition likely to be in the billions.

“If they go to sell them, who’s got that kind of money to buy?” he said. “I don’t know of any c-store company other than, perhaps, Circle K or 7-Eleven that could buy them all.”



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