barnes_transaction structures

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PETROLEUM & C-STORE REAL ESTATE Brokerage and Advisory Services Tulsa . Houston . Chicago . Los Angeles . New York . Atlanta . San Francisco . Phoenix Andrew Barnes [email protected] 650.617.3464 Phillip Bonina [email protected] 310.752.0287 PetroCstore.com stanjohnsonco.com Market Business Value Appraised Value of Real Estate & Facility Market Business Value Appraised Value of Real Estate & Facility Adjusted Investment Market Value of Real Estate & Facility @ Cap Rate SJC conducts a paper split of the business & real estate/ facility values • A long term, triple net (NNN) lease with sustainable rent is put in place, re-connecting the Business & RE/Facility • Business is re-valued subject to the new long term lease • RE/Facility is re-valued and sold as a triple net lease property to the real estate investment market with a demand for these properties Fee Simple Site(s) Client generates proceeds from the sale of the real estate and uses proceeds to reduce capital investment in the business Adjusted Business Value @ X multiple of EBITDA Client Objectives Client’s objective is to purchase operating site(s) with little retained capital • Client desires to generate proceeds from selling the real estate (site & facility) and use those proceeds to reduce their retained capital investment in the acquisition • Client also desires the flexibility to sell or retain the business, fuel supply and franchise agreements Incremental value is created and then RE/Facility is sold Original EBITDA Less Rent Obligation = Adjusted EBITDA Adjusted EBITDA Client Results Purchaser “Split Purchase” | Business Growth Through Acquisitions and Improved ROI Client has the flexibility of subleasing & selling the business and retaining the fuel supply and franchise agreements Plus Option to sell Business & sublease site to 3rd party operator Business Rent Multiple Business Value Multiple Real Estate CAP Rate- % Applied Market Range EBITDA to Rent Factor

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Page 1: Barnes_Transaction Structures

PETROLEUM & C-STORE REAL ESTATEBrokerage and Advisory Services

Tulsa . Houston . Chicago . Los Angeles . New York . Atlanta . San Francisco . Phoenix

Andrew Barnes [email protected] 650.617.3464

Phillip Bonina [email protected]

310.752.0287

PetroCstore.comstanjohnsonco.com

Market Business Value

Appraised Value of Real Estate

& Facility

Market Business Value

Appraised Value of Real Estate

& Facility

Adjusted Investment Market Value of Real

Estate & Facility @ Cap Rate

SJC conducts a paper split of the business

& real estate/facility values

• A long term, triple net (NNN) lease with sustainable rent is put in place, re-connecting the

Business & RE/Facility• Business is re-valued subject

to the new long term lease• RE/Facility is re-valued and

sold as a triple net lease property to the real estate investment market with a

demand for these properties

Fee Simple Site(s)

Client generates proceeds from the sale of the real

estate and uses proceeds to reduce capital investment in

the business

Adjusted Business Value @ X multiple

of EBITDA

Client Objectives

Client’s objective is to purchase operating site(s) with little retained capital• Client desires to generate proceeds from selling the real estate (site & facility) and use those proceeds to reduce their retained capital investment in the acquisition• Client also desires the flexibility to sell or retain the business, fuel supply and franchise agreements

Incremental value is created and then RE/Facility is sold

Original EBITDA Less Rent Obligation= Adjusted EBITDA

Adjusted EBITDA Client Results

Purchaser “Split Purchase” | Business Growth Through Acquisitions and Improved ROI

Client has the flexibility of subleasing & selling the business and retaining the fuel supply and

franchise agreements

Plus

Option to sell Business &

sublease site to 3rd party

operator

Business Rent Multiple

Business Value Multiple

Real Estate CAP Rate- %

Applied Market Range

EBITDA to Rent Factor

Page 2: Barnes_Transaction Structures

PETROLEUM & C-STORE REAL ESTATEBrokerage and Advisory Services

Tulsa . Houston . Chicago . Los Angeles . New York . Atlanta . San Francisco . Phoenix

Andrew Barnes [email protected] 650.617.3464

Phillip Bonina [email protected]

310.752.0287

PetroCstore.comstanjohnsonco.com

Market Business Value

Appraised Value of Real Estate

& Facility

Market Business Value

Appraised Value of Real Estate

& Facility

Adjusted Investment Market Value of Real

Estate & Facility @ Cap Rate

SJC conducts a paper split of the business

& real estate/facility values

• A long term, triple net (NNN) lease with sustainable rent is put in place, re-connecting the

Business & RE/Facility• Business is re-valued subject

to the new long term lease• RE/Facility is re-valued and

sold as a triple net lease property to the real estate investment market with a

demand for these properties

Fee Simple Site(s)

Adjusted Business Value @ X multiple

of EBITDA

Client Objectives

Client owns and operates multiple sites• Client desires to extract their capital locked-up in both the business and real estate (site & facility) • Client also desires a full exit from both the business operations and real estate ownership

Original EBITDA Less Rent Obligation= Adjusted EBITDA

Adjusted EBITDA

Client Results

Seller “Split Sale” | Profitable Sale of Multi-Site Operations and Real Estate

Business is first marketed & sold to quality credit operator subject to long term

lease terms

Client generates more proceeds from the split sale of the real estate & business

RE/Facility is then sold to the real estate

investment market based upon value &

terms of long term lease

Business Rent Multiple

Business Value Multiple

Real Estate CAP Rate- %

Applied Market Range

EBITDA to Rent Factor

Page 3: Barnes_Transaction Structures

PETROLEUM & C-STORE REAL ESTATEBrokerage and Advisory Services

Tulsa . Houston . Chicago . Los Angeles . New York . Atlanta . San Francisco . Phoenix

Andrew Barnes [email protected] 650.617.3464

Phillip Bonina [email protected]

310.752.0287

PetroCstore.comstanjohnsonco.com

Type of Advisory ServiceEnhance Portfolio Revenue and/or Prepare to Go-to-Market

Valu

e of

Pet

role

um &

C-S

tore

Por

tfolio

COT Strategies

Site Leasehold Strategies

On-Site Supplemental Profit Center Strategies

Portfolio/Site High-Grading Strategies

Annual Replacement of Lower 10% Performers

Advisory Services For Portfolio Optimization | Operating Petroleum & C-Store Site