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Agreement to Acquire Cst Brands Inc ALIMENTATION COUCHE-TARD INC. AGREEMENT TO ACQUIRE CST BRANDS INC. August 2016 FORWARD-LOOKING INFORMATION AND CAUTIONARY LANGUAGE This presentation and the accompanying oral presentation contain forward-looking statements within the meaning of applicable securities legislation. Forward- looking statements are typically identified by words such as “projected”, “estimate”, “may”, “anticipate”, “believe”, “expect”, “plan”, “intend” or similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact contained in these slides are forward- looking statements. Forward-looking statements involve numerous assumptions, risks and uncertainties. A variety of factors, many of which are beyond Alimentation Couche-Tard Inc.’s (“Couche-Tard”) control, may cause actual results to differ materially from the expectations expressed in its forward-looking statements. These factors include, but are not limited to, the effects of the integration of acquired businesses and the ability to achieve projected synergies, fluctuations in margins on motor fuel sales, competition in the convenience store and retail motor fuel industries, foreign exchange rate fluctuations, and such other risks as described in detail from time to time in documents filed by Couche-Tard with securities regulatory authorities in Canada, including those risks described in Couche-Tard’s management’s discussion and analysis (MD&A) for the year ended April 24, 2016. Couche-Tard’s MD&A and other publicly filed documents are available on SEDAR at www.sedar.com. Unless otherwise required by law, Couche-Tard does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by it or on its behalf. While the information contained in this presentation is believed to be accurate, Couche-Tard expressly disclaims any and all liability for any losses, claims or damages of whatsoever kind based upon the information contained in, or omissions from, this presentation or any oral communication transmitted in connection therewith. In addition, none of the statements contained in this presentation are intended to be, nor shall be deemed to be, representations or warranties of Couche-Tard and its affiliates. Where the information is from third-party sources, the information is from sources believed to be reliable, but Couche-Tard has not independently verified any of such information contained herein. This presentation is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities. Under no circumstances should the information contained herein be considered an offer to sell or a solicitation of an offer to buy any securities. This presentation does not constitute a solicitation of any vote or approval. 2 HIGHLIGHTS OF THE TRANSACTION Strategic Significant Synergy Acquisition Rationale Importance Potential • Unique opportunity to acquire one of few • US operating model strongly aligned with • Additional convenience sales and fuel remaining potential North American ACT North America model – Company- volume present top-line upside public targets exceeding 1,000 stores operated retail sites • Significant efficiency gains through • ACT to exceed 10,000 North American • Strong geographic and strategic fit sharing of business awareness and best stores (including Esso Canada) providing • Strong entry into growing Texas market practices ACT with even more scale and leverage with 600+ sites. Texas is one of the • Cost optimization through combination of to create brand awareness and take fastest growing market in the US two large and successful companies advantage of merchandise and fuel • Fills in last remaining void in Southeast • Optimization of supply conditions through procurement opportunities US with CST’s acquisition of Flash ACT’s procurement strategy Foods in Georgia and Florida • Optimization of distribution strategy • Opportunity to strengthen ACT’s network • Elimination of redundant costs Rank Chain Name No. of Stores in Colorado, Arizona, Quebec and Ontario #1 7-Eleven 8,273 • Talent acquisition and outstanding cross- #2 Couche-Tard/Circle K 7,276 learning potential #3 Speedway 2,770 • Significant and valuable real estate #4 Casey’s General Stores 1,896 portfolio #5 CST Brands/Corner Store 1,318 • Potential to leverage CST’s existing MLP #6 Aplus, MACS/Tigermarket, Stripes, Aloha (Sunoco Inc.) 1,309 structure #7 Murphy USA, Murphy Express 1,296 #8 ampm 970 #9 Kroger: Turkey Hill, Kwik Shop, Quik Stop, etc. 790 #10 Suncor Energy: Petro-Canada, Neighbours, SuperStop 750 Source: 2016 CSP Convenience Top 101 3 TRANSACTION SUMMARY • Alimentation Couche-Tard Inc. (“ACT”) has entered into a merger agreement to acquire 100% of the outstanding shares of CST Brands Inc. (“CST”) by