Matrix Capital Markets Group, Inc. is an independent, advisory focused, privately-held investment bank. Since 1988, Matrix has provided merger & acquisition and financial advisory services to privately-held, private-equity owned and publicly traded companies.
Situation
Under various predecessor entities, but through continued related family ownership, the Company operated retail convenience stores with fuel in west Texas since the early 1970’s. In 2001, Tyler and Monica Wolfe purchased the business from Monica’s father, Frank Ligon and in 2008 began rebranding the convenience stores under the Jack’s banner.
In 2014, Penta Operating, LLC was formed when four former Town & Country Food Stores executives, consisting of Alvin New, Devin Bates, Randy Brooks and Robert Eggleston, invested in the Company alongside the Wolfes.
The Company’s retail petroleum assets consisted of 9 high-quality, company-operated petroleum marketing and convenience retail stores, one Jack’s Lube & Wash oil change and car wash location, and one oil change with fuel location. In total. seven of the eleven locations operated a combination of in-bay or tunnel car washes.
The owners contacted Matrix in June 2021 regarding a potential sale of the assets, partly due to capital gains tax rates potentially increasing in 2022. Matrix was asked to perform a valuation of the Company’s assets and recommend a sale process to maximize value, with the sale needing to occur in 2021. Based on the valuation feedback provided, the shareholders decided to market the assets for sale in order to diversify wealth and focus on other ventures.
Objective
To customize, execute, and complete a confidential sale process that would allow the Company’s shareholders to realize maximum after-tax value upon the sale of the portfolio.
Solution
Matrix provided merger and acquisition advisory services to Penta Operating, LLC, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction.
Matrix ran a very efficient process focused on strict deadlines for buyers in order to maximize the probability of a closing in 2021 and likely favorable tax rates.
Multiple competitive offers were received, and Monfort Companies was selected as the acquirer.
Matrix assisted in the negotiation of the purchase agreement and coordinated the due diligence and closing process.
The transaction with Monfort Companies closed in December 2021.
Situation
Haywood Oil Company, Inc. d/b/a Peak Energy (“Peak” or the “Company”) was incorporated in 1952 as a local home heating oil delivery company. In 1973, David Blevins left Exxon to become President of Haywood Oil Company. The Company grew through multiple acquisitions that brought additional convenience stores, bulk plants, and fuel brands to the business.
Todd Blevins became President of Peak in 1999 and continued the legacy of growth by making seven acquisitions over the next ten years, transforming the Company into a leading petroleum marketer, fuels distributor and foodservice business.
The Company is headquartered in Waynesville, NC and operates two primary business segments that serve customers throughout western North Carolina, as well as parts of South Carolina, Georgia and Tennessee.
The convenience retail, petroleum marketing and wholesale fuels business consisted of 11 company-owned locations and served over 100 wholesale customers and the commercial fuels and heating oil business sold refined fuel products through 2 bulk plant locations.
Matrix was initially retained to perform a valuation of the Company. After considering the likely valuation range that could be achieved through a competitive sale process, Todd Blevins decided it was the right time to sell the convenience retail, petroleum marketing and wholesale fuels business.
Objective
The Company engaged Matrix on July 10, 2021 to customize, execute, and complete a confidential sale process prior to December 31, 2021 in order to maximize after-tax net proceeds by avoiding any potential capital gains tax increases in 2022.
Solution
Matrix provided merger and acquisition advisory services to Peak, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction.
Multiple competitive offers were received, and Majors Management, LLC was ultimately selected as the acquirer.
Matrix assisted in the negotiation of the purchase agreement and coordinated the due diligence and closing process.
The transaction with Majors Management LLC closed in December 2021, ~5 months after Matrix was engaged.
Situation
ICAT Logistics, Inc. (“ICAT”), founded in 1993 and headquartered in Elkridge, MD, operates as an agency-based freight forwarder specializing in creative, custom transportation solutions to meet its customers’ needs both locally and across the globe.
Objective
Owner Richard “Rick” Campbell engaged Matrix to serve as the Company’s financial advisor after an unsuccessful one-off dialogue with a potential investor.
Mr. Campbell required that Matrix seek a financial partner that could provide him with a liquidity event, a medium-term transition path, and growth capital for the business.
Impediments
As a result of the COVID-19 pandemic, ICAT’s largest end-market, tradeshows, experienced substantial business disruptions and had a meaningful impact to the business’s performance.
Outside of the tradeshow market, COVID-driven global supply chain constraints created an optimal pricing environment for ICAT’s services. The sustainability of the improved performance in the business was questioned by numerous financial buyers.
ICAT’s largest and most tenured agency partner was responsible for a large portion of the Company’s revenues, which gave certain investors hesitation.
Solution
Matrix launched a broad process to roughly 700 potential suitors and closed the transaction at premium valuation above client expectations in less than five months.
Matrix presented normalized financial performance using a data-driven COVID adjusted EBITDA to help provide buyers with context behind the additional growth that could be acquired.
