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Sale 1702

Sunoco directs Sealed Bid Sale of

65 Convenience Stores with Gas and 34 Vacant & Commercial Properties

FL, LA, MA, MI, NH, NJ, NM, NY, OH, OK, PA, RI, SC TX and VA

9 Sites Available Now

General Information

SEALED BID SALE. Susser Petroleum Operating Company LLC or its affiliates (“Seller”) is offering to sell ninety-nine (99) properties located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia (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.

BID DEADLINE – GAS PROPERTIES. Sealed bids for Gas Properties are required to be received by NRC not later than March 7, 2017, at 3:00 p.m. Central Time (the “Bid Deadline”) and sent to:

NRC Realty & Capital Advisors, LLC
350 W. Ontario, 4th Floor
Chicago, IL 60654
ATTN: SEALED BID SALE 1702

BID DEADLINE – COMMERCIAL/VACANT LAND PROPERTIES. Sealed bids for Commercial and Vacant Land Properties are required to be received by NRC not later than April 20, 2017, at 3:00 p.m. Central Time (the “Bid Deadline”) and sent to:

NRC Realty & Capital Advisors, LLC
350 W. Ontario, 4th Floor
Chicago, IL 60654
ATTN: SEALED BID SALE 1702

OFFERED PROPERTIES

GAS PROPERTIES. Sixty-five (65) of the Properties are offered for sale as convenience stores with gas and are offered with the fee interest in the real property (individually, a “Gas Property” and collectively, the “Gas Properties”). Sixty-two (62) of the Gas Properties are currently operating and three (3) are currently closed. All Gas Properties include non-proprietary furnishings and equipment owned by Seller, plus inventory (which is to be paid for separately as set forth below). Equipment leased by Seller or owned by third parties will not be sold with the Properties and will be removed prior to closing. Convenience stores will be sold unbranded, provided that bidders may make an offer for a site to remain branded.

The Gas Properties are offered with or without fuel supply and bidders may make their offers according to their preference. Although offers without fuel supply will be entertained, Seller’s preference is to sell the Properties subject to Seller’s fuel supply agreement. All Gas Properties, including those sold without fuel supply, will be required to retain the existing fuel brand after closing. On sites which are being purchased without supply, the purchaser will be required to make arrangements acceptable to Seller to assume all existing branding obligations (including any associated damages, costs and liabilities for de-branding), and all obligations with respect to unamortized image or incentive monies as of the closing.

Gas Properties sold with fuel supply will be sold with fifteen (15) year branded fuel supply agreements. Terms and conditions of fuel supply will be subject to credit approval, and the amount and type of collateral that the supplier will require to be posted by the purchasers of Gas Properties will be dependent upon the creditworthiness of the purchasers.

Please see the Property Specific Package (“PSP”) for each Property for fuel pricing terms, other specific details and additional terms.

GAS PROPERTIES – CODO PROPERTIES. Fourteen (14) of the Gas Properties are company-owned, dealer-operated gas stations with convenience stores (individually, a “CODO Property” and collectively, the “CODO Properties”). All of the CODO Properties are currently operating. Each CODO Property includes the fee interest in the real property, and any improvements, non-proprietary fixtures and equipment owned by Seller. Equipment leased by Seller or owned by third parties or the dealer will not be sold with the Properties and will be removed prior to closing. Inventory will not be sold with CODO Properties.

COMMERCIAL PROPERTIES. Fourteen (14) of the Properties are offered for sale as former gas stations and are offered with the fee interest in the real property (individually, a “Commercial Property” and collectively, the “Commercial Properties”). The underground storage tank systems have been removed or closed at all Commercial Properties. Commercial Properties will be offered for sale with a use restriction prohibiting the sale of motor fuel, beer and wine for off premises consumption, grocery items and Mexican food; provided, that bidders may make a offer that includes only some or none of these restrictions All Commercial Properties include improvements, non-proprietary furnishings and equipment owned by Seller

VACANT LAND. Twenty (20) of the Properties are offered for sale as vacant land and are offered with the fee interest in the real property (individually, “Vacant Land Property” and collectively, the “Vacant Land Properties”). Vacant Land Properties will be sold with a use restriction prohibiting the sale of motor fuel, beer and wine for off premises consumption, grocery items and Mexican food; provided, that bidders may make a offer that includes only some or none of these restrictions

TERMS AND CONDITIONS. The offering and sale of the Properties in this sealed bid sale are subject to these Terms and Conditions of Sealed Bid Sale (the “Terms and Conditions”). Prospective bidders are advised to carefully review the Terms and Conditions. Failure to comply either as a participant in the sale or in the preparation or submission of a sealed bid, may, in the sole discretion of Seller or NRC with Seller’s consent, cause a sealed bid to be deemed non-conforming (a “Non-conforming Bid”). NRC and Seller reserve the right to amend, supplement or modify these Terms and Conditions from time to time, without consent from or notice to prospective bidders. In the event the Terms and Conditions conflict with a provision of the Purchase and Sale Agreement (“PSA”) relating to a Property, the provision of the applicable PSA shall be controlling.

