Couche-Tard Inks Deal for 2,000-Plus Sites in Europe

LAVAL, Québec — Alimentation Couche-Tard Inc. is expanding its presence in Europe through the acquisition of certain assets from TotalEnergies SE.

The deal comprises 100 percent of TotalEnergies' retail assets in Germany and the Netherlands, in addition to 60 percent controlling interest in the company's Belgium and Luxembourg entities. TotalEnergies is a French multinational integrated energy and petroleum company. It is one of the seven supermajor oil companies.

The acquisition includes a total of 2,193 sites. Approximately 1,195 are located in Germany, 566 in Belgium, 387 in Netherlands and 45 in Luxembourg. The majority are company-owned (68 percent) with the balance being dealer-owned (32 percent).

"We are excited to welcome the TotalEnergies employees and stores into the Couche-Tard family. As we learned more about their business, it became clear that we share the same customer-centric approach, values and focus on an engaged workforce," said Brian Hannasch, president and CEO of Couche-Tard.

"We have deep respect for its operations, management and people as well as great confidence that by joining forces together, we will build a winning global retail operation in the region. We see this as a strong geographical fit with our existing European network, which will allow us to grow together in some of Europe's strongest economies and move forward in our vision to become the world's preferred destination for convenience and mobility," he added.

For the 2022 calendar year, TotalEnergies EBITDA was approximately €500 million (or roughly $530 million), including the non-controlling interest, or approximately €455 million (or roughly $483 million) excluding the noncontrolling interest.

The all-cash purchase price is approximately €3.1 billion (or approximately $3.29 billion). Couche-Tard expects to finance the acquisition using available cash, existing credit facilities, U.S. Commercial Paper Program and a new term loan. National Bank Financial Markets, The Bank of Nova Scotia and RBC Capital Markets are acting as co-lead arrangers and joint bookrunners on the new term loan.

"In Europe, the transformation of mobility is changing the way customers use service stations. This deep trend means that new services and new activities need to be developed, notably in the stores. Service stations must expand from just selling fuel to become full-fledged service hubs. For this reason, TotalEnergies has decided to partner with Couche-Tard and tap into its recognized expertise in operating convenience stores in service stations," commented TotalEnergies chairman and CEO Patrick Pouyanné.

"We are delighted that Couche-Tard will apply all of its know-how in these 2,200 service stations in western Europe and join forces with us in Belgium and Luxembourg, where we are the market leader," he continued. "I am certain that this win-win forward-looking move will be a great success."

The transaction is subject to customary regulatory approvals. If accepted, the deal is expected to close before the end of 2023.

European Expansion

Laval-based Couche-Tard operates in 24 countries and territories, with more than 14,300 stores, of which approximately 10,900 offer road transportation fuel. The company entered Europe with the 2012 acquisition of Statoil Fuel & Retail, a leading Scandinavian road transportation fuel and convenience retailer. The deal included 2,300 convenience stores across Scandinavia (Norway, Sweden, Denmark), Poland, the Baltics (Estonia, Latvia, Lithuania) and Russia.

Then, in 2016, Couche-Tard entered the Emerald Isle market with the acquisition of Topaz Energy Group Ltd., the leading convenience and fuel retailer in Ireland. The Topaz network included 444 stations across Ireland, more than 30 depots and two owned terminals.

Alimentation Couche-Tard is known globally for its Couche-Tard and Circle K banners.