In addition to purchase price, Matrix was able to yield additional consideration for Mr. Campbell through an advantageous working capital target, tax structuring considerations, and compensation related to his go-forward employment and ownership of ICAT-leased real estate.
Situation
Tri-State Petroleum Corporation (“Tri-State” or the “Company”) was founded in 1974 by Edward J. Coyne, I and Elizabeth J. Coyne as an Atlantic Richfield distributor of tires, batteries, and automotive accessories. In the late 1980s and early 1990s, the Company implemented a strategic plan to expand into retail fuel marketing, by leveraging supply contracts with BP, Exxon, Citgo, and Sunoco, and acquiring two portfolios from BP in the mid-1990s, including company-operated convenience stores and wholesale dealer accounts.
The founders’ children, Colleen McGlinn, Erin Merrick, Sheila Romanek, and Edward Coyne, II, all joined the business during the 1980s and ‘90s, and, collectively, have managed the transformation of the Company into one of the leading Marathon distributors and convenience retailers in its trade area.
The Company operated 25 petroleum marketing and convenience retail stores, eight wholesale dealer accounts, and two commercial fuels bulk plants.
Matrix was engaged to perform a valuation of the Company and advise on a sale process. The shareholders ultimately decided to exit the retail convenience store, petroleum marketing, and commercial fuels businesses to diversify family wealth and focus on other ventures.
Objective
To customize, execute, and complete a confidential sale process that would allow the Company’s shareholders to realize maximum after-tax value upon the sale of Tri-State or its assets.
Solution
Matrix provided merger and acquisition advisory services to Tri-State, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction.
Multiple competitive offers were received, and Majors Management, LLC was ultimately selected as the acquirer.
Matrix assisted Tri-State and their tax advisors to understand the tax implications of various transaction scenarios to maximize after tax proceeds to the shareholders.
Matrix assisted in the negotiation of the purchase agreement and coordinated the due diligence and closing process.
The transaction with Majors Management LLC closed in December 2021.
Situation
Diversified Energy, LLC (“Diversified,” “Diversified Energy,” or the “Company”) operated a leading, full-service retail propane distribution company based in North Carolina.
Founded in 2000 by 19 of North Carolina’s Electric Membership Cooperatives, Diversified was formed in pursuit of an alternative energy source to market to customers in the region.
After the co-ops’ initial investment in the core North Carolina propane business, the Company further expanded its geographic footprint in 2000 with the acquisition of J.F. Energy Corp. located in Mount Joy, Pennsylvania.
Over the next two decades, Diversified grew its operations to 8 retail branches and 12 bulk plants, offering propane sales, service, and appliances to a customer base of over 19,000.
Matrix was retained to perform a strategic review of the Company for the executive committee board of Diversified Energy. After consultation with the executive committee and the full board of directors, the board voted to explore a potential sale of Diversified to focus on their core electric businesses. Matrix was retained to advise and execute on the sale process.
Objective
To customize, execute, and complete a confidential sale process that would allow the Company’s shareholders to realize maximum after-tax value upon the sale of Diversified Energy.
Solution
Matrix provided merger and acquisition advisory services to Diversified, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction. The sale process included a buyer pool of privately owned, regional and national propane marketers, large, public companies, and private equity firms.
Multiple competitive offers were received, and ultimately Sharp Energy, Inc. (“Sharp”), a subsidiary of Chesapeake Utilities Corporation (NYSE: CPK), was selected as the buyer.
Matrix assisted in the negotiation of the purchase agreement and coordinated the due diligence and closing process.
The transaction with Sharp closed in December 2021.
Situation
Southern Counties Oil Co., L.P. d/b/a SC Fuels (“SC Fuels” or the “Company”), founded in 1930, was one of the oldest and largest, family-owned petroleum distributors in the U.S., selling over 1.4 billion gallons of fuel, 10 million gallons of lubricants, and 5 million gallons of DEF annually.
The Company had a rich history of growth and evolution which led them to serve more than 11,000 customers annually, ranging from small family-owned businesses to Fortune 500 companies, throughout the Western, Midwestern, and Southwestern U.S.
In addition to operating 47 proprietary cardlock locations, SC Fuels delivered branded and unbranded gasoline, diesel fuel, alternative fuels, lubricants, and other petroleum products, as well as offered fleet card programs.
The Company’s assets included 47 cardlocks, 13 bulk plants, ~20 warehouses, ~145 open dealers, ~20 fuel transports, ~125 tank wagon units, and numerous other properties and vehicles.
After growing the Company both organically and through acquisitions, the Company’s shareholders engaged Matrix to perform a strategic review of each business unit and the enterprise as a whole, in order to explore various potential exit points now and in the future.
The shareholders ultimately decided to exit the industry in order to diversify their wealth into other business and charitable ventures.
Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Company’s shareholders to realize maximum after-tax value upon the sale of the Company.
Solution
Matrix provided SC Fuels with merger and acquisition advisory services, which included valuation advisory, marketing the business through a confidential, structured sale process, and negotiation of the transaction.
