Alimentation Couche-Tard Inc. (TSX:ATD) made a firm and irrevocable offer to acquire retail assets in Europe of TotalEnergies SE (ENXTPA:TTE) for approximately ?3.1 billion on March 16, 2023. The purchase price for the proposed transaction, to be paid in cash, is on a cash-free, debt-free basis, subject to customary closing adjustments. As reported, Alimentation Couche-Tard Inc. will acquire 100% of TotalEnergies? oil company's retail assets in Germany and the Netherlands, including 1,198 service stations in Germany and 392 in the Netherlands as well as a 60% controlling stake in the businesses in Belgium and Luxembourg totaling 619 service stations. Couche-Tard will fund the acquisition with available cash, existing credit facilities, US Commercial Paper Program and a new term loan. On the new term loan, National Bank Financial Markets, The Bank of Nova Scotia and RBC Capital Markets act as Co-Lead Arrangers and Joint Bookrunners. The service stations in the four countries will remain under the TotalEnergies brand as long as the fuel is supplied by the company, for at least five years, notably from its refineries in Antwerp (Belgium) and Leuna (Germany). The purchase price represents an EBITDA multiple of ~8.0x. For calendar 2022, earnings before interest, taxes, depreciation, amortization, and impairment (EBITDA) were at approximately ?500 million for the entities covered by this proposed transaction, including the non-controlling interest, or approximately ?455 million excluding the non-controlling interest. TotalEnergies employees and stores will join the Couche-Tard family. As announced on November 28, 2023, Couche-Tard reached an agreement to acquire 2,193 sites from TotalEnergies SE for a total cash consideration of approximately ?3.1 billion on July 7, 2023. The retail assets included in the transaction cover 1,195 sites located in Germany, 566 sites in Belgium, 387 sites in Netherlands, and 45 sites in Luxembourg, of which 1,495 sites are company-owned and 698 sites are dealer-owned. For the same sites included in the transaction, 12% are company-operated and 88% are dealer operated. The transaction comprises 100% of TotalEnergies SE?s retail assets in Germany and Netherlands, as well as a 60% interest in the Belgium and Luxembourg entities. In April 2023, Couche-Tard obtained commitments for new term loans of ?1.5 billion and USD 1.75 billion (?1.58 billion). The term loans are available exclusively to finance this transaction. Couche-Tard expect that cash generated from operations and borrowings available under term revolving unsecured operating credit facility or United States commercial paper program will be adequate to meet liquidity needs in the foreseeable future, except for needs in connection with the agreement to acquire certain retail assets from TotalEnergies SE, which would be partly funded through new term loans.

This planned transaction is subject to the usual conditions, including the consultation processes of employee representatives, regulatory approvals and securing of the mandatory authorizations from competition authorities. As announced on June 22, 2023, TotalEnergies has accepted the Alimentation Couche-Tard's firm offer to acquire certain European retail assets from TotalEnergies, following completion of the information and consultation process involving TotalEnergies employee representative bodies at European level in Belgium, the Netherlands and Luxembourg. The parties will now definitive agreements to effect the transaction. TotalEnergies and Couche-Tard aim to close the transaction by the end of 2023. As of June 22, 2023, the transaction remains subject to the approval of relevant European regulatory authorities and closing continues on track to occur before the end of calendar year 2023. As on November 6, 2023, The European Commission gave approval to Alimentation. The Corporation anticipates the completion of the acquisition to take place in December 2023.

Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Alimentation Couche-Tard Inc. A multidisciplinary and cross-border team, led out from Paris, by Marianne Pezant and Gilles Lebreton, with the support of Eric Davoudet, Cécile Zoro, Katrin Schallenberg, Emily Xueref-Poviac, Amsterdam team including Jeroen Thijssen, Floris van de Bult, IJsbrand de Jong, Michiel Sunderman, Brussels team including Xavier Remy, Haaike Wouters, Gert Cuppens, Maxime Nyamabu, Alexandre Oom, Stijn Van Walleghem; Frankfurt team including Thomas Krecek, Moritz Petersen, Stefan Simon and Olaf Mertgen; and Luxembourg team including Katia Gauzès, Dunja Pralong ? Damjanovic, Geoffrey Scardoni and Josselin Badoc of Clifford Chance acted as legal advisors to TotalEnergies. Reinier Kleipool, and Yi Duan, Rick van 't Wout of De Brauw Blackstone Westbroek advised Couche-Tard.

Alimentation Couche-Tard Inc. (TSX:ATD) completed the acquisition of retail assets in Europe of TotalEnergies SE (ENXTPA:TTE) for ?3.4 billion on January 3, 2024. TotalEnergies received a total cash consideration after adjustments and before tax of ?3.4 billion, the transaction was financed using the Corporation's available cash, US Commercial Paper program, and term loans. In Germany and the Netherlands, TotalEnergies sold 100% of its networks to Couche-Tard, In Belgium and Luxembourg, TotalEnergies and Couche-Tard formed a joint venture (TotalEnergies 40%, Couche-Tard 60%).