Document

1

C o n v e n i e n c e S t o r e ⎟ R e t a i l P e t r o l e u m M a r k e t N e w s

Trefethen Advisors, LLC is pleased to bring you the April 2010 edition of its market update. This periodical is designed to provide current information on the capital and equity markets, convenience store and retail petroleum industry transaction activity and company valuations, and related news and commentary.

Market Summary

Over the last month, the capital market pricing across all tenors have increased as a result of the recovering economy, concern over the long‐term impact of increasing government deficits and un‐winding of the Fed’s economic stimulus efforts. The general equity markets posted strong gains over the last month with the S&P 500 increasing nearly 6% buoyed by growing consensus that the economy is, in fact, in recovery. Retailers fared better with the Spider Retail Index posting a 12% increase for the month. Equity performance of pure play convenience retailers included the Trefethen Advisors Index (ATD, CASY, PTRY, SUSS) was off approximately 1% for the month and 6% for the year to date.

Earnings Announcements

Alimentation Couche‐Tard Inc. (ATD) reported on March 9, 2010 the results for its third quarter of fiscal 2010 ending January 31, 2010. The company’s results for the quarter were lower than the same period last year primarily as a result of a decrease in motor fuel gross margins in the US. Lower fuel gross margins were partially offset by the increase in same‐store merchandise sales in Canada and the US, and by the contribution from stores acquired, and a lower income tax rate. Highlights include:

Income Net income for the quarter was $54.8 million, or $0.29 per diluted share, compared to $71.1 million, or $0.36 per diluted share, for the third quarter of fiscal 2009.

EBITDA EBITDA for the third quarter of fiscal 2010 was $141.3 million, versus $168.1 million for the third quarter last year.

Merchandise & Service Merchandise and service revenues for the third quarter increased 10.50% overall and 3.0% on a comparable store basis in the US, and 4.9% in Canada over the corresponding period last year. The merchandise and service gross margin in the US was 32.9%, compared with 32.8% a year ago. In Canada, the merchandise and service gross margin was 33.1%, compared with 33.7% a year ago. Total merchandise and service gross profit for the quarter was $565.4, up 10.2% from a year ago.

Fuel Fuel gallons sold in the US during third quarter increased 3.9%, but decreased 0.2% on a comparable basis. In Canada, liters sold increased 8.2% during the third quarter, and 1.4% on a comparable store basis. Retail fuel margin in the US for the third quarter was $0.128 cents per gallon, versus $0.182 cents per gallon for the same period last year.

(Continued on Page 12)

Version 6 Issue 1 | April 2010

INSIDE market update

2 | Money and Commodity Markets

3 | Capital Markets

4 | Equity Markets

6 | Public Company Information

10 | Comparative Graphics

11 | M&A Valuations and Transactions

12 | Industry and Company News (Continued)

14 | Featured Article

About Trefethen Advisors, LLC Trefethen Advisors, LLC is a privately-owned investment and merchant banking firm focused on providing sound advice and capital to the multi-unit retail industry.

Services Include:

- Mergers & Acquisitions (Buy-Side, Sell-Side) - Financial Restructuring and Distressed M&A - Corporate Finance / Recapitalizations - Strategic Transactions (Asset Optimization, Value Creation, Liquidity, Taxation)

Private Capital Products Include:

- Private Equity - Debt Financing (Bridge, High Leverage, DIP) - Mezzanine Financing (Sub-Debt, Preferred Equity) - Sale-Leaseback Financing

For more information, contact us at (480) 922-9966 or visit our website @ www.trefethenadvisors.com.

2010 Trefethen Advisors, LLC. All rights reserved. Market update is published by Trefethen Advisors, LLC. Sources include various market participants deemed to be reliable. We do not guarantee such information, undertake to advise you of changes or make any representations as to its accuracy nor does such information represent the opinion of Trefethen Advisors, LLC or any of its affiliates.

Trefethen Advisors

market upppdate

2

Crude prices rallied nearly 8% over the last month, which resulted in compressed retail margins in many parts of the country. Refining spreads, after a period of stability, posted a recent increase. This issue, our featured commodity graphic focuses on gasoline demand measured by average deliveries of gasoline by prime suppliers. Data through January 2010 show a decrease in demand over the pervious years, reflecting the weak economy and, perhaps, increases in fuel efficiency and driving behavior trends.

Featured Economic Graphic

Market Commentary

Money & Commodity Markets

Money Markets

Fixed income yields increased slightly over the last 30 days, reflecting the market's concerns over government deficit spending and constrained optimism regarding the economy and the Fed's exit strategy. Over the past month, the US Dollar posted a modest rally against major currencies, and then declined in the past week as sovereign debt issues eased. This issue , our featured economic statistic is chain store same store sales as reported by ICSC, which cover approximately 80 chains, and confirm a consistent, although rather modest, recovery in retail sales vs 2009.

Commodity Markets

1,017

Unleaded Retail Gas (US Avg)

Unleaded Rack (US Avg)

Rack to Retail Spread

Other Commodity Markets

Gold

Silver

478

356

84.87

11.31

2.83

2.27

0.55

1,126

18

471

347

487

363

78.70

11.45

2.71

2.15

1.35

94.40

‐ 6 Mos

1.07

70.82

3.78

2.46

1.82

0.64

89.53 89.02

2.81

17

2.17

0.64

1,110

17

3.94%

4.81%

1.89%

2.86%

3.96%

4.62%

USD / CAD

Market Commentary

506

0.56

1,135

17

1.36

Foreign Exchange

Dollar Index (USD/Basket)

92.52

1.03

Pound / USD

Euro / USD

USD / Yen

0.25%

0.44%

0.92%

3.25%

0.75%

81.01

1.53

1.01

100.99

3.25%

0.50%

84.17

1.48

1.34

1.59

1.46

1.49

1.34

1.50

1.81%

2.58%

3.39%

3.91%

0.25%

0.40%

0.58%

1.85%

2.89%

3.69%

1.90%

2.47%

3.13%

3.49%

LIBOR

1 Month

3 Month

1 Year

Other Key Rates

10 Year

30 Year

Swaps

0.50%

1.72%

1.95%

0.23%

0.38%

0.84%

3.68%

4.64%

3.86%

4.77%

1.79%

2.71%

1.66%

2.55%

3.64%

4.39%

Prime

Discount

3.22%

4.02%

0.25%

0.44%

0.91%

3.25%

76.64

0.62%

1.24%

3.25%

0.50%

3.79%

4.50%

0.75%

81.68

3.25%

0.75%

80.43

3 Year

5 Year

10 Year

30 Year

Treasury Rates

4/5/10 ‐ 1 Wk ‐ 1 Mo ‐ 6 Mos ‐ 1 Yr

2.21%

0.13%

0.34%

6 Month

1 Year

5 Year

0.19%

0.33%

2.34%

0.23%

0.38%

2.60%

0.24%

0.41%

2.67%

‐ 1 Yr

1.24

376 Corn

Featured Commodity Graphic

48.39

9.52

2.04

1.46

0.58

893

13

646

454

Wheat

4/5/10 ‐ 1 Wk ‐ 1 Mo

Energy Markets

Crude (W. TX Cushing Spot)

Crack Spread (NYMEX 3‐2‐1)

80.20

10.98

1.03

0

2

4

6

8

10

12

14

16

18

0

10

20

30

40

50

60

70

80

90

Dec‐08 Feb‐09 Apr‐09 Jun‐09 Aug‐09 Oct‐09 Dec‐09 Feb‐10

Crack S

pread

Spot Pr

ice

Crude Spot vs Refining Spread

Spot Price 321 Crack M1Source: Bloomberg

(10.00)

(8.00)

(6.00)

(4.00)

(2.00)