PROPERTY SPECIFIC PACKAGES. A PSP for each Property is available for download at http://www.nrc.com/1702. Each PSP contains, as available, property-specific physical, legal, environmental and financial due diligence information. A PSP may include, as applicable, tax bills, surveys or site plans, title commitments, UST information and remediation reports.

PROPERTY INSPECTIONS. Non-intrusive visual inspections of operating Gas Properties may be performed during normal business hours from 9:00 am to 4:00 pm local time, Monday through Saturday. Inspections shall not interfere with business operations and do not include backrooms, storage areas, or secure areas. In no event shall such inspections include any environmental testing or sampling. The store managers and employees have been instructed to refer any bidder questions directly to NRC. UNDER NO CIRCUMSTANCES MAY A BIDDER OR A SUCCESSFUL PURCHASER ASK QUESTIONS OF STORE MANAGERS OR STORE EMPLOYEES. BIDDERS VIOLATING THIS REQUIREMENT MAY BE DISQUALIFIED FROM BIDDING. Closed Gas Properties, Commercial Properties and Vacant Properties may be inspected by appointment only. Please contact NRC at (800) 747-3342, ext. 1702, for additional details.

CONFIDENTIALITY AGREEMENT. Certain information that prospective bidders may receive in connection with this sealed bid sale is proprietary and non-public information that Seller considers confidential (“Confidential Information”), including, without limitation, Confidential Information contained in a PSP. Accordingly, each prospective bidder is required to sign and return a Confidentiality Agreement (“Confidentiality Agreement”) to NRC electronically on the sale website, by mail or fax prior to receiving a PSP. A Confidentiality Agreement is available for download on the NRC website at http://www.nrc.com/1702 or by calling NRC.

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.

BROKER PARTICIPATION. A fee equal to two percent (2%) of the Purchase Price (as defined in the PSA) of each Gas Property and three percent (3%) of the Purchaser Price (as defined in the PSA) of each Commercial Property and Vacant Land Property, net of Buyers Premium, will be paid 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 completing the Co-Op Broker registration in the form provided by NRC without modification, and faxing it to NRC at 312.278.6900, referencing Sale 1702. All such Co-Op Broker registrations are not effective until accepted in writing by NRC and NRC shall have the authority to determine if any registration is accepted based upon the requirements of these Terms and Conditions and the Co-Op Broker registration document, in its sole judgment. No registration will be accepted by NRC and no commissions will be paid in connection with any prospect who has previously expressed interest in the Property with Seller or its agents or who has been contacted by NRC. No commissions will be paid on any Property to brokers participating as a principal in the purchase of the Property or who has a direct or indirect ownership interest in purchaser, and an affidavit may be required stating that the broker is acting solely as broker and not as purchaser and has no direct or indirect ownership interest in purchaser. NO OTHER FORM OR ORAL REGISTRATION IS PERMITTED. Purchaser shall be responsible for the payment of one percent (1%) of the Purchase Price of the Property to its registered broker as a portion of the broker participation fee.

BIDS. Some Properties are offered with published minimum bids (“Minimum Bids”).  Seller will accept the high bid on a Property provided there is at least one bid received at the Bid Deadline, or Best & Final bid round (i) that is equal to or in excess of the published minimum bid and (ii) is a conforming bid.  This provision does not apply to bids that are received prior to the Bid Deadline.  Seller may request that buyers verify source of funds to close prior to awarding any bid.

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-license brokers: FL - NRC Realty Advisors of Florida, LLC. Lic. #CQ1037037, LA - Congress Realty, Inc. Lic. #BROK.0912124597-CORP, MA - NRC Realty & Capital Advisors of MA, LLC. Lic. #10161, MI - NRC Realty & Capital Advisors of MI, LLC. Lic. #6505390762, NH - National Real Estate Clearinghouse of NH, LLC. Lic. #070084, NJ - NRC Realty Advisors of New Jersey, LLC. Lic. #0897521, NM - NRC Realty & Capital Advisors of NM, LLC. Lic. #08945, NY - Auction Advisors, Lic. #10991209380, OH - NRC Realty & Capital Advisors of OH, LLC. Lic. #REC.2016003084, OK - NRC Realty & Capital Advisors of OK, LLC. Lic. #172852, PA - NRC Realty & Capital Advisors of PA, LLC. Lic. #RB068189, RI - Continental Real Estate Group, Inc. Lic. #C15997, SC - NRC Realty & Capital Advisors of SC, LLC. Lic. #20270, TX - NRC Realty & Capital Advisors of Texas, LLC. Lic. #9002276, and VA - NRC Realty & Capital Advisors of VA, LLC. Lic. #0226025664.