Parent of Circle K agrees to buy CST Brands for $4.4 billion

Kim Lubel, president and CEO of CST Brands Inc., will leave the company after it completes its $4.4 billion merger with Alimentation Couche-Tard Inc., the Canadian parent company of Circle K. Kim Lubel, president and CEO of CST Brands Inc., will leave the company after it completes its $4.4 billion merger with Alimentation Couche-Tard Inc., the Canadian parent company of Circle K. Photo: Helen L. Montoya /San Antonio Express-News Photo: Helen L. Montoya /San Antonio Express-News Image 1 of / 83 Caption Close Parent of Circle K agrees to buy CST Brands for $4.4 billion 1 / 83 Back to Gallery

Quebec-based Alimentation Couche-Tard Inc., the parent company of the Circle K chain of gas stations, has agreed to buy San Antonio-based convenience store operator CST Brands for about $4.4 billion in an all-cash transaction.

Investors will receive $48.53 a share for CST — a price that is 42 percent higher than CST’s closing price on March 3, shortly before the company announced it was considering a sale, Couche-Tard said Monday. Couche-Tard also agreed to assume all of CST’s debt.

The $48.53 offering price also is 3 percent above CST’s closing price as of last Monday, hours before the Wall Street Journal reported that Couche-Tard was the likely winning bidder for the San Antonio company.

The boards of both companies unanimously agreed to the sale. Couche-Tard plans to rebrand CST’s stores under the Circle K logo and to establish a business unit in San Antonio with shared service operations after the acquisition closes.

CST’s stock-price reaction in light of the news was somewhat unusual. Instead of rising toward Couche-Tard’s offer price as expected, CST dropped slightly Monday, closing at $47.45 a share. And in another curiosity, Couche-Tard’s shares soared by more then 7 percent.

The bid falls well short of what many analysts were expecting. Just last week, with a deal looking imminent, Wells Fargo said any takeout offer would at least be above $50 a share, with the potential for bids as high as $56. When activist investor Engine Capital first started publicly pushing for a sale back in December, it estimated a price tag of between $50 and $55 based on recent industry transactions.

CST shareholders are still making out pretty well in this deal, considering the run up in shares since CST announced it was exploring a sale. Couche-Tard is topping the stock’s highest stand-alone price since its 2013 spinoff from Valero and paying a 26 percent premium to analysts’ average price target before the sale speculation picked up in the spring.

The merger constitutes a significant coup for Couche-Tard in its bid to become the dominant convenience store operator in North America. CST Brands operates 2,019 stores in the United States and Canada, a network attained by the San Antonio’s aggressive acquisitions strategy since it spun from Valero Energy Corp. in 2013 — though the approach saddled the company with billions in debt. The acquisition brings Couche-Tard’s North American convenience store network to 10,180 stores.

Executives for both companies view the sale as a major in-road for Couche-Tard to establish a larger footprint for its Circle K chain in the Southeast, especially in Texas where CST runs 648 stores.

“It’s a great fit geographically,” Couche-Tard CEO Brian Hannasch said on a conference call with reporters Monday. “Our strength is in the U.S. Southeast, the West Coast and the Midwest. Texas is one of the fastest growth markets in the U.S.”

CST Brands CEO and president Kim Lubel echoed Hannasch, “This really gives us a nice scale for Circle K in Texas and fits almost like a jigsaw puzzle when you layer the two together, on the U.S. footprint in particular.”

As part of the merger, Couche-Tard will sell off some of CST’s Canadian operations to Parkland Fuel Corp. for $750 million after the merger is complete. Couche-Tard expects to finance it with its available cash and new and existing loans.

Couche-Tard believes the purchase will boost its earnings per share by up to 50 cents and yield up to $200 million in pretax cost savings within three years, according to a presentation on its website.

It’s unclear how exactly CST’s corporate presence in San Antonio and executive team will be affected by the sale. The San Antonio-based company, which operates the Corner Store brand of convenience stores, currently leases about 83,000 square feet of office space at 100 Valero Way , for its corporate headquarters. CST plans to move into its new 559,258-square-foot headquarters at 19500 Bulverde Road, which it paid $43 million to acquire in 2014, within the next three weeks, Lubel said.

“The agreement from Couche-Tard to open up their Circle K division with a shared service center will give our employees opportunities as we move to our new campus as well,” Lubel said.

A CST spokesperson did not immediately respond to follow-up requests for comment.

CST sought the sale after two activist investors — Engine Capital LP in New York and Houston-based JCP Investment Management — muscled their way onto the board in March and pushed the company to seek “strategic alternatives” to boost its stockholder value.

The merger is expected to close in early 2017, according to the release. It is subject to the approval of CST’s shareholders and regulators in the U.S. and Canada.

CST had been on a shopping spree since its spinoff, issuing new debt to finance its ambitious growth plans. The convenience store operator acquired $300 million of fresh debt with the February purchase of Flash Foods, a Georgia-based convenience store chain with 165 stores. That month, a CST subsidiary snatched up Wisconsin-based Erickson Oil Products and its 64 stores in the upper Midwest. Last year, CST bought New York-based Nice N Easy Grocery Shoppes’s 77 stores and CrossAmerica Partners bought 22 convenience stores in San Antonio and Austin from Houston-based Landmark Industries in early 2015.

That strategy weighed down CST’s stock and prompted S&P Global Ratings to warn the company earlier this year of a possible downgrade in its credit rating. S&P revised its CreditWatch implications to “positive” from “developing” on news of the sale.

The purchase of CST is Couche-Tard’s largest acquisition to date, surpassing the Canadian company’s $2.8 billion purchase of Norway-based Statoil Fuel & Retail in 2012. Couche-Tard added more than 1,500 stores to its U.S. network in March 2014 when it bought The Pantry, a North Carolina-based convenience store chain, for $1.7 billion.

In recent months, CST had been reshaping itself to emphasize sales of groceries and fresh food over fuel through its Corner Store Market concept, a move intended to insulate the company from volatility in the oil and gas industry and declining cigarette sales.

CST’s gross profit from sales of merchandise and services in the U.S. and Canada jumped 24 percent to $182 million during the second quarter, compared to $147 million during the same period in 2015. Gross profit for fuel sales, including sales made by CST’s subsidiary CrossAmerica Partners LP, rose to $134 million during the second quarter — or 14 percent more than the $118 million last year.

Bloomberg News contributed to this article.

jfechter@express-news.net

Twitter: @JFreports