‐

2.00

4.00

6.00

Jan Feb Mar Apr May Jun July Aug Sep Oct Nov Dec

Chain Store Monthly Same Store Sales % Change

2008 2009 2010Source: ICSC

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%

3 Year 5 year 10 year 30 year

Swap Curve

4/5/2010 ‐1 Month ‐6 Month ‐1 Year

1.00

1.20

1.40

1.60

1.80

2.00

2.20

2.40

2.60

2.80

3.00

1.00

1.20

1.40

1.60

1.80

2.00

2.20

2.40

Dec‐08 Mar‐09 Jun‐09 Sep‐09 Dec‐09 Mar‐10

Gross R

etail

Price

$

Reg. Un

leaded R

ack P

rice $

Rack vs Retail Price

Rack Price Retail Price

270,000

280,000

290,000

300,000

310,000

320,000

330,000

Jan Feb Mar Apr May Jun July Aug Sep Oct Nov Dec

Regular Gasoline Deliveries By Prime Supplier

2008 2009 2010Average gallons/Day: Source:DOE

3

Call Protection

Other Advantages / Disadvantages

Other General Comments

Issuers / Providers

General Structure / Issue

Size

Cost of Capital

Interest Type

Advance Rate

Senior Term Debt

Senior Debt Asset Based

Mortgage Financing

High YieldMezzanine / Sub‐

DebtPrivate Equity Sale Lease‐Back

Bank and non-bank lenders (e.g., lif e

companies, capt ive subs of large commercial banks, st and-alone

f inance companies, and f inance arms of large

Inst it ut ional invest ors.

Privat e invest ment f unds / hedge f unds, capt ive subsidiar ies of large

commercial banks and st and-alone f inance

companies.

Privat e equit y / hedge f unds and capt ive

subsidiar ies of large commercial banks.

Individual ret ail invest ors, pr ivat e real

est at e companies, REIT's, developers and privat e

equit y / hedge f unds.

Amort izing t erm loan $5 t o $50 million.

Term loan.

Non-amort izing; bullet mat urit y. Suggest ed minimum t ransact ion

size of $125 t o $150 million. Absolut e

minimum EBITDA of $30 million.

Issue size generally $20 t o $200 million.

From a single asset t o a t ot al issue size up t o $300

million.

Fixed: Swaps + approx. 350-450 bps.

Variable: Libor + approx. 350-450 bps.

Term / Amortization

Collateral / Security

Typical Covenants

Reduced base of t radit ional lenders

including nat ional, super-regional, regional and

local banks.

Bank and non-bank lenders (e.g., capt ive

subs. of large commercial banks, st and-alone

f inance companies, and f inance arms of large

diversif ied

Revolver and/ or f unded t erm loan. Issue size may

det ermine need f or syndicat ion on a best

ef f ort s or underwrit t en basis.

Revolver - generally.

Libor + 375-500 bps.Libor + approx. 350-450

bps.

Capacit y limit ed by leverage. Availabilit y up

4.5x lease adjust ed leverage.

Capacit y limit ed by asset coverage. Typically <70%

of A/ R and invent ory balances.

Term of 5 years. Amort izat ion up t o 20

years.

1 t o 3 years - generally. Int erest only.

Senior lien on all long-t erm asset s. Personal guarant ies most likely

required f or smaller companies.

A/ R, invent ory and ot her available asset s.

Numerous balance sheet and income st at ement

covenant s.

Treasur ies plus 350 t o 650 bps.

Generally pr icing in t he t eens. May include

warrant s.20% - 30%.

7.5% t o 12% depending on t enant credit , remaining

primary lease t erm, escalat ions, unit

economics, asset qualit y and concept (as appropriat e) .

Fixed t o swaps and var iable.

Var iable.Long-t erm f ixed rat e

f inancing (can be var iable).

Fixed.Fixed / Variable. May

include PIK component .May include pref erred dividends - cash or PIK.

Fixed - wit h per iodic escalat ions.

60% t o 70% loan t o real est at e value.

Generally up t o 4X f irm cash f low.

Generally up t o 6X f irm cash f low depending on nat ure of asset s ( f ee RE

vs leased RE).

Invest ors will t ypically desire aggressive levels of leverage in order t o

maximize ret urn on invest ed equit y.

100% of real est at e value.

10 t o 30 years.Generally 7 t o 10 years. Non-amort izing; bullet

mat ur it y.

Term is generally less t han 7 years.

Amort izat ion varies.Generally 3 t o 5 years.

Pr imary t erm 15 t o 20 years plus mult iple

t enant opt ion t erms.

Specif ic real est at e asset s.

Senior, senior-subordinat ed or

subordinat ed lien on specif ic or all long-t erm

asset s.

First or second lien on all asset s. Personal

guarant ies may be required f or smaller

companies.

Warrant s / shares wit h put r ight s and ot her subst ant ial minorit y

prot ect ions. May have out r ight cont rol.

Lessor owns asset s.

N/ A N/ A


covenant s.

Minimum balance sheet covenant s. Moderat e

income st at ement coverage t ypes of

covenant s.


covenant s - but generally less rest r ict ive t han bank

covenant s.

Moderat e balance sheet and income st at ement covenant s (subject t o

senior lender requirement s). May

cont ain cont rol provisions.

Cont rol provisions / board represent at ions.

Yield maint enance f or f ixed lit t le or no premium

f or f loat ing rat e.

Pre-payable wit h lit t le or no call premiums.

Yield maint enance f or f ixed lit t le or no premium

f or f loat ing rat e.

Non-callable f or 3/ 4 years; t hereaf t er at set

premiums.

Non-callable / make-whole payment s.

Capital Markets

Negot iable cont rol and governance issues. No

public disclosure of f inancial perf ormance.

Minimal covenant s, higher advance rat es and

abilit y t o cont rol t he propert y f or up t o 50

years t hrough opt ions.

Select lenders are get t ing more act ive in

t he indust ry. Underwrit ing is

conservat ive, but t here is debt available.

The Asset Based Lending market is dr iven by current economic

condit ions, cont ract ion in t he t radit ional bank market and a renewed f ocus on st ruct ure and collat eral by issuers.

May be expensive t o pre-pay.

The high yield market may ent ert ain lower

rat ed issuers as invest ors may be willing t o t ake on great er r isk in t he search

f or yield.

Credit requirement s include a st rong,

sust ainable cash f low, growt h pot ent ial in

revenue and cash f low, st rong asset base and

experienced management t eams wit h

ownership posit ion.

May be usef ul f or growt h capit al / acquisit ions /

large project f inancing. Requirement s would

include current or near t erm prof it abilit y, st rong

management t eam.

Market is gaining some liquidit y result ing in

compressed cap rat es.

No public disclosure of f inancial perf ormance.



Least rest r ict ive covenant package. S&P

and Moody's rat ing required. Public

disclosure requirement s / Sarbanes Oxley.


Premium pricing t o public bond.

Minimal covenant s.

4

($M M , Except per Share Data)

Indexes

Dow Jones Industrial Avg

S&P 500

SPDR S&P Retail ETF

Trefethen Advisors C‐Store

Convenience

ALIMENTATION COUCHE‐TARD ‐B

CASEY'S GENERAL STORES INC

PANTRY INC

SUSSER HOLDINGS CORP

Refining

ALON USA ENERGY INC

DELEK US HOLDINGS INC

HESS CORP

HOLLY CORP

MARATHON OIL CORP

MURPHY OIL CORP

SUNOCO INC

TESORO CORP

WESTERN REFINING INC

Major Oil

BP PLC

CHEVRON CORP

CONOCOPHILLIPS

EXXON MOBIL CORP

ROYAL DUTCH SHELL PLC‐A SHS

TOTAL SA

Drug

CVS CAREMARK CORP

WALGREEN CO

Restaurant

BURGER KING HOLDINGS INC

DARDEN RESTAURANTS INC

MCDONALD'S CORP

STARBUCKS CORP

YUM! BRANDS INC

Grocery

KROGER CO

SAFEWAY INC

Home Improvement

HOME DEPOT INC

LOWE'S COS INC

Discount

DOLLAR GENERAL CORP

FAMILY DOLLAR STORES

WAL‐MART STORES INC

Equity Markets

Security Ticker

ATD.B

SUSS

Last (4/1/10) 52W High 52W Low

Enterprise Value

Selected Financial Data (US$)

