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Offering Memorandum

Flagstaff, AZGIANT SHELL GAS & C-STORE

NOT ACTUAL SITE

N O N - E N D O R S E M E N T A N D D I S C L A I M E R N O T I C E

Confidentiality and DisclaimerThe information contained in the following Marketing Brochure is proprietary and strictly confidential. It is intended tobe reviewed only by the party receiving it from Marcus & Millichap and should not be made available to any otherperson or entity without the written consent of Marcus & Millichap. This Marketing Brochure has been prepared toprovide summary, unverified information to prospective purchasers, and to establish only a preliminary level of interestin the subject property. The information contained herein is not a substitute for a thorough due diligence investigation.Marcus & Millichap has not made any investigation, and makes no warranty or representation, with respect to theincome or expenses for the subject property, the future projected financial performance of the property, the size andsquare footage of the property and improvements, the presence or absence of contaminating substances, PCB's orasbestos, the compliance with State and Federal regulations, the physical condition of the improvements thereon, orthe financial condition or business prospects of any tenant, or any tenant's plans or intentions to continue itsoccupancy of the subject property. The information contained in this Marketing Brochure has been obtained fromsources we believe to be reliable; however, Marcus & Millichap has not verified, and will not verify, any of theinformation contained herein, nor has Marcus & Millichap conducted any investigation regarding these matters andmakes no warranty or representation whatsoever regarding the accuracy or completeness of the information provided.All potential buyers must take appropriate measures to verify all of the information set forth herein. Marcus & Millichapis a service mark of Marcus & Millichap Real Estate Investment Services, Inc. Â© 2017 Marcus & Millichap. All rightsreserved.

Non-Endorsement NoticeMarcus & Millichap is not affiliated with, sponsored by, or endorsed by any commercial tenant or lessee identified inthis marketing package. The presence of any corporation's logo or name is not intended to indicate or imply affiliationwith, or sponsorship or endorsement by, said corporation of Marcus & Millichap, its affiliates or subsidiaries, or anyagent, product, service, or commercial listing of Marcus & Millichap, and is solely included for the purpose of providingtenant lessee information about this listing to prospective customers.

ALL PROPERTY SHOWINGS ARE BY APPOINTMENT ONLY.PLEASE CONSULT YOUR MARCUS & MILLICHAP AGENT FOR MORE DETAILS.

GIANT SHELL GAS & C-STOFlagstaff, AZACT ID Y0080345

N E T L E A S E D D I S C L A I M E R

Marcus & Millichap hereby advises all prospective purchasers of Net Leased property as follows:

The information contained in this Marketing Brochure has been obtained from sources we believe to be reliable. However, Marcus & Millichap has not and will notverify any of this information, nor has Marcus & Millichap conducted any investigation regarding these matters. Marcus & Millichap makes no guarantee, warrantyor representation whatsoever about the accuracy or completeness of any information provided.

As the Buyer of a net leased property, it is the Buyer’s responsibility to independently confirm the accuracy and completeness of all material information beforecompleting any purchase. This Marketing Brochure is not a substitute for your thorough due diligence investigation of this investment opportunity. Marcus &Millichap expressly denies any obligation to conduct a due diligence examination of this Property for Buyer.

Any projections, opinions, assumptions or estimates used in this Marketing Brochure are for example only and do not represent the current or future performance ofthis property. The value of a net leased property to you depends on factors that should be evaluated by you and your tax, financial and legal advisors.

Buyer and Buyer’s tax, financial, legal, and construction advisors should conduct a careful, independent investigation of any net leased property to determine toyour satisfaction with the suitability of the property for your needs.

