SEALED BID SALE
Tri Star Energy, LLC (“Seller”) is offering to sell seventy-one (71) properties located in Tennessee and one (1) property in Kentucky (individually, a “Property” and collectively, the “Properties”) by sealed bid sale. Seller has retained NRC Realty & Capital Advisors, LLC (“NRC”) to coordinate the offering and sale of the Properties.
OFFERED PROPERTIES
The Properties are offered for the following uses, subject to certain agreements and/or use restrictions, including as described below:
OPERATING CONVENIENCE STORE WITH GAS PROPERTIES OFFERED WITH OR WITHOUT FUEL SUPPLY
Sixty-three (63) of the Properties (the “Gas Station Properties”) are offered for sale to be operated as gasoline stations with convenience stores. These sites are offered with the fee or leasehold interest in the real property and furnishings and equipment. Thirty (30) of these Properties are owned in fee, fifteen (15) are leasehold Properties, and one (1) Property is a combination of fee and leasehold interest, and seventeen (17) are being offered fee or lease. All of the Gas Station Properties will be offered with or without fuel supply and bidders may make their offers accordingly. Gas Station Properties sold with fuel supply will be sold with fuel supply agreements and with fuel priced at rack plus one (1) cent. Terms and conditions of supply will be subject to credit approval, and the amount and type of collateral which Seller will require to be posted by the purchasers of Gas Station Properties will be dependent upon the creditworthiness of the purchasers.
COMMERCIAL PROPERTIES
Four (4) of the Properties offered for sale are former C-store properties offered for commercial use (the “Commercial Properties”). Two (2) of the Commercial Properties are owned in fee and two (2) are leasehold interests. Commercial Properties may be offered subject to use restrictions prohibiting the operation of a facility selling motor fuels and/or a convenience store located thereon. Please refer to the site information in the Brochure (described below) for site-specific use restriction information.
VACANT LAND PROPERTIES
Five (5) of the Properties offered for sale are vacant land (the “Vacant Land Properties”). All five (5) of the Vacant Land Properties are owned in fee.
SUPPLY ONLY DISTRIBUTOR PACKAGE AVAILABLE
The Seller is offering to sell its consignment fuel supply agreements and related fuel dispensing equipment at 21 locations throughout Tennessee. A Confidential Information Memorandum for the Supply Only Distributor Package may be requested through P. A. Weber III, Senior Vice President of NRC Realty & Capital Advisors. Offers will be accepted by Mr. Weber on the same date as the Sealed Bid Deadline.
TERMS AND CONDITIONS OF SALE
The offering and sale of the Properties in this sealed bid sale are subject to the Terms and Conditions of Sealed Bid Sale (“Terms of Sale”) that may be found on the last pages of this Brochure, on the NRC website at http://www.nrc.com/915 and in each Property Specific Package (“PSP”) (described below). The Terms of Sale provide the specific conditions by which the sealed bid sale will be conducted. BIDDERS ARE ADVISED TO CAREFULLY REVIEW THE TERMS OF SALE; NON-COMPLIANCE MAY CAUSE A SEALED BID TO BE DISQUALIFIED FROM CONSIDERATION.
BID DEADLINE
Sealed bids are required to be received by NRC not later than February 18, 2010, at 3:00 p.m. Central Time (the “Bid Deadline”) and sent to:
NRC Realty & Capital Advisors, LLC
363 W. Erie Street, Suite 300E
Chicago, IL 60654
ATTN: SEALED BID SALE 915
BUYERS PREMIUM
Each successful bidder will pay, in addition to the purchase price, an amount equal to 2% of the purchase price of the Property at closing.
CONFIDENTIALITY AGREEMENT
Each prospective bidder is required to sign and return a Confidentiality Agreement (“Confidentiality Agreement”) to NRC by mail or fax. A Confidentiality Agreement has been included with this Brochure and is additionally available for download on the NRC website at http://www.nrc.com/915 or by calling NRC.
AVAILABLE INFORMATION
A PSP for each Property is available from NRC that contains site specific due diligence information as described below and the Bid Package (“Bid Package”) for submitting a sealed bid for such Property. Each PSP is available in hard copy and CD-ROM format at a cost of $35 and $25, respectively, including second day shipping. Prior to receiving a PSP, each prospective bidder is required to deliver to NRC a fully completed and signed Confidentiality Agreement. PSPs can be ordered by calling NRC at (800) 747-3342, ext. 915.
PSP INFORMATION
PSPs will contain the following information, as available:
PROPERTY INSPECTIONS
Properties with currently operating stations may be inspected during normal business hours from 8:30 a.m. to 5:00 p.m. local time, Monday through Saturday. UNDER NO CIRCUMSTANCES MAY PROSPECTIVE BIDDERS ASK QUESTIONS OF STORE MANAGERS OR STORE EMPLOYEES. PROSPECTIVE BIDDERS VIOLATING THIS REQUIREMENT MAY BE DISQUALIFIED FROM BIDDING. The store managers and employees have been instructed to refer any questions from a bidder directly to NRC. All pre-bid inspections are limited to non-invasive investigation. Properties that are not currently operating may be inspected by appointment only. Please call NRC at (800) 747-3342, ext. 915 for further information.
BROKER PARTICIPATION
A fee equal to one percent (1%) of the gross selling price of each Property will be paid by the Seller upon the closing of escrow of the sale of such Property pursuant to the PSA to any licensed broker or agent whose registered prospect consummates the sale. Brokers must register their prospect(s) with NRC no less than three (3) days prior to the Bid Deadline by faxing their client's name, company, address and contact phone numbers, and the store number(s) or addresses that their client is bidding on to NRC at 312.278.6900, referencing Sale 915. Brokers must register their prospects on company letterhead, acknowledged by their prospect, said acknowledgment to be their client's signature and name/title in the registration letter. No commissions will be paid for any prospect previously contacted by NRC. No commissions will be paid on any Property to brokers participating in the purchase of the Property, and an affidavit may be required stating that the broker is acting solely as broker and not as purchaser. NO OTHER FORM OR ORAL REGISTRATION IS PERMITTED.
DISCLAIMER
Although information in this Brochure has been obtained from sources deemed reliable, NRC, Seller or any of their representatives, brokers or agents makes no guarantee as to its accuracy, and the Properties are offered without express or implied warranty of any kind. Any Property may be withdrawn from the sale at any time without notice. Sale is conducted in conjunction with the following state-licensed brokers: TN – Lance Walker and KY – Local One Realty, Inc. – Stephen Due, Principal Broker.