LTM EBITDA

$ in Local Currency

Mkt CapNet Debt

TTM EPS

18.42

10,927

1,178

41.80

27.33

8.57 147

601

89

PTRY

Most Recent Qtr End

01/10

12/09

01/10

12/10

CASY

XRT

HOC

WNR

ALJ

DK

XOM

MRO

HES

MUR

SUN

TSO

WAG

CVS

YUM

BKC

MCD

RDSA

BP

CVX

FP

COP

LOW

WMT

FDO

DG

SBUX

DRI

SWY

KR

HD

12/09

12/09

12/09

12/09

12/09

12/09

12/09

12/09

12/09

12/09

01/10

12/09

12/10

12/09

12/10

02/10

12/09

12/09

12/09

02/10

12/09

7.47

31.65

12.57

32.09

63.70

57.64

11/10

01/10

12/09

01/10

01/10

01/10

12/09

12/09 7.40

67.61

1,924.50

631.30

76.69

30.76

14.39

28.47

5.58

55.49

37.00

21.09

67.58

24.24

44.50

25.34

43.64

52.02

37.75

36.23

39.20

33.53

16.30

15.90

12.41

25.52

10,956

1,181

41.98

27.33

22.24

14.86

33.06

25.97

35.71

69.74

65.12

34.49

18.77

21.88

32.38

24.54

24.10

46.74

54.13

40.69

76.54

1,973.00

640.10

81.09

56.27

37.20

25.41

24.80

32.98

67.71

26.00

39.24

6.52

26.51

7,751

815

23.39

16.80

12.24

8.11

23.58

12.00

27.15

46.33

43.46

25.31

45.29

38.27

426.50

60.88

34.72

37.52

5.65

63.56

1,403.00

21.45

10.62

16.71

4.03

47.35

25.52

21.00

22.27

18.02

17.87

19.45

28.66

15.61

51.76

10.95

29.94

26.34

27.38

1,611

285

3,379

1,512

499

405

402

22,732

20,845

11,017

3,597

2,023

102,485

79,429

36,936

319,205

179,520

181,021

154,021

208,587

5,120

9,852

14,139

54,830

72,713

18,020

18,396

8,698

724

403

29

1,058

6,475

3,105

273

2,087

1,428

582

1,042

897

249

35,421

6,256

50,378

2,853

1,786

14,581

28,111

(1,257)

25,314

26,039

35,593

4,430

7,632

719

8,782

(807)

1,433

2,913

(119)

3,181

4,103

551

1,641

1,343

29,207

24,094

11,290

6,246

3,451

2,682

1,541

1,310

8,255

4,023

(746)

10,084

207,581

156,454

118,053

108,130

651

322,771

206,538

14,282

21,845

21,398

3,572

81,496

17,226

7,689

36,190

60,499

2.04

244,180

5,001

11,879

1.44

0.12

2.16

(0.25)

1.71

2.28

3.87

(3.12)

(1.02)

0.35

(4.50)

63,085

39,444

(2.84)

0.10

2.29

1.51

4.15

0.75

2.14

2.59

N/A

0.88

5.26

3.79

3.26

259

208

5,507

4,181

2,265

281

18

613

443

185

1.56

1.20

2.98

(2.46)

0.03

3.99

31,107

639

1,210

3,730

6,609

4,846

1,505

954

2,517

4

3.73

2.15

2,143

436

7,996

17,606

4,434

7,827

38,156

29,079

33,392

26,432

22,234

5


Indexes

Dow Jones Industrial Avg

S&P 500

SPDR S&P Retail ETF

Trefethen Advisors C‐Store

Convenience

ALIMENTATION COUCHE‐TARD ‐B

CASEY'S GENERAL STORES INC

PANTRY INC

SUSSER HOLDINGS CORP

Refining

ALON USA ENERGY INC

DELEK US HOLDINGS INC

HESS CORP

HOLLY CORP

MARATHON OIL CORP

MURPHY OIL CORP

SUNOCO INC

TESORO CORP

WESTERN REFINING INC

Major Oil

BP PLC

CHEVRON CORP

CONOCOPHILLIPS

EXXON MOBIL CORP

ROYAL DUTCH SHELL PLC‐A SHS

TOTAL SA

Drug

CVS CAREMARK CORP

WALGREEN CO

Restaurant

BURGER KING HOLDINGS INC

DARDEN RESTAURANTS INC

MCDONALD'S CORP

STARBUCKS CORP

YUM! BRANDS INC

Grocery

KROGER CO

SAFEWAY INC

Home Improvement

HOME DEPOT INC

LOWE'S COS INC

Discount

DOLLAR GENERAL CORP

FAMILY DOLLAR STORES

WAL‐MART STORES INC

PTRY

Price / Earnings

LTMCY (Est)

+1Y (Est)

SUSS

CASY

Ticker

ATD.B

XRT

71.4

14.7

(50.3)

Total Debt / LTM EBITDA

LTM Lease Adj Leverage (Est)

Leverage

Equity Markets (Continued)

EV / EBITDA

LTMCY (Est)

+1Y (Est)

Total Debt

Security

RDSA

BP

CVX

FP

COP

HOC

WNR

ALJ

DK

XOM

MRO

HES

MUR

SUN

TSO

LOW

WMT

FDO

DG

SBUX

DRI

SWY

KR

HD

WAG

CVS

YUM

BKC

MCD

12.7

81.3

(1.2)

(3.0)

246.7

12.4

21.0

14.1

11.0

9.4

14.5

12.6

28.7

654.1

16.6

N/A

18.8

27.9

14.9

(9.9)

(14.1)

11.5

16.0

713.4

14.6

14.9

17.2

(8.9)

218.8

20.8

16.3

32.3

17.1

N/A

20.5

11.8

10.1

9.3

17.6

16.9

941.6

14.9

14.0

14.0

9.8

9.7

8.9

16.7

13.0

13.9

14.0

12.5

15.5

15.3

21.9

15.2

16.3

14.9

15.8

17.7

17.4

N/A

11.3

9.5

14.1

8.3

6.3

10.3

N/A

8.0

7.8

8.6

7.0

9.4

8.1

14.6

13.8

14.0

19.2

13.7

14.2

11.7

12.4

11.2

6.8

6.2

6.3

6.5

5.3

5.8

5.0

14.5

12.6

8.9

9.0

22.5

45.5

19.3

8.9

8.2

7.7

7.1

12.6

13.5

13.5

5.7

5.9

7.8

7.8

15.0

14.5

4.6

4.8

3.6

4.3

6.5

3.9

6.6

5.6

6.2

5.7

3.8

4.0

3.9

11.9

6.7

8.4

10.0

8.2

10.2

11.4

9.8

9.5

8.1

8.1

6.2

5.9

5.3

6.1

72.8

166.9

8.5

10.2

7.8

5.5

7.8

6.0

3.0

3.3

3.3

6.3

3.1

3.9

3.4

4.2

4.0

3.8

5.8

4.6

5.5

8.7

5.9

7.5

4.9

7.3

7.1

9.2

8.1

9.5

9.6

8.1

5.5

8.1

5.7

8.8

7.6

6.8

5.4

5.4

4.2

7.5

9.0

8.8

7.5

6.8

6.9

8.4

6.7

7.3

8.1

6.9

2,355

11,175

862

421

182

1,238

8,532

4,467

1,353

1,117

937

8,056

3,266

859

10,578

550

1,693

6.1

4.8

6.1

5.4

34,627

10,608

26,554

28,653

317

9,605

35,033

2,464

1,841

707

41,320

250

3,403

1.4

4.7

0.7

6.0

1.5

1.1

0.6

4.0

4.2

3.8

4.0

9,682

5,080

4.2

22.7

24.0

1.9

4,902

4.7

5.5

4.2

1.8

1.9

2.2

1.5

2.0

1.3

0.4

0.5

1.4

3.2

5.8

0.7

6.5

1.7

1.8

1.0

1.3

0.4

2.8

1.0

0.4

1.2

1.6

52.1

81.3

0.3

1.2

1.5

1.0

2.9

2.8

0.7

2.1

1.7

0.6

1.4

2.8

2.5

2.9

2.8

3.6

2.1

1.6

3.0

N/A

3.2

2.2

1.6

6

($USD M M , Except per Share Data and Where Otherwise Noted) Exchange Rate USD/CADValuation Analytics