merger, representing a total enterprise value of US$4.43 billion or approximately US$4.28 billion excluding the value of CST’s equity participation in CrossAmerica Partners LP (“CAPL”) • CST shareholders to receive a cash consideration of US$48.53 per share • Implied CST EBITDA multiple of 10.4x pre-synergies (1), 7.0X to 7.6x post-synergies (1) • Transaction is expected to generate between US$150M and US$200M in pre-tax annual cost synergies to be realized 24-36 months after closing • Merger expected to be accretive to earnings within the first year post closing – 40-50 cents EPS accretion expected within third year post closing • Couche-Tard expects to finance the purchase of CST, including the refinancing of a portion of CST’s existing indebtedness through: • Capacity under existing revolving credit facilities • New acquisition debt financing consisting of term loans of which a portion will be termed-out over time • Provides ACT control over CAPL’s General Partner, ownership of associated Incentive Distribution Rights and equity stake of ~20% in CAPL • CAPL is a distributor of branded and unbranded petroleum for motor vehicles in the United States • Following acquisition of CST, ACT will sell a majority of CST’s Canadian assets to Parkland Fuel Corporation for approximately US$750M • Strong value creation through: • Significant EPS accretion • Strong free cash flow generation • Continued capacity to invest in existing business • ACT’s usual discipline which will allow for rapid deleveraging and adequate positioning to seize future investment opportunities • The transaction is subject to CST shareholders approval, to customary regulatory approvals and to closing conditions. We anticipate that the CST transaction will close early calendar year 2017 (1) Pro forma the Flash Foods acquisition, the California and Wyoming sale of assets and adjusted for non-recurring expenses. Excluding CrossAmerica Partners LP. (2) All financial information in this presentation is in US dollars, except if otherwise indicated (3) All information in this presentation exclude CrossAmerica Partners LP, except if otherwise indicated 4 ALIMENTATION COUCHE-TARD INC. ALIMENTATION COUCHE-TARD OVERVIEW ACT SNAPSHOT • Listed on the Toronto Stock Exchange ATD.B Couche-Tard’s vision is to become the world’s preferred destination for • Market Cap CA$35B convenience and fuel • Revenues US$34.1B Fiscal Year 2016 Our mission is to offer our customers a fast and friendly service • Gross Profit US$6.0B Fiscal Year 2016 (+15.4%) by developing a warm and customized relationship with them, • EBITDA US$2.3B Fiscal Year 2016 (+24.3%) while finding ways to pleasantly surprise them on a daily basis • Number of stores 12,021 North America 7,888 We strive to meet the demands and Europe 2,659 needs of people on the go. We offer International 1,474 food, hot and cold beverages, car wash services, road transportation • Net Debt / EBITDA Leverage fuel and other high quality products FY 2016 US$2.3B / 0.97x and services designed to meet or • Ratings exceed customers’ demands in a S&P BBB clean, welcoming and efficient Moody’s Baa2 environment 6 COMPANY HIGHLIGHTS • Leading C-store operator in North America, Scandinavia, Ireland and Baltics Broad Geographic Footprint with Leading • Multiple banners (Couche-Tard, Circle K, Mac’s, Ingo, Statoil, Kangaroo Express and Topaz) that will be rebranded to the strong and well-established Circle K banner (except Couche-Tard in Québec, Canada) to drive traffic and sales Market Positions • World class Canadian retailer with most geographically diversified footprint • Increasing focus on private label, fresh food products and famous for concepts Superior Product Offerings • Industry leading merchandise gross margin • Proven ability to integrate acquisitions (More than 5,900 stores from 52 acquisitions since Circle K in 2003, including SFR, The Track Record of Highly Disciplined Growth Pantry and Topaz) • Well positioned to lead further consolidation in fragmented industry and Debt Reduction • Committed to remain investment grade post acquisition •Steady industry performance throughout downturns with strong projected growth Attractive Sector Dynamics •C-store sector well positioned to gain share from traditional food retail •Industry-leading returns in recession •Strong and consistent financial performance throughout all economic cycles Powerful Financial Results •Prolific history of positive same-store comps and 27% Return on equity •Significant FCF generation (2011-2016) CAGR of 23% •Proven ability to extract significant synergies from acquisitions Attractive Synergy Potential •Transferring best practices across entire platform
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