Artemis Has Growth in Mind for Travel Center Partners

Deal first step in plan focusing on Southeast, but with "sites" set on national expansion

Published in CSP Daily News

By  Greg Lindenberg, Online Editor

BLUFFTON, S.C. -- With plans to expand first regionally and then nationally, holdings company Artemis Acquisition Corp. has completed the acquisition of Travel Center Partners Inc. (TCP).

On Dec. 31, 2012, Bluffton, S.C.-based Artemis Acquisition entered into a share purchase agreement with Compass Energy Holdings Inc. for the purchase of all the issued and outstanding common stock of TCP, in exchange for one million shares of the company's common stock, Peter Iodice, president and CEO of Artemis Acquisition, said in a filing with the U.S. Securities & Exchange Commission (SEC).

TCP operates six retail outlets in South Carolina and Georgia--Ultimate Car Wash & Family Markets, Bluffton, S.C.; Bryan's Country Store, Hardeeville, S.C.; EZ Mart, Rincon, Ga.; Neighbors Full Service Car Wash, Bluffton; 1780 Country Store, Hardeeville; and Dairy Queen, Bluffton.

A Delaware corporation and new subsidiary, TCP's foundation is commercial real-estate development anchored with the food, gasoline and beverage industry, mainly convenience stores, gas stations, truckstops/travel centers, branded with restaurants, car washes and more.

As reported Thursday in a Raymond James/CSP Daily News Flash, TCP is in discussions to purchase additional c-stores, truckstops, car washes and Dairy Queen/Orange Julius/Grill & Chill locations. The company will accelerate its branding with TCP, Ultimate Car Wash & Family Markets, Bryan's Country Stores, EZ Marts, 24 Hour Grills, Neighbors Full Service Car Washes, 1780 Country Stores and including Integrity Restaurant Group and its Krystal Restaurants.

Artemis's strategy is to focus on the southeastern United States to increase its retail and brand footprint and then seek to expand nationwide, it said.

"We expect to target smaller properties with gross sales per year that are $100 million or less," Iodice said in the SEC filing. "We may also consider acquiring truckstops or travel centers that average sales of 300,000 to 400,000 gallons of fuel per month. Our acquisition strategy is to target businesses that have the opportunity to improve net income through better management. Our long-term strategy is to lease the location to a third-party independent operator and maintain a long-term fuel supply agreement."

He said, "Our business plan entails identifying undervalued and distressed assets. ... Typically, we will focus on smaller properties capable of supporting sales of less than $100 million."

New stores will retain a standard outside look, with the same product mix inside. They will not be franchises. They will be situated mostly in suburban areas of rapidly growing markets, coastal and resort areas and smaller towns.

"Our planned acquisition strategy will be complemented by a new property development program in existing and contiguous markets," said Iodice. "In opening new locations, we will focus on selecting property sites on highly traveled roads in coastal/resort and suburban markets or near highway exit and entrance ramps that provide convenient access to each location. ... Many of the travel centers [were] originally developed years ago when prime real-estate locations along the interstate highway system were more readily available than they are today. Since we believe these prime real-estate locations may be difficult to replicate, we see acquiring them an attractive price to possess durable competitive advantages when the property is run well."

Iodice said The Pantry, VPS Convenience Store Group (Scotchman) and Hess are TCP's main competitors.

"It's important to note that the company will not compete head-to-head with these entities. Rather, we will go to smaller, underserved areas of the state where these groups do not have a strong local presence. Next, we will identify areas where the local community would benefit from the ease, accessibility, comfort and utility that we can deliver in a convenience store experience and create a local footprint there."

The company said that is anticipates future successes with an expansive list of vendor partners: Dairy Queen, Sysco Foods, Krispy Krunchy Chicken, Frito Lay, Hershey/Mars Candy, Anheuser-Busch, Coors, Corona, Starbucks, Monster, Original Pancake House, Vidalia Boiled Peanuts, Cold Cow Ice Cream, TCBY, Coca-Cola, Pepsi, Shell, Texaco, Valero, PEP EV Stations, U-Haul, NACS and the South Carolina and Georgia state lotteries.

Click here to view the full SEC filing.

TCP currently employs more than 60 employees.

Artemis Acquisition has also announced the promotion of Robert Nash, its senior vice president, to its board of directors. Nash has been with the related companies for approximately three years.

Nash said recently, "TCP anticipates to have gross sales of $22 million  per year, after a full year of operations for the current six businesses in South Carolina and Georgia. The current six businesses have all been acquired in the last six to 12 months. We look forward to consummating the acquisition and making TCP a significant asset in the Artemis portfolio."