Latest Fiscal YearLTM as of52‐Week High (CAD) 11/30/200952‐Week Low (CAD) 4/7/2009Daily Volume (30 Day Avg)Current Price (CAD & USD) 4/1/201052‐Week High (% Chg) Market Data52‐Week Low (% Chg) Dividend Yield% 52‐Week Price Range High/Low BetaShares Outstanding Equity FloatMarket Capitalization (CAD & USD) Short Interest (Short Ratio to Daily Trading Volume, # Shares)Total Debt 1 Yr Total ReturnPreferred Stock YTD ReturnMinority Interests Adjusted BetaCash & Equivalents Analysts RecommendationsEnterprise Value Consensus Ratings (1‐5)

Relative Stock Price Performance ValuationYTD Change ($) Enterprise Value / RevenueYTD Change (%) Enterprise Value / EBITDASpider Retail Index YTD Change (%) Price / Earnings (P/E)

SalesGross ProfitOperating ExpenseOperating IncomeEBITDANet IncomeNet Income (Cont'd Ops)Diluted EPS (Cont'd Ops)Margins

Gross Profit (%)

Operating Income (%)

EBITDA (%)

Net Income (%)Fuel OperationsFuel VolumeFuel Margin ($)Fuel Margin (CPG)Same Store Fuel in USA (%)MerchandiseMerchandise SalesMerchandise Margin ($)Merchandise Margin (%)Same Store Merch in USA (%)Other InformationStore Count (Co‐Op)Capital Expenditures

GraphicsAssetsTotal Current AssetsLong‐Term Assets

Fixed, NetOtherLong Term Investments

Total Long‐Term AssetsTotal AssetsLiabilitiesShort‐Term Liabilities (Excl Debt & Cap Leases)Long‐Term LiabilitiesLong‐Term Debt (Incl Cap Leases)Other Long‐Term LiabilitiesTotal LiabilitiesShareholders' EquityPaid in CapitalPreferred Equity & MinorityRetained EarningsTotal Shareholders' EquityTotal Liabilities & Shareholders' EquityCredit RatingsLong‐Term RatingLong‐Term OutlookCredit MetricsFunded Debt / EBITDA

Lease Adjusted Leverage 1

Total Debt / CapitalCurrent RatioProfitability MetricsReturn on Capital (LTM)Return on Common Equity (5 Yr, LTM)Notes

1 Lease adjusted leverage is calculated as follows: (FY+1 Rent * 8) + LT Debt)) / EBITDAR

18.3%

Alimentation Couche‐Tard, Inc.

04/20091/31/1022.24 12.24

804,181

129.9 128 3,379 0.67

Alimentation Couche‐Tard Inc. operates a network of 24‐hour convenience stores. in the United States and Canada. The Company offers a variety of food and other products, fast‐food services, lottery and gasoline sales, and automated banking machines.

1.01

18.42

0.7%862 42.5%

18.28 ‐17.2%50.5% 0.7%61.8% 0.33

4,103 4.1

Last Fiscal LTM FY+1 FY+2

‐ ‐11.3%‐ 0.55 138 9

17.4% 14.2 12.7 12.4 11.3 Summary Income Statement

(2.40) 0.3 0.3 0.3 0.2 ‐11.5% 7.0 6.8 6.6 6.1

FQ+24/24/05 4/30/06 4/29/07 4/27/08 4/26/09 2/1/09 1/31/10 04/10 Y 04/11 Y

FY Ended Prev LTM Cur LTM FY+1 FY+2 FQ+104/10 Q4 07/10 Q1

3,788 4,230 1,558 1,792 2,005 2,224 2,437 2,398 2,482 8,037 10,157 12,087 15,370 15,781 16,493 15,430 16,190 17,604

259 332 358 312 405

N/A N/A N/A N/A1,299 1,460 1,646 1,911 2,032 2,032

366 403 N/A N/A N/A N/A2,079 N/A N/A N/A N/A

155 196 196 189 254 343 439 492 485 588

231 272 286 309 50 97 601 619 667 126 173 547

0.47 272 N/A N/A N/A N/A231

0.75 0.94 0.94 0.92 1.29 155 196 196 189 254

17.6% 16.6% 14.5% 15.4%

1.17 1.44 1.47 1.62 0.26

2.2% 2.6%

16.1%14.5%

1.9% 1.9% 1.6% 1.2% 1.6%

4.3% 4.3% 4.1% 3.2% 3.7%

1.4% 1.8%

3.9%3.3%

3.2% 3.3% 3.0% 2.0% 2.6%

19.4%

4,009 307 376 431 476 636 565 610

2,232 2,515 3,020 3,457 3,215 3,505

0.152 6.3% 6.0% 2.9% ‐0.2% ‐6.4% N/A N/A

0.138 0.150 0.143 0.138 0.198 0.161

5,577 1,251 1,415 1,574 1,748 1,801 1,779 1,855 3,804 4,239 4,617 5,201 5,416 5,324

33.3%10.4% 5.2% 3.3% 2.5% 0.6% N/A N/A32.9% 33.4% 34.1% 33.6% 33.3% 33.4%

1,949 655 ‐

4,396 183 245 373 280 238 248 273

3,605 3,632 4,072 4,068 4,395 4,370

12.2%18.9%

1,534

BB+STABLE

1.4

3,568

3,405

Share Price & Volume

Quarterly Margins ($)

Annual Same Store Sales / Volume in US (% Chg)

Earnings vs Valuation

3.2 36.0%1.3

453 2,034

338 ‐

1,196

2,604 3,568

719

862

Balance Sheet

964

.0 M

.5 M

1.0 M

1.5 M

2.0 M

2.5 M

3.0 M

3.5 M

0

5

10

15

20

25

A-09 M-09 J-09 J-09 A-09 S-09 O-09 N-09 D-09 J-10 F-10 M-10

VolumeShare Price $ CAD

-

100.0

200.0

300.0

400.0

500.0

600.0

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

Fiscal 2007 Fiscal 2008 Fiscal 2009 Fiscal 2010

Fuel Margin Merch Margin

(12.0)(10.0)(8.0)(6.0)(4.0)(2.0)

-2.0 4.0 6.0 8.0

10.0



% Change

Same Store Gallons USA Same Store Merch/Service USA

-5.0 10.0 15.0 20.0 25.0 30.0

-0.20 0.40 0.60 0.80 1.00 1.20 1.40 1.60 1.80

1/29

/200

6

4/30

/200

6

7/23

/200

6

10/1

5/20

06

2/4/

2007

4/29

/200

7

7/22

/200

7

10/1

4/20

07

2/3/

2008

4/27

/200

8

7/20

/200

8

10/1

2/20

08

2/1/

2009

4/26

/200

9

7/19

/200

9

10/1

1/20

09

1/31

/201

0

Cur

Yr E

st

Nex

t Yr.