Like all real estate investments, this investment carries significant risks. Buyer and Buyer’s legal and financial advisors must request and carefully review all legaland financial documents related to the property and tenant. While the tenant’s past performance at this or other locations is an important consideration, it is not aguarantee of future success. Similarly, the lease rate for some properties, including newly-constructed facilities or newly-acquired locations, may be set based on atenant’s projected sales with little or no record of actual performance, or comparable rents for the area. Returns are not guaranteed; the tenant and any guarantorsmay fail to pay the lease rent or property taxes, or may fail to comply with other material terms of the lease; cash flow may be interrupted in part or in whole due tomarket, economic, environmental or other conditions. Regardless of tenant history and lease guarantees, Buyer is responsible for conducting his/her owninvestigation of all matters affecting the intrinsic value of the property and the value of any long-term lease, including the likelihood of locating a replacement tenantif the current tenant should default or abandon the property, and the lease terms that Buyer may be able to negotiate with a potential replacement tenantconsidering the location of the property, and Buyer’s legal ability to make alternate use of the property.

By accepting this Marketing Brochure you agree to release Marcus & Millichap Real Estate Investment Services and hold it harmless from any kind of claim, cost,expense, or liability arising out of your investigation and/or purchase of this net leased property.

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OFFERING SUMMARYPRESS RELEASE

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Tesoro To Acquire Western Refining in $6.4 Billion Transaction

· Transaction creates a premier, highly integrated and geographically diversified refining, marketing and logistics company

· Stock transaction at exchange ratio of 0.4350, with option to elect cash in lieu of stock up to a cap of 10% of the equity consideration; values the transaction at $6.4 billion

· Commit to delivering $350 to $425 million in annual synergies; run rate to be achieved within the first two years

· Expects to achieve 10% to 13% EPS accretion in 2018, the first full year of combined operations

· Well positioned, highly reliable and advantaged refining system with over 1.1 million barrels per day of refining capacity with access to wide array of advantaged crude oil

· Creates leading multi-brand marketing and convenience store portfolio in growing geographies with over 3,000 combined branded retail stations

· Expands opportunities for logistics growth in crude oil production basins and product regions, particularly in the Permian basin

SAN ANTONIO AND EL PASO, TEXAS ‐ November 17, 2016 ‐ Tesoro Corporation (NYSE: TSO) ("Tesoro") and Western Refining, Inc. jointly announced a definitive agreement under which Tesoro will

acquire Western at an implied current price of $37.30 per Western share in a stock transaction, representing an equity value of $4.1 billion based on Tesoro's closing stock price of $85.74 on November

16, 2016. This represents an enterprise value of $6.4 billion, including the assumption of approximately $1.7 billion of Western's net debt and the $605 million market value of non‐controlling interest

in Western Refining Logistics, LP (NYSE: WNRL). This transaction has been unanimously approved by the boards of directors of both companies, and is another transformative step forward for Tesoro

and the Company's ongoing commitment to creating significant value for shareholders, employees, communities and other key partners. The acquisition creates a premier, highly integrated and

geographically diversified refining, marketing and logistics company and provides a strong platform for earnings growth and cash flow generation.

Under the terms of the agreement, Western shareholders can elect to receive 0.4350 shares of Tesoro for each share of Western stock they own, or $37.30 in cash per share of Western stock. Elections

to receive cash will be subject to proration to the extent they exceed approximately 10.8 million shares (or approximately $404 million in the aggregate). Stock elections will not be subject to proration.

The purchase price represents a premium of 22.3% to the closing price of Western's stock on the day prior to announcement, and a 31.6% premium to the volume weighted average price over the last

30 trading days. The transaction is expected to be tax‐free to Western's shareholders who elect stock.

"The acquisition of Western further strengthens our integrated business model and extends our portfolio into attractive and growing markets," said Greg Goff, Chairman and CEO of Tesoro. "As a

leading integrated refining, marketing and logistics company, this transformative acquisition drives value through a combination of access to advantaged crude oil, a strong, multi‐brand marketing and

convenience store portfolio and a robust platform for logistics growth, all of which will allow us to continue to create shareholder value."

