The acquisition of Convenience Stores (also referred to as C-Stores) can be a complex process which requires a very specific range of factors that can determine the long-term success of the business. One key consideration in this process is the practical management of risks and liabilities, both in the areas of insurance and environmental due diligence. It is imperative to have an experienced insurance broker and an environmental professional as a part of your team to navigate this process efficiently.

Insurance Considerations for C-Store Acquisitions

The acquisition of a C-Store involves a range of potential insurance risks and liabilities that must be carefully managed. One of the primary areas of concern is liability insurance, which is designed to protect the buyer against claims from third parties who may be injured or suffer damages because of the C-Store's operations. These incidents may include bodily injury, product liability, or personal injury incurred by employees or customers. This type of coverage may include general liability insurance, workers' compensation insurance, and property insurance, among others.

There are other types of coverage that may be important in the acquisition of a C-Store, such as underground storage tank (UST) insurance. Regulations require owners and operators prove they have the financial resources to remediate contamination and/or compensate third parties for bodily injury/property damage resultant from a UST release.

One of the primary mechanisms to meet this obligation is to obtain private insurance that meets both federal and local guidelines. This UST insurance can be placed alongside a broader pollution policy to protect against other pollution risks not associated with the USTs including, but not limited to, fines and penalties; business income loss; and/or discovery of phantom (unknown) USTs.

Environmental Considerations for C-Store Acquisitions

Environmental due diligence is another critical area of concern in the acquisition of C-Stores. Fueling and service operations associated with these types of assets may generate hazardous waste materials such as used oil, transmission fluid, and brake fluid or there is the possibility of issues with UST tanks.

The primary means of identifying these potential issues is through the performance of a Phase I Environmental Site Assessment (ESA).  ESAs are a critical component of the due diligence process in merger and acquisition transactions. An ESA is an evaluation of the environmental conditions and risks associated with a property, including potential contamination and other hazards. ESAs help to identify potential environmental risks and liabilities that may impact the value of the property of the transaction. By conducting an ESA, buyers can gain a better understanding of the environmental conditions of the property and assess the potential risks and liabilities associated with ownership.

Performing your environmental due diligence is essential for negotiating the terms of your transaction. This allows all parties to develop a plan for managing any environmental risks or liabilities post-acquisition.

Consultants can provide guidance on hazardous waste management, UST maintenance/removal, monitoring, maintenance and testing, air quality, and water quality, and can also help develop environmental management plans and provide staff training on best practices.

Insurance and Environmental Professional's Roles in the Acquisition Process

These types of transactions often occur within a compressed timeframe and coordination and the sharing of critical data can often be slow and disjointed.  Both insurance brokers and environmental consultants can provide invaluable support to buyers throughout the acquisition process.

Insurance brokers can assist buyers with obtaining the appropriate insurance coverage to protect against those risks. Environmental consultants can help buyers identify potential environmental issues and work with the insurance broker to develop strategies to help mitigate those risks.  Since proper insurance coverage will be required prior to close of a transaction, communication, and coordination between the insurance broker and the environmental consultant throughout the entirety of the due diligence period is critical.

Conclusion

The acquisition of a C-Store can be a complex process, requiring careful attention to unique factors that can impact the long-term success of the business. Insurance brokers and environmental consultants can provide invaluable support to buyers throughout this process, helping them manage risks and liabilities associated with the C-Store, and ensuring compliance with all relevant regulations. Buyers who work with experienced professionals in these areas are more likely to successfully navigate the acquisition process and position themselves for long-term success in the C-Store industry.

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