Est

PE RatioEPS USD

T12 Diluted EPS PE

7


Valuation Analytics

Latest Fiscal YearLTM as of52‐Week High 10/22/200952‐Week Low 5/13/2009Daily Volume (30 Day Average)Current Price 4/1/201052‐Week High (% Chg) Market Data52‐Week Low (% Chg) Dividend Yield% 52‐Week Price Range High/Low BetaShares Outstanding Equity FloatMarket Capitalization Short Interest (Short Ratio to Daily Trading Volume, # Shares)Total Debt 1 Yr Total ReturnPreferred Stock YTD ReturnMinority Interests Adjusted BetaCash & Equivalents Analysts RecommendationsEnterprise Value Consensus Ratings (1‐5)


SalesGross ProfitOperating ExpenseOperating IncomeEBITDANet IncomeNet Income (Cont'd Ops)Diluted EPS (Cont'd Ops)MarginsGross Profit (%)Operating Income (%)EBITDA (%)

Net Income (%)Fuel OperationsFuel VolumeFuel Margin ($)Fuel Margin (CPG)Same Store Fuel (%)MerchandiseMerchandise SalesMerchandise Margin ($)Merchandise Margin (%)Same Store Grocery & Other Merch (%)Other InformationStore Count (Co‐Op)Capital Expenditures







11.2%

Casey's General Stores, Inc.

04/20091/31/1033.06 23.58

395,522

50.9 50.05 1,611 3.24

Casey's General Stores, Inc. operates convenience stores in the Midwest. The Company's stores, operating under the name Casey's General Store, carry a selection of food, beverages, tobacco products, health and beauty aids, automotive products, and other non‐food items, as well as sells gasoline.

6.1%182 17.2%

31.65 ‐4.3%34.2% 0.24%85.1% 0.78

1,641 3.9

Last Fiscal LTM FY+1 FY+2

‐ ‐0.5%‐ 0.85 153 9

17.4% 18.8 14.1 Summary Income Statement

(0.26) 0.3 0.3 ‐0.8% 7.5 6.1

FQ+24/30/05 4/30/06 4/30/07 4/30/08 4/30/09 1/31/09 1/31/10 04/10 Y 04/11 Y


1,140 1,361 457 526 583 686 723 710 775

2,789 3,494 4,025 4,829 4,688 5,012 4,338 4,596 5,191

78 107 109 144 150

N/A N/A N/A N/A379 419 475 542 574 565

145 187 N/A N/A N/A N/A589 N/A N/A N/A N/A

37 60 62 85 86 130 164 173 211 219

85 111 115 114 20 38 259 264 268 52 83 214

0.84 1.24 1.25 1.67 1.68 42 63 63 85 86

1.66 2.16 2.24 2.25 0.38 0.76 111 N/A N/A N/A N/A85

14.2%2.8% 3.1% 2.7% 3.0% 3.2%

16.4% 15.1% 14.5% 14.2% 15.4% 17.9%

1.3% 1.7% 1.5% 1.8% 1.8%

4.7% 4.7% 4.3% 4.4% 4.7%

109 125 124 169 160 170 166 1,010 1,098 1,194 1,215 1,242 1,223

1.9% 4.4% 1.4% ‐2.0% 1.0% N/A N/A0.108 0.114 0.104 0.139 0.129 0.139

347 401 459 517 564 539 594 928 1,014 1,143 1,270 1,366 1,317

4.8% 5.7% 4.6% 7.3% 5.9% N/A N/A37.4% 39.5% 40.1% 40.7% 41.3% 40.9%

Balance Sheet

299 ‐ 988 65 ‐

1,507 95 100 91 91 147 120 142

1,339 1,394 1,448 1,454 1,478 1,469

167 546

64 ‐ 742

1,053 1,352

196 ‐ 182

0.7 18.4%1.3

12.0%14.4%

806

‐‐

0.7

1,352



Annual Same Store Sales / Volume (% Chg)


0.4 6.3

14.7

0.4 6.2

14.1

42.0%

1,415

0.131

1,266

1.7% 2.5%

6.0%4.3%2.9% 4.3%

.0 M

.2 M

.4 M

.6 M

.8 M1.0 M1.2 M1.4 M1.6 M1.8 M2.0 M

0

5

10

15

20

25

30

35

A-09 M-09 J-09 J-09 A-09 S-09 O-09 N-09 D-09 J-10 F-10 M-10

VolumeShare Price $

-

20.0

40.0

60.0

80.0

100.0

120.0

140.0

160.0

180.0




(6.0)(4.0)(2.0)

-2.0 4.0 6.0 8.0

10.0 12.0



% Change

Same Store Gallons ChangeAverage Grocery & Other Merch. Same-Store

-

5.00

10.00

15.00

20.00

25.00

-

0.50

1.00

1.50

2.00

2.50

1/31

/200

6

4/30

/200

6

7/31

/200

6

10/3

1/20

06

1/31

/200

7

4/30

/200

7

7/31

/200

7

10/3

1/20

07

1/31

/200

8

4/30

/200

8

7/31

/200

8

10/3

1/20

08

1/31

/200

9

4/30

/200

9

7/31

/200

9

10/3

1/20

09

1/31

/201

0

Cur

Yr E

st

Nex

t Yr.

Est

PE RatioEPS

T12 Diluted EPS PE

8


Valuation Analytics

Latest Fiscal YearLTM as of52‐Week High 5/5/200952‐Week Low 3/29/2010Daily Volume (30 Day Average)Current Price 4/1/201052‐Week High (% Chg) Market Data52‐Week Low (% Chg) Dividend Yield% 52‐Week Price Range High/Low BetaShares Outstanding Equity FloatMarket Capitalization Short Interest (Short Ratio to Daily Trading Volume, # Shares)Total Debt 1 Yr Total ReturnPreferred Stock YTD ReturnMinority Interests Adjusted BetaCash & Equivalents Analysts RecommendationsEnterprise Value Consensus Ratings (1‐5)



Net Income (%)Fuel OperationsFuel VolumeFuel Margin ($)Fuel Margin, Net of CC (CPG)Same Store Fuel (%)MerchandiseMerchandise SalesMerchandise Margin ($)Merchandise Margin (%)Same Store Merch (%)Other InformationStore Count (Co‐Op)Capital Expenditures







4.7%

14.8%

The Pantry, Inc.

09/200912/24/09

25.97 12.00

191,477

22.7 22.30 285 0.89

The Pantry, Inc. operates convenience stores in the southeastern United States. The Company's stores offer a variety of merchandise and gasoline, as well as ancillary services designed to appeal to the convenience needs of the customers. The Pantry's stores are located in FL, NC, SC, KY, IN, TN, VA, and GA.

1,238 ‐34.3%

12.57 ‐51.6%4.7% 0.00%4.1% 1.37

1,343 3.2

Last Fiscal

‐ ‐7.5%‐ 1.25 180 9


(1.02) 0.2 0.2 ‐7.5% 4.8 5.4

FY+1 FY+2LTM

FQ+29/29/05 9/28/06 9/27/07 9/25/08 9/24/09 12/25/08 12/24/09 09/10 Y 09/11 Y


1,733 1,922 663 799 811 858 901 924 825

4,429 5,962 6,911 8,996 6,390 8,650 6,494 7,482 7,954

149 202 118 138 170

N/A N/A N/A N/A515 597 693 720 731 728


58 89 27 32 59 213 278 213 246 280

67 (6) 21 24 2 13 208 235 248 49 67 305

2.64 3.88 1.17 1.43 2.65 58 89 27 32 59

3.01 (0.25) 1.14 1.52 0.04 0.57 (6) N/A N/A N/A N/A67

10.7%3.4% 3.4% 1.7% 1.5% 2.7%

15.0% 13.4% 11.7% 9.5% 14.1% 12.7%

1.3% 1.5% 0.4% 0.4% 0.9%

4.8% 4.7% 3.1% 2.7% 4.4%

214 281 225 263 314 337 241 1,497 1,758 2,033 2,103 2,078 2,077

4.7% 3.1% 1.0% ‐4.4% ‐3.3% N/A N/A0.143 0.160 0.111 0.125 0.151 0.162

449 518 586 595 587 587 585 1,229 1,386 1,576 1,637 1,659 1,631

5.3% 4.9% 2.3% ‐1.7% 0.0% N/A N/A36.6% 37.4% 37.2% 36.4% 35.4% 36.0%

Balance Sheet

427 ‐

1,014 672 ‐

1,658 73 97 146 110 123 99 106

1,400 1,493 1,644 1,653 1,673 1,648

189 1,671

206 ‐ 237

1,686 2,113

244 ‐

1,238

6.5 73.7%1.7

‐‐1.2%

443

B+STABLE

6.0

2,113





0.2 0.2 6.5 5.7 N/M 11.0

34.7%

1,686

0.115

2,096

0.8% ‐0.1%

3.2%3.5%2.3% 1.0%

.0 M

.2 M

.4 M

.6 M

.8 M

1.0 M

1.2 M

0

5

10

15

20

25

30

A-09 M-09 J-09 J-09 A-09 S-09 O-09 N-09 D-09 J-10 F-10 M-10

VolumeShare Price $

0.0

20.0

40.0

60.0

80.0

100.0

120.0

140.0

160.0

180.0

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

F2007 F2008 F2009 F2010


(8.0)(6.0)(4.0)(2.0)