"Also, our increased scale and diversity will enable us to leverage and enhance in‐house technical capabilities, which we expect will result in cost efficiencies, the ability to drive more growth and

increased productivity," Goff continued. "This strategic combination provides our shareholders with the opportunity to participate in the tremendous future growth prospects and synergies of the

combined company," said Paul Foster, Executive Chairman of Western Refining. "Joining forces with Tesoro, a company that shares our integrated business model strategy, will enable us to further

leverage our capabilities in refining, marketing and logistics operations and allow our talented team to work on a growing number of exciting opportunities. We have tremendous respect for the Tesoro

team and are excited to be a part of a larger and more diverse organization to support our continued growth."

GIANT SHELL GAS & C-STORE, Flagstaff, AZ

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OFFERING SUMMARY

Publicly Traded Company Corporate Guarantee

New 20-Year NNN Lease

12.5% Increases Every 5-Years

Lease Includes Four 5-Year Options to Renew

INVESTMENT HIGHLIGHTS

The tenant Western Refining has a Wholesale and Retail division, the retail group operates approximately 260 convenience stores and gas stations located in Arizona,Colorado, New Mexico and Texas, marketed under the brands of Giant and Howdy's. It operates approximately 169 convenience stores and supports approximately 114franchised convenience stores, under the SuperAmerica brand primarily in Minnesota and Wisconsin. The Company also owns a bakery and commissary under theSuperMoms brand, which markets to SuperAmerica stores and third party companies.

Their locations offer a wide array of merchandise, including soft drinks, snacks, beer, wine, liquor, and hot and cold prepared food items. We also offer a variety of prepaidproducts (gift cards, wireless, debit cards), as well as financial services such as money orders and ATMs. The fuel they offer includes unleaded, mid-grade, premium, andultra-low sulfur diesel in most locations. All locations offer public restrooms, and many locations offer RV facilities for the convenience of the traveling public.

Western Refining is dedicated to fueling the lives of their customers, by supplying them with products that move them, fly them, feed them, and make their lives better.They're an independent oil refiner and marketer,headquartered in El Paso, Texas, while operating mostly in the southwestern and western United States, and the upper Midwest. Western Refining (WNR) has been publiclytraded on the New York Stock Exchange since January 2006.

Western Refining owns and operates three refineries with a total crude oil throughput capacity of approximately 246,000 barrels per day (bpd) producing primarily high-valuelight products such as gasoline, diesel, and jet fuel. In addition to our 131,000 bpd refinery in El Paso, Texas, they own and operate a 25,000 bpd refinery near Gallup, NewMexico and a 90,500 bpd refinery in St. Paul Park, Minnesota.

These refineries and their wholesale line of business, which supplies a wide range of fuels, lubricants, and automotive chemicals, are how they fuel the lives of millions ofpeople in Arizona, Colorado, Iowa, Minnesota, Nevada, New Mexico, South Dakota, western Texas, Utah, Virginia, Wisconsin, and northern Chihuahua, Mexico. They alsofuel the lives of their customers through 260 convenience stores and gas stations located in Arizona, Colorado, New Mexico and Texas marketed under the brands of Giantand Howdy's, and 169 convenience stores and 114 franchised convenience stores, under the SuperAmerica brand, primarily in Minnesota and Wisconsin. Western Refining,Inc. also owns the general partner and approximately 61% of the limited partnership interest in Western Refining Logistics, LP (NYSE:WNRL).

INVESTMENT OVERVIEW

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OFFERING SUMMARYPrice $6,501,000Net Operating Income $341,340Capitalization Rate – Current 5.25%Price / SF $1,752.29Rent / SF $92.01Lease Type NNNGross Leasable Area 3,710 SFYear Built Approximately July 2017Lot Size 1.38 acre(s)

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EXECUTIVE SUMMARYOFFERING SUMMARY

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FINANCINGDown Payment All CashNet Cash Flow 5.25% / $341,340Cash on Cash Return 5.25%

