3. ExpressStop Acquisition

On May 18, 2021, the Company acquired 60 self-operated convenience stores and gas stations located in the Midwestern U.S. for consideration of approximately $86 million plus the value of inventory and cash in stores on the closing date (the “ExpressStop Acquisition”). The Company financed a portion of the consideration from its own sources together with consideration provided by two U.S. real estate funds that are unrelated third parties (each a “Real Estate Fund,” collectively the “Real Estate Funds”), which paid the purchase price for the seller’s real estate as described below.

At the closing of the transaction, (i) the Company purchased and assumed, among other things, certain vendor agreements, fee simple ownership in some of the sites, equipment in the sites, inventory and goodwill with regard to the acquired activity; and (ii) in accordance with agreements between the Company and each of the Real Estate Funds, in consideration of approximately $78 million, the Real Estate Funds purchased the fee simple ownership in 44 of the sites, which are leased to the Company under customary lease terms. One of the Real Estate Funds granted the Company an option to purchase the fee simple ownership in 24 of the sites following an initial four-year period for a purchase price agreed upon between the parties. The transaction with this Real Estate Fund was accounted for as a failed sale-leaseback and resulted in recording a financial liability of approximately $43.6 million. The transaction with the other Real Estate Fund for 20 of the sites was accounted for as a sale-leaseback and the Company recorded right-of-use assets of approximately $28.1 million and operating lease liabilities of approximately $30.0 million in connection therewith. Upon closing of the transaction, the Company’s net cash outlay was approximately $15.6 million.

The purchase agreement includes the seller’s undertaking with regard to indemnification subject to customary scope, time and amounts limitations as determined in the purchase agreement.

The initial accounting treatment of the ExpressStop Acquisition reflected in these interim financial statements is provisional as the Company has not yet finalized the initial accounting treatment of the business combination, and in this regard, has not finalized the valuation of some of the assets and liabilities acquired and the goodwill resulting from the acquisition, mainly due to the limited period of time between the acquisition closing date and the date of the interim financial statements.  Therefore, some of the financial information presented with respect to the ExpressStop Acquisition presented in these interim financial statements remains subject to change.

The Company included identifiable tangible assets and identifiable liabilities at their fair value based on the information available to the Company’s management on the acquisition closing date, including, among other things, an evaluation performed by external consultants for this purpose. The useful life of the trade name on the date of acquisition was five years. The liquor licenses have indefinite useful lives.

As a result of the ExpressStop Acquisition, the Company recorded goodwill of approximately $0.1 million, all of which was allocated to the GPMP segment and attributable to the opportunity to add significant volume to the GPMP segment.  None of the goodwill recognized is tax deductible for U.S. income tax purposes.

Acquisition-related costs amounting to approximately $1.6 million and $1.7 million have been excluded from the consideration transferred and have been recognized as an expense within the other expenses, net line in the condensed consolidated statements of operations for the three and six month periods ended June 30, 2021, respectively.  No acquisition-related costs were recognized for the three and six month periods ended June 30, 2020.

Results of operations for the ExpressStop Acquisition for the period subsequent to the acquisition closing date were reflected in the condensed consolidated statement of operations for the three and six month periods ended June 30, 2021.  For the period from the acquisition closing date through June 30, 2021, the Company recognized $26.2 million in revenues and $0.8 million in net income related to the ExpressStop Acquisition.