-2.0 4.0 6.0 8.0


F2007 F2008 F2009 F2010

% Change

Fuel Same Store Gallons Merch Same Store Sales

-5.00 10.00 15.00 20.00 25.00 30.00 35.00

-1.0-0.50.00.51.01.52.02.53.03.54.04.5

12/2

9/20

05

3/30

/200

6

6/29

/200

6

9/28

/200

6

12/2

8/20

06

3/29

/200

7

6/28

/200

7

9/27

/200

7

12/2

7/20

07

3/27

/200

8

6/26

/200

8

9/25

/200

8

12/2

5/20

08

3/26

/200

9

6/25

/200

9

9/24

/200

9

12/2

4/20

09

Cur

Yr E

st

Nex

t Yr.

Est

PE RatioEPS

T12 Diluted EPS PE

9


Valuation Analytics

Latest Fiscal YearLTM as of52‐Week High 4/29/200952‐Week Low 12/18/2009Daily VolumeCurrent Price 4/1/201052‐Week High (% Chg) Market Data52‐Week Low (% Chg) Dividend Yield% 52‐Week Price Range High/Low BetaShares Outstanding Equity FloatMarket Capitalization Short Interest (Short Ratio to Daily Trading Volume, # Shares)Total Debt 1 Yr Total ReturnPreferred Stock YTD ReturnMinority Interests Adjusted BetaCash & Equivalents Analysts RecommendationsEnterprise Value Consensus Ratings (1‐5)



Net Income (%)Fuel Operations (Incl Wholesale)Fuel VolumeFuel Margin ($)Fuel Margin (CPG)Average Retail Fuel Volume per Store (% Chg)MerchandiseMerchandise SalesMerchandise Margin ($)Merchandise Margin (%)Same Store Merch (%)Other InformationStore Count (Co‐Op)Capital Expenditures







6.1%

1.3%

Susser Holdings Corporation

12/20091/3/1014.86 8.11

38,043

17.1 7.50 147 0.23

Susser Holdings Corporation owns and operates convenience stores and distributes motor fuels. The Company, through its various locations, offers merchandise, foodservice, motor fuel, and other services.

421 ‐37.5%

8.57 ‐42.3%5.7% 0.00%6.8% 1.18

551 3.6

Last Fiscal

‐ ‐0.2%1 1.12

18 10


(0.02) 0.2 0.1 ‐0.2% 6.2 4.8

FY+1 FY+2LTM

FQ+212/31/05 12/31/06 12/30/07 12/28/08 1/3/10 12/28/08 1/3/10 12/10 Y 12/11 Y


908 954 N/A 221 263 437 427 437 427 N/A 2,265 2,718 4,241 3,307 4,241 3,307 3,843 4,029

N/A 21 26 66 42

N/A N/A N/A N/AN/A 200 237 372 385 372


N/A (4) 16 16 2 N/A 44 56 107 89

16 2 8 15 (3) 3 89 99 116 18 27 107

N/A (0.35) 0.97 0.97 0.12 N/A (4) 16 16 2

0.97 0.12 0.41 0.90 (0.19) 0.20 2 N/A N/A N/A N/A16

10.3%N/A 0.9% 1.0% 1.6% 1.3%N/A 9.8% 9.7% 10.3% 12.9% 12.9%

N/A ‐0.2% 0.6% 0.4% 0.1%

N/A 1.9% 2.1% 2.5% 2.7%

N/A 80 93 151 125 151 125 N/A 846 922 1,164 1,214 1,164

N/A 4.8% 6.3% 2.6% 2.4% N/A N/AN/A 0.094 0.101 0.130 0.103 0.130

N/A 119 145 251 261 251 261 N/A 365 444 730 784 730

N/A 6.1% 7.7% 6.6% 3.3% N/A N/AN/A 32.6% 32.5% 34.3% 33.3% 34.3%

Balance Sheet

172 ‐ 409 292 ‐

525 N/A 70 90 69 75 69 75 N/A 325 504 512 525 512

78 663

184 1

26

701 873

163 ‐ 421

5.8 66.7%1.0

0.3%1.0%

210

‐‐

4.7

873





0.2 0.1 6.2 5.6

71.4 21.0

33.3%

784

0.103

1,214

0.4% 0.1%

2.7%2.5%1.6% 1.3%

.0 M

.1 M

.1 M

.2 M

.2 M

.3 M

.3 M

0

2

4

6

8

10

12

14

16

A-09 M-09 J-09 J-09 A-09 S-09 O-09 N-09 D-09 J-10 F-10 M-10

VolumeShare Price $

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0




(8.0)(6.0)(4.0)(2.0)

-2.0 4.0 6.0 8.0

10.0 12.0 14.0



% Change

Average Gallons /Store Retail Merch Same Store Sales

-10.0 20.0 30.0 40.0 50.0 60.0 70.0

-

0.20

0.40

0.60

0.80

1.00

1.20

12/3

0/20

07

3/30

/200

8

6/29

/200

8

9/28

/200

8

12/2

8/20

08

3/29

/200

9

6/28

/200

9

9/27

/200

9

1/3/

2010

Cur Y

r Est

Next

Yr.

Est

PE RatioEPS

T12 Diluted EPS PE

10

Indexed to 4/6/09

Comparative Graphics: Convenience Retailing

EV / Corp EBITDA Ratio Price / Earnings Ratio

LTM Operating Margin (%) Return on Avg Common Equity

52 Week Relative Performance

(60.00)

(40.00)

(20.00)

‐

20.00

40.00

60.00

80.00

Trailing 12 Months Est.Current Fiscal Year Est. Next Fiscal Year

ATD CASY PTRY SUSS

‐

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

Trailing 12 Months Est.Current Fiscal Year Est. Next Fiscal Year

ATD CASY PTRY SUSS

‐5%

0%

5%

10%

15%

20%

ATD CASY PTRY SUSS

LTM ROE 5 year Average ROE

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

4.5%

5.0%

ATD CASY PTRY SUSS

0.50 0.70 0.90 1.10 1.30 1.50 1.70

4/6/

2009

4/20

/200

9

5/4/

2009

5/18

/200

9

6/1/

2009

6/15

/200

9

6/29

/200

9

7/13

/200

9

7/27

/200

9

8/10

/200

9

8/24

/200

9

9/7/

2009

9/21

/200

9

10/5

/200

9

10/1

9/20

09

11/2

/200

9

11/1

6/20

09

11/3

0/20

09

12/1

4/20

09

12/2

8/20

09

1/11

/201

0

1/25

/201

0

2/8/

2010

2/22

/201

0

3/8/

2010

3/22

/201

0

ptry US Equity casy US equity suss us equity atd/b cn equity SP 500

11

Store‐Level EBITDA Multiple 1

Corporate EBITDA Multiple 2

BP Products North America, Inc. Atlas Oil Co.Exploitation Quali‐T, Inc. Alimentation Couche‐Tard, Inc.Cody's Convenience Stores Kum & GoExxonMobil Alimentation Couche‐Tard, Inc.Jack In The Box, Inc. Various Crescent Oil Co. Florida Sunshine InvestmentsAppalachain Oil Company, Inc. Florida Sunshine InvestmentsExxonMobil White Oak Petroleum, LLCPilot Travel Centers Flying JGetty Petroleum Marketing, Inc. LUKOIL North America, LLCPICS Marketing/Riggerunner Prop Casey's General Stores, Inc.Green Lantern Stores Casey's General Stores, Inc.New England Pantry 7‐Eleven, Inc.Shell Oil PacWest Energy, LLCUni‐Marts, Inc. Various Alimentation Couche‐Tard, Inc. Accel Mareting, Inc.Thorntons, Inc. Cumberland Farms, Inc.

