2025 Convenience Store M&A: Sunoco-Parkland, RaceTrac-Potbelly & Couche-Tard-GetGo Strategies & Risks

  • Sunoco’s ~US$9.1B acquisition of Parkland (4,000 sites plus terminals/refinery) was 2025’s most transformative c-store deal, deepening vertical integration and scale in fuel supply.
  • RaceTrac bought Potbelly for US$566M (445 shops), underscoring c-store operators’ push into higher-margin foodservice and loyalty-driven growth.
  • Couche-Tard acquired GetGo (~270 locations) after FTC clearance and required divestitures, keeping GetGo’s food-first format and myPerks loyalty to build U.S. footprint without diluting the brand.
  • Across deals, buyers pursued supply control, asset efficiency, and differentiated food/loyalty offerings, while leverage capacity and regulatory scrutiny remained key risks.
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2025’s convenience-store M&A landscape reflects both consolidation and expansion along adjacent value chains. Sunoco’s takeover of Parkland for about US$9.1 billion was structurally transformative: the deal brought approx. 4,000 retail and commercial locations across Canada, the U.S., and the Caribbean under Sunoco’s umbrella, plus downstream assets (terminals, the Burnaby refinery), enabling supply chain diversification and scale economics in fuel supply and refining.

RaceTrac’s acquisition of Potbelly for US$566 million demonstrated a strategic pivot beyond fuel and retail footprint alone, into foodservice and franchising. By folding in a 445-unit fast-casual brand with both company- and franchise-owned shops, RaceTrac gains new menu expertise, real estate choices, and loyalty synergies.

Alimentation Couche-Tard’s purchase of GetGo Café + Market (270 locations, US$1.6 billion purchase price as reported) adds to its aggregated presence in U.S. convenience/fuel retailing. Crucially, it retained GetGo’s loyalty program (myPerks) and food-first store experience, indicating its play to preserve consumer loyalty and differentiate on experience, not just footprint.

Together, these transactions suggest several strategic implications:

  • Vertical integration and supply power. Deals like Sunoco-Parkland increase control over upstream assets—refineries, terminals—bolstering energy security, margin capture, and competitive barriers.
  • Foodservice and loyalty as lever for margin resilience. With inflation, fuel volume pressures, and otherwise thin margins in traditional gas & retail, expanding into food (Potbelly, GetGo food-first stores) and strong loyalty programs provides alternative revenue and margin sources.
  • Regulatory and financing challenges. Large cross-border deals (Sunoco-Parkland) required investment-approval (Canada), and anti-trust issues (as with Couche-Tard’s GetGo deal, with required divestitures). Also, financing mix (cash, equity, debt) and post-deal leverage targets are central: Sunoco expects accretion and to return to ~4× leverage in 12-18 months.
  • Market fragmentation still offers targets. Many smaller deals clustered regionally (e.g. in Nevada, California, Midwest) reflecting opportunity for private operators or regional chains to roll up. However, risk of overpaying in inflationary real estate/fuel cost environment persists.

Open questions include how fast Sunoco can integrate Parkland’s diverse assets across jurisdictions; whether RaceTrac and Couche-Tard can scale foodservice/Loyalty with consistent quality and margin; and how rising interest rates/fuel regulations will affect capex, especially for low-carbon assets (refineries, EV charging, renewable fuels). Also, regulatory oversight may increase with growing industry concentration.

Supporting Notes
  • Sunoco agreed to acquire Parkland for ≈US$9.1 billion in cash and equity, including assumption of Parkland’s debt.
  • Parkland shareholders had the option to receive per share either C$19.80 + 0.295 SUNCorp units, or C$44.00 in cash or 0.536 SUNCorp units, reflecting structuring flexibility.
  • The deal was expected and did close on October 31, 2025, after required regulatory and shareholder approvals including from the Investment Canada Act.
  • RaceTrac’s acquisition of Potbelly involved a US$566 million all-cash tender offer at US$17.12 per share, representing approx. 47% premium over 90-day VWAP.
  • Potbelly’s existing footprint: 445 shops (company and franchise), with a goal long-term to reach 2,000 units.
  • Couche-Tard acquired GetGo Café + Market: ~270 locations, ~3,500 employees, multistate footprint, with FTC clearance in June 2025; preserved GetGo’s myPerks loyalty program and brand operating separately within Couche-Tard.
  • As part of Sunoco-Parkland, Sunoco formed SUNCorp LLC; Parkland shareholders to receive 0.295 SUNCorp units and C$19.80/share or alternative cash/stock options; Sunoco targets >10% accretion in distributable cash flow per unit and US$250 million in synergies by Year 3; leverage intended to return to ~4× within 12-18 months post-close.
  • Couche-Tard agreed to divest 35 locations (34 Circle K + one GetGo property) as per FTC requirements in its GetGo deal.

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