---
title: The 13,000 Shops Couche-Tard Is Buying Are Run by Franchisees Who Own the Goods on the Shelves
description: Alimentation Couche-Tard is paying about $8.6 billion for Zabka Group, a Polish franchisor whose shops are run by franchisees who own the goods inside.
author: Darie Nani (Editor-in-Chief)
updated: 2026-07-31T09:21:19.616Z
canonical: https://www.sovereignmagazine.com/article/couche-tard-zabka-franchise-model-8-6-billion
image: https://cdn.nanimediahouse.com/zabka-convenience-store-poland-75791.webp
categories: Business
content_type: News
region: Eastern Europe
publication: Sovereign Magazine
schema_type: Article
---

Alimentation Couche-Tard, the Canadian owner of Circle K, has agreed to buy Żabka Group, Poland's largest convenience retailer, for about $8.6 billion. Couche-Tard says it would be its largest acquisition to date, and it does not work the way a 13,000 shop purchase normally works. Żabka is a franchisor. The shops are run by franchisees, and the goods sitting on their shelves belong to those franchisees rather than to the company being sold.

## The Inventory in the Shops Belongs to the Franchisees

Żabka sets this out in its own investor disclosure. The PLN 31.1 billion customers spend in its stores is described there as sales to end customers, and the company states plainly that this figure does not represent its revenue, only the main driver of it. What Żabka earns is shaped by the margin franchisees make on the products the group delivers to them, by movements in the inventory held at the stores, which the company says is owned by the franchisees, and by regional products franchisees source directly for themselves.

The division of costs runs the same way. Żabka says it carries the adaptation of the premises, the full fit out of the shop, ongoing repairs and servicing of the equipment, the rent paid to the landlord, and delivery of the goods to the door. A franchisee does not need to find premises or buy stock. What they carry is the cost of employing staff, social security contributions, and an entry contribution the company describes as low, giving the purchase of a fiscal cash register as its example.

The entry requirements are mostly administrative. A candidate registers a business in Poland's CEIDG register, supplies a tax office confirmed VAT declaration, consents to a search of the National Debt Register, and puts up security in one of three forms of their choosing: a blank promissory note, a bank guarantee or a cash deposit. Training runs for 15 days.

## Żabka Turns a 14.8 Per Cent Margin Against Couche-Tard's 8.8

In the 12 months to 31 March 2026, Żabka reported revenue of PLN 28,051.3 million, about $7.4 billion, adjusted earnings before interest, tax, depreciation and amortisation of PLN 4,144.2 million, about $1.1 billion, and net profits of about $0.3 billion. That is an adjusted margin of 14.8 per cent. Couche-Tard, over the 52 weeks to 26 April 2026, reported adjusted earnings of $6,713.8 million on a margin of 8.8 per cent, and net earnings of $3.1 billion.

Combining the two would give illustrative revenue of about $83.9 billion and adjusted earnings of about $7.8 billion, a margin of about 9.3 per cent before any synergies. Couche-Tard has identified roughly $250 million of cost and revenue synergies, which it says can be fully achieved by the third year after closing.

Alex Miller, President and Chief Executive Officer of Couche-Tard, said Żabka has "built one of Europe's most impressive convenience retail businesses, combining a powerful customer proposition with an entrepreneurial franchise model, a highly disciplined and proven operating platform, and a strong track record of growth". Couche-Tard says it will keep Żabka's management structure, brand, franchise model and local expertise in place. Tomasz Suchański is chief executive and chairperson of the board at Żabka, and Tomasz Blicharski, currently chief strategy and development officer, is chief executive designate.

The network the two are describing runs to 13,063 shops across Poland and Romania as at 30 June 2026, including its smaller Nano format, each averaging about 65 square metres, or roughly 700 square feet. Żabka counts about 4.3 million receipts a day from its Polish stores on 2025 figures, like for like sales growth of 5.3 per cent, and 12.2 million yearly users across its digital businesses. It opens more than 1,300 shops a year, and says it picked the sites using software that scored over nine million Polish addresses on geospatial data for their return potential.

## Couche-Tard's Last Big European Deal Brought 2,175 Mostly Company-Owned Sites

The contrast with how Couche-Tard has grown in Europe until now is direct. When it closed its purchase of retail assets from TotalEnergies in January 2024, it took on 2,175 sites across Germany, Belgium, the Netherlands and Luxembourg, and 69 per cent of them were company-owned, with the remaining 31 per cent held by dealers. In Poland it already runs nearly 400 Circle K service stations alongside the network it is now bidding for.

Żabka was founded in 1998, is based in Poznań, and listed in Warsaw in October 2024. Suchański described the sale as following "a highly successful nine-year partnership with CVC", the private equity firm behind the company, which Partners Group joined as an investor in 2019. The company reports an uninterrupted record of growth running more than 27 years.

## The Offer Opens Towards 26 August and Runs for 30 Days

Couche-Tard is bidding through its subsidiary Circle K Polska at PLN 32.00 a share, equivalent to $8.48, which values Żabka's equity at about PLN 32.62 billion, or $8.6 billion. CVC, Partners Group and Żabka's key executive managers, holding about 57 per cent of the shares between them, have signed hard irrevocable undertakings to tender all of their holdings into the offer. The debt behind the bid is fully committed, underwritten by J.P. Morgan as lead arranger with National Bank of Canada Capital Markets and The Bank of Nova Scotia as joint bookrunners.

The offer document goes to the Polish Financial Supervision Authority for review, and the offer period is expected to open towards 26 August 2026 for an initial 30 days, which Couche-Tard may extend. Clearance is needed from either the European Commission or Poland's competition authority, UOKiK, depending on which has jurisdiction, from Romania's foreign direct investment commission, and from the European Commission under the European Union's Foreign Subsidies Regulation. Barring extensions, completion is expected no later than December 2026.

If Couche-Tard ends up with at least 95 per cent of the voting rights it intends to squeeze out the remaining shareholders and take Żabka off the Warsaw Stock Exchange, though it states there is no assurance it will be able to do either. Pro forma leverage at closing is expected to be around three times net debt to adjusted earnings, against a ratio of 1.99 to 1 in April, and the company says it expects no effect on its credit rating.

More about the company is at [couche-tard.com](https://www.couche-tard.com/).

## FAQ

**Q: Is Żabka a franchise?**
Żabka operates as a franchisor. It sources the premises, fits out the shop, supplies the equipment and delivers the goods, while franchisees run the stores, employ the staff and own the inventory on the shelves.

**Q: How much does it cost to open a Żabka?**
The company describes the franchisee's own contribution as low and attributes it mainly to buying a fiscal cash register. A candidate also has to put up security in one of three forms of their choosing, a blank promissory note, a bank guarantee or a cash deposit, register a business in Poland's CEIDG register, pass a debt register check and complete 15 days of training. Żabka does not publish what a franchisee earns or the terms of the contract.

**Q: What kind of shop is a Żabka?**
A small neighbourhood convenience store averaging about 65 square metres, roughly 700 square feet, selling everyday groceries alongside hot food, drinks and services. There were 13,063 of them across Poland and Romania at the end of June 2026, including the smaller Nano format.

**Q: Who owns Circle K?**
Alimentation Couche-Tard, a convenience and mobility group based in Laval, Quebec, and listed in Toronto.

**Q: When would the takeover complete?**
The offer period is expected to open towards 26 August 2026 and run for an initial 30 days, extendable by Couche-Tard. If it succeeds, completion is expected no later than December 2026, subject to regulatory clearances.