C‐Store M&A Valuation & Transactions

C‐Store M&A Valuation MetricsFee Owned Real EstateLow High Low High

Leasehold

Announced C‐Store M&A Transactions

5.0x

4.0x

7.0x

6.0x 2.0x 3.0x

2.5x 3.5x

Apr‐09Jun‐09Aug‐09Sep‐09Sep‐09

1 The above capital market multiples were derived by Trefethen Advisors, LLC based on an analysis of private transactions, involving the sale of petroleum retailing/convenience store companies and/or specific assets, from interviews with active buyers and sellers, and from analysis of publicly available information relating to the industry. All transactions were analyzed using a consistent methodology. The multiples above reflect a composite of transactions, interviews and other publicly available information, and do not reflect the multiple for any individual transaction. The above multiples do not reflect transactions involving individual assets, which may be significantly higher (or lower) for certain types.

2 Trefethen Advisors, LLC has not independently verified any of the information supplied to it by third parties or otherwise made available through publicly available information. Accordingly, Trefethen Advisors, LLC does not make any representation or warranty, express or implied, as to the accuracy or completeness of such information or the effect thereof in deriving the overall capital market multiples listed above.

Jan‐09Feb‐09Mar‐09

57 13 37

Purchase Price

Not Disclosed

Comments

Not DisclosedNot Disclosed

Date Target Stores Location Acquirer

IL

Dec‐09Jan‐10Jan‐10Jan‐10

Oct‐09Nov‐09Nov‐09Nov‐09Dec‐09

‐ 164

9 3

58

43 55 30 47 36

CanadaMO

NationalWest Coast

MidwestKY, TN, VAD.C./MDNational

MA

North EastMOKS

WANY, OH, PA

NCCT

66 204

8 4

branded gas stations; 339 supply contracts‐ ‐ ‐

JV between Shell and Jacksons Food Stores144 assets to Kwik Pik, LLC

‐ ‐

Not DisclosedNot DisclosedNot DisclosedNot Disclosed

Not Disclosed$195.5MM

Not DisclosedNot DisclosedNot Disclosed

Not DisclosedNot DisclosedNot DisclosedNot DisclosedNot Disclosed

‐ ‐ ‐

On‐The Run Franchise System; 43 stores Quick Stuff

‐ APPCO

‐ ‐

12

Earnings Announcements (Continued from Page 1)

Casey’s General Stores, Inc. (CASY) reported on March 8, 2010 the results for its third quarter of fiscal 2010 ending January 31, 2010. Earnings were up slightly with a positive impact from fuel margins and a higher prepared food margin. Highlights include: Income Net income for the quarter was $17.2 million, or $0.34 per diluted share, compared to net income of $14.0 million, or $0.28 per diluted share, for the third quarter of fiscal 2009. EBITDA EBITDA for the third quarter of fiscal 2010 was $48.7 million, versus $42.2 for the third quarter last year. Merchandise Revenues for the third quarter increased 5.3% overall. On a same store basis, grocery and other sales were up 1.7%, and prepared food & fountain sales were up 1.4%. The merchandise and other gross margin was 32.7%, compared to 32.9% a year ago. Prepared food & fountain gross margin was 62.8%. Total merchandise gross profit was $138 million, up 5.9% from a year ago. Fuel Retail fuel gallons sold in the third quarter were up .75% overall, but down 2.9% on a comparable store basis. Retail fuel margin for the first quarter was $0.124 cents per gallon, versus $0.099 cents per gallon for the same period last year.

Susser Holdings Corporation (SUSS) reported on February 26, 2010 the results for the fourth quarter and the full year ended January 3, 2010. Susser reported lower earnings for the year, and a loss for the quarter due to cigarette tax increases, increased sales of lower margin items, and compressed fuel margins due to higher fuel costs.

Income The Company reported a net loss of $5.7 million, or $0.33 per diluted share, versus net income of $6.3 million, or $0.37 per diluted share, for the fourth quarter of last year.

EBITDA EBITDA for the fourth quarter totaled $14.0 million, compared with $29.5 million a year ago.

Merchandise Merchandise revenues for the fourth quarter increased 9.5% overall, but declined 1.2% on a comparable store basis from the corresponding period last year. The merchandise gross margin was 32.7%, compared with 34.6% a year ago. Total merchandise gross profit for the quarter was $65.9, up 3.6% from a year ago. Fuel Retail fuel gallons sold in the fourth quarter increased 4.2% overall, but average gallons sold declined 5.9% from the same period last year. Total retail fuel gross profit for the quarter was $22.2 million, down 30.0% from the previous year. Retail fuel margin before credit card for the first quarter was $0.119 cents per gallon, versus $0.177 cents per gallon for the same period last year.

The Pantry Inc. (PTRY) reported on February 2, 2010 the results for its first fiscal quarter of fiscal 2010 ending December 24, 2009. The company’s results for the quarter were dramatically worse than the same period last year as a result of lower fuel margins and, to a lesser extent, merchandise gross profit as a result of cigarette tax increases. Highlights include:

Income Net loss for the quarter was $26.1 million, or $1.17 per share, compared to net income of $38.5 million, or $1.73 per diluted share, for the first quarter of fiscal 2009.

EBITDA EBITDA for the first quarter of fiscal 2010 was $40.3 million, versus $112.2 million for the first quarter last year. Adjusted EBITDA, which includes the lease payments under lease finance obligations as a deduction to EBITDA, was $28.4 million, versus $100.5 million for the first quarter last year. Merchandise Merchandise revenues for the first quarter increased 7.0% overall, and 5.2% on a comparable store basis from the corresponding period last year. The merchandise gross margin was 32.6%, compared with 35.5% a year ago. Total merchandise gross profit for the quarter was $136.3, down 2.0% from a year ago. Fuel Retail fuel gallons sold in the first quarter increased 3.7% overall, and 0.8% on a comparable store basis. Total fuel gross profit for the quarter was $57.3 million, down 56.0% from the previous year. Retail fuel margin for the first quarter was $0.11 cents per gallon, versus $0.26 cents per gallon for the same period last year. The Pantry, Inc. reports fuel gross profit per gallon inclusive of credit card processing fees, and cost of repairs and maintenance on fuel equipment.

Other Non‐cash impairment charge $.90 per share, primarily attributable to a reduction in the carrying value of the Petro Express® trade name and certain land parcels, was incurred.

13

Other M&A News

Alimentation Couche‐Tard Inc. announced on April 9, 2010 that it had submitted a proposal to the Board of Directors of Casey’s General Stores, Inc. to acquire all of the outstanding shares of common stock of Casey’s for $36.00 per share. The offer represents a 14% premium over Casey’s closing price of $31.59 per share on April 8, 2010. On a fully diluted basis, the offer implies a total enterprise value of $1.9 billion, including net debt of approximately $29 million.

Shortly after Couche‐Tard issued its press release, Casey’s announced that its Board of Directors had received and reviewed Couche‐Tard’s unsolicited offer, and unanimously rejected the proposal as it was not in the best interests of the corporation.

Gulf Oil, L.P., a wholly owned subsidiary of Cumberland Farms, Inc., on January 13 announced its intentions to execute a significant geographic brand expansion.