GIANT SHELL GAS & C-STO

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OFFERING SUMMARY

MAJOR EMPLOYERS

EMPLOYER # OF EMPLOYEES *

Business Affairs 2,000

Northern Ariz Healthcare Corp 2,000

Tungland Corporation 2,000

FMC 1,976

Lithographic Commercial Prtg 850

Haven of Flagstaff LLC 512

District IV 500

Nacog 450

Arizonas Children Association 400

College of Arts & Science 350

Home Depot The 350

McDonalds 345

DEMOGRAPHICS

1-Miles 3-Miles 5-Miles

2016 Estimate Pop 8,521 47,786 70,019

2010 Census Pop 8,546 45,775 67,316

2016 Estimate HH 3,018 15,057 23,864

2010 Census HH 3,040 14,955 23,446

Median HH Income $41,605 $49,135 $50,900

Per Capita Income $19,593 $24,301 $25,640

Average HH Income $53,866 $67,884 $69,332

* # of Employees based on 5 mile radius

Brand New Giant Gas Station & Convenient Store- Opening Approximately July 2017 New 20-Year Triple Net Lease w/ 12.5% Rental Increases every 5-Years Surrounded by Many Retail Centers

Marcus & Millichap is pleased to present for sale this brand new Giant Gas Station and Convenient Store located in Flagstaff Arizona. The tenant has signed a new 20-year triple-net lease. This lease will include fixed 12.5 percent rental increases every five years, and four, five-year options to renew. The station will be equipped with six gas pumps and a Blimpie America's Sub Shop restaurant inside the convenience store.

Flagstaff, Arizona is located at the intersection of I-17 and I-40, and is the largest city in Northern Arizona. The City is also the regional center and county seat for Coconino County, the second largest county in the 48 contiguous states (by area).

The City of Flagstaff is comprised of just over 64 square miles nestled at the base of the San Francisco Peaks. It is surrounded by one of the largest pine forests on Earth. At nearly 7,000 feet, Flagstaff is also one of the highest elevation cities in the United States.

Flagstaff drew its name from a very tall flagpole made from a pine tree to celebrate our nation's centennial in 1876. The City is a year-round mecca for visitors.

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LOCATION OVERVIEWTENANT SUMMARYPRICING AND VALUATION MATRIX

PROPERTY NAMEGIANT SHELL GAS & C-STO

PRICING AND VALUATION MATRIX

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2161 N East St, Flagstaff, AZ 86004

Flagstaff, Arizona is located at the intersection ofI-17 and I-40, and is the largest city in NorthernArizona. The city is also the regional center andcounty seat for Coconino County, the secondlargest county in the 48 contiguous states




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2161 N East St, Flagstaff, AZ 86004




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PROPERTY SUMMARYOFFERING SUMMARY

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OFFERING SUMMARY


At the Close of Escrow

MARKETING TEAM

Source: © 2015 Experian

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CREATED ON MAY 8, 2017




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DEMOGRAPHICS

1 Miles 3 Miles 5 MilesPOPULATION

2021 Projection 8,831 49,422 74,2102016 Estimate 8,521 47,786 70,0192010 Census 8,546 45,775 67,3162000 Census 7,721 38,589 54,210

INCOMEAverage $53,866 $67,884 $69,332Median $41,605 $49,135 $50,900Per Capita $19,593 $24,301 $25,640

HOUSEHOLDS2021 Projection 3,134 15,654 25,4752016 Estimate 3,018 15,057 23,8642010 Census 3,040 14,955 23,4462000 Census 2,771 13,755 19,816

HOUSING2016 $225,972 $292,268 $293,503

EMPLOYMENT2016 Daytime Population 12,756 82,537 102,737

2016 Unemployment 6.59% 5.91% 5.31%2016 Median Time Traveled 17 16 16

RACE & ETHNICITYWhite 52.93% 70.54% 72.40%Native American 0.18% 0.21% 0.20%African American 2.19% 2.70% 2.35%Asian/Pacific Islander 1.43% 2.30% 2.29%


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