The “Gulf” brand, one of the petroleum industry’s most venerable, has been in existence for almost 110 years. However, for the last 20 years, Gulf branded gasoline in the continental U.S. has only been available in an eleven‐state region in the Northeast through a licensing agreement between Gulf Oil L.P.’s parent company and Chevron U.S. A. Inc.

Effective January 12, 2010, Gulf Oil L.P. acquired all rights, title and interest to the “Gulf” brand in the U.S. Gulf Oil now controls the right to market the brand throughout the United States and its territories. This acquisition enables Gulf Oil to expand its use of the Gulf brand throughout the U.S for the first time since it first acquired certain right to the brand in 1986.

Alimentation Couche‐Tard Inc., on January 12, 2010 announced that it had signed an agreement, through its subsidiary Circle K Stores Inc., to acquire eight stores in central North Carolina from Accel Marketing LLC, which operates under the Accel banner. The transaction is anticipated to close in April 2010.

Uni‐Marts, Inc., announced on January 8, 2010 the final closings on the sale of its 204 convenience stores. As reported in CSP Daily News in October, Kwik Pik LLC, an affiliate of Lehigh Gas Corp., purchased 144 of the stores, and the remaining 60 sites were divided among 25 other purchasers.

Thorntons Inc., an operator of 161 convenience stores across five states in the Midwest and Southern U.S., sold its four Connecticut convenience store locations to Framingham, Massachusetts‐based Cumberland Farms. Thorntons sold these locations to focus on its core operations in the Midwest and South, regions in which it continues to build and expand. As a result of this sale, Thorntons now only operates stores in Illinois, Indiana, Kentucky, Ohio and Tennessee.

14

Featured Article: What a Difference a Year may Make

C‐Store operators, interested in selling any businesses assets in the near‐term, should consider the financial impact of the expected increases at the end of this year in both the federal ordinary income (“Ordinary Income”) tax rate and the federal long‐term capital gains (“LTCG”) tax rate. These tax rate changes would materially impact the sale of individual assets, such as sale lease‐back transactions, individual stores and entire businesses.

By way of background, in 2001, then‐President George W. Bush signed into law legislation that temporarily decreased the highest Ordinary Income tax rate to 35.0% from 39.6%. In 2003, he signed The Jobs and Growth Tax Relief Reconciliation Act (“JGTRRA”) which, among other things, reduced the LTCG tax rate to 15.0% from 20.0% for most taxpayers. Originally set to expire after five years at the end of 2008, the tax breaks granted under JGTRRA were extended for an additional two years in 2006 under the Tax Increase Prevention and Reconciliation Act (“TIPRA”), which was enacted by then‐President George W. Bush. If Congress doesn’t pass new legislation further extending the current Ordinary Income tax rate and LTCG tax rate, for many taxpayers they will automatically increase by 13.1% and 33.3 % (i.e., revert back to 39.6% and 20.0%, respectively) at the end of this year. Given the need to raise revenue in order to bring down the U.S. budget deficit, which at $1.4 trillion currently stands at its highest level relative to the economy since WWII, Congress is not only contemplating allowing these tax breaks to sunset, but also discussing increasing the LTCG tax rate to a level above the previous one of 20.0%.

To illustrate the potential financial impact of selling prior to an increase in both the current Ordinary Income and LTCG tax rates, as opposed to afterwards at the “old” rates of 35.0% and 20.0%, respectively, we’ve prepared the following simplified example using a fictitious C‐Store operator called Shop & Gas (“SAG”). Assume the 100% shareholder of SAG (“Seller” or “Owner”) is exploring an asset sale of the company, which has no indebtedness and, over the last twelve months, has revenue of $200.0 million and earnings before interest, taxes, depreciation and amortization (EBITDA) at the corporate level of $10.0 million. SAG’s adjusted basis in the assets, after accumulated depreciation of $7.5 million, is $22.5 million.

At a purchase price equal to 6.0x forward corporate EBITDA, Seller would receive pre‐tax proceeds of $60.0 million. Owner would realize a gain of $37.5 million which, under the current federal tax rates, would be taxed $7.2 million (e.g., $7.5 million of depreciation recapture at the current Ordinary Income tax rate of 35.0%, which would equal $2.6 million; and the remaining gain of $30.0 million at the present LTCG tax rate of 15.0%, which would equal $4.5 million), resulting in net proceeds before any state taxes of $52.9 million. However, should Owner decide to wait and sell SAG’s assets until after the expiration of the current tax breaks, Seller would pay an additional $1.8 million in taxes, due to the 13.1% increase in the Ordinary Income tax rate to 39.6%, and the 33.3% increase in the LTCG tax rate to 20.0%. The tax bite would be larger if one, or both, of the tax rates increased even further, which is possible given the revenue issues presently facing the federal government.

As the average sell‐side transaction takes approximately three to six months from start to finish to successfully complete, we encourage all C‐Store operators, who may have an interest in selling their businesses in the near‐term, to consider the potential impact of these changes. Trefethen Advisors, LLC can assist owners in evaluating various sale strategies, and understanding the potential impact of these impending changes to the federal tax rates.

The information contained herein is general in nature and based on authorities that are subject to change. Nothing contained in this communication is intended to constitute tax advice. Applicability to specific situations can only be determined through consultation with your financial adviser.

15

C o n v e n i e n c e S t o r e ⎟ R e t a i l P e t r o l e u m M a r k e t N e w s

About Trefethen Advisors, LLC Trefethen Advisors, LLC is a privately‐owned investment and merchant banking firm focused on providing strategy‐led advice and capital to the multi‐unit retail industry. Since its inception in 2002, the firm has completed more than 45 transactions with a combined value in excess of $4.0 billion. Trefethen Advisors has delivered a range of services on a national basis to leading operating companies, financial institutions and investors in the multi‐unit retail industry, including: identifying and negotiating value‐enhancing acquisitions; executing exclusive sales and divestitures; arranging debt and equity financings for acquisitions, growth capital and recapitalizations; negotiating complex financial restructurings; advising and executing on various asset optimization strategies; and investing as a principal where Trefethen Advisors’ industry expertise, transaction experience and capital can be a catalyst for value creation.

Trefethen Advisors, LLC 6710 East Camelback Road, Suite 200

Scottsdale, Arizona 85251

Tel: (480) 922‐9966 Fax: (480) 922‐1666 www.trefethenadvisors.com

Trefethen Advisors, LLC Disclaimer The information contained herein is not a complete analysis of every material fact respecting any company, industry or security. Although opinions and estimates expressed herein reflect the current judgment of Trefethen Advisors, LLC and are given in good faith, neither Trefethen Advisors, LLC, its associates nor any person involved in the preparation of this publication is under any obligation to update these opinions or estimates if any of them become aware of change or inaccuracy in the information upon which such opinions and estimates are based. The information upon which such opinions and estimates are based is not necessarily updated on a regular basis. In addition, opinions and estimates are subject to change without notice. This Report contains forward‐looking statements, which involve risks and uncertainties. Actual results may differ materially from the results described in the forward‐ looking statements. This material is for your information only and is not a solicitation, or an offer, to buy or sell securities mentioned. Neither Trefethen Advisors, LLC, its associates nor any person involved in the preparation of this publication accepts any liability or responsibility whatsoever for the accuracy or completeness of this publication and none of them makes any representation or warranty in relation thereto. Trefethen Advisors, LLC, each of its associates and every person involved in the preparation of this publication expressly disclaim all liability for any loss or damage of whatsoever kind (whether foreseeable or not) which may arise from any person acting on any statements contained in this publication notwithstanding any negligence, default or lack of care. This publication has been prepared without consideration of the particular investment objectives, financial situation and needs of recipients. In all cases recipients should conduct their own investigation and analysis of the information contained in this publication. No recipient should act on the basis of any matter contained in this publication without considering and, if necessary, taking appropriate legal, financial and other professional advice upon the recipient’s own particular circumstances.

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