Based upon a long-standing relationship between the principals of Pilot Company (“Pilot”) and SC Fuels, Pilot was approached on a pre-emptive basis, and Matrix assisted in the negotiation of the equity purchase agreement, coordination of the due diligence process, and structuring the post-closing lease agreements between SC Fuels and Pilot.
The transaction with Pilot closed in November 2021.
Situation
E.J. Pope & Son, Inc. (“EJP” or the “Company”) operated a leading petroleum marketing, convenience retailing, and QSR business in eastern North Carolina.
EJP was founded in 1919 as a coal hauling business by horse-drawn wagon. The Company opened its first convenience store, operating under the Handy Mart store brand, in 1975 in Mount Olive, NC. In 1994, the Company began co-branding stores with nationally recognized foodservice brands in order to enhance the store offerings.
Under the leadership of President E.J. “Judson” Pope III, the Company grew into a highly recognized regional chain of 36 convenience stores with 21 co-located branded QSRs or proprietary foodservice offerings situated across eastern North Carolina.
The Company, via its sister entity Pope Transport, also hauled its own fuel and acted as a common carrier for other third-party hauling customers.
Previously, in 2012, the Company engaged Matrix to divest certain non-core assets. EJP then reengaged Matrix in 2021 to market the entirety of its convenience store business so that the shareholders could focus on the Company’s other businesses and diversify their family wealth.
The shareholders desired to execute a post-closing hauling agreement with the acquirer in order to generate a revenue stream for Pope Transport.
Objective
To customize, execute, and complete a confidential sale process that would allow the Company’s shareholders to realize maximum after-tax value upon the sale of the convenience store business, while also generating considerable income through the execution of a hauling agreement.
Solution
Matrix provided merger and acquisition advisory services to EJP, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction.
Multiple competitive offers were received, and GPM Investments, a wholly owned subsidiary of ARKO Corp (Nasdaq: ARKO), was ultimately selected as the acquirer.
Matrix assisted in the negotiation of the purchase agreement and coordinated the due diligence and closing process.
The transaction with GPM Investments closed in November 2021.
Situation
Jacksons Food Stores, Inc. (“Jacksons” or the “Company”) owns, operates, and supplies more than 1,340 stores across nine western states. The Company is vertically integrated, with fuel supplied by Jacksons Energy, full-line grocery and supplies distributed through Capitol Distributing and fresh food products supplied through Capitol Kitchen.
Pursuant to 7-Eleven’s acquisition of Speedway from Marathon Petroleum Corp., the Federal Trade Commission (FTC”) required 7-Eleven to divest 293 locations.
Jacksons approached Matrix during the fourth quarter of 2020 regarding the potential acquisition of Speedway divestiture assets.
The Company was interested in the Western package of the Speedway divestiture, which included 62 Speedway and 7-Eleven branded convenience stores in California, Arizona and Nevada (“the Portfolio”).
Objective
Matrix was engaged to advise Jacksons on the valuation of the Portfolio, assist in the development of operating and financial assumptions, structure and negotiate the terms of the Company’s offer and review and advise on financing alternatives.
Solution
Matrix developed a comprehensive financial model to evaluate the acquisition and to analyze the projected post-acquisition performance of the Portfolio. The financial model’s many variables allowed the Company to easily perform sensitivity analyses on unique scenarios for the Portfolio and to estimate returns on equity using different operating and financial assumptions.
Matrix assisted Jacksons in preparing its formal offers for the Portfolio and in preparing materials regarding the acquisition for the Federal Trade Commission.
Matrix also advised on the terms of financing utilized to consummate the transaction.
Jacksons closed on the purchase of the final store in the 62-store Portfolio on October 4, 2021.
The successful acquisition is part of a continued focus for Jacksons on growth and expansion into additional markets across the Western U.S. and resulted in the Company gaining 58 stores in attractive California markets, where it had little or no presence prior to the transaction.
Situation
The Spencer Turbine Company (“Spencer”), founded in 1892 and headquartered in Windsor, CT, is a complete designer and manufacturer of air and gas handling systems for industrial, municipal, commercial, and institutional customers requiring blower or vacuum applications.
In 2007, the Company was acquired by Alliance Holdings, Inc., who successfully completed acquisitions and subsequent divestitures of multiple subsidiaries, all while helping Spencer grow into one of the most qualified manufacturers of air and gas handling equipment in the world.
Objective
Matrix was retained by Alliance Holdings, Inc. to sell 100% of the Company with a goal of maximizing proceeds and positioning the Company and its management team for future growth.
Impediments
Legacy legal issues and divestment decisions created obstacles for structuring a transaction that optimized value and minimized risk for all parties.
Spencer’s management team, particularly its finance leadership positions, experienced significant turnover in the years leading up to closing. This resulted in certain financial inconsistencies that had to be navigated during the marketing and Quality of Earnings processes.
Beginning in early 2020, the Company had significant business disruptions resulting from the COVID-19 pandemic. The effects of such, which included employee furloughs, supply chain disruptions, and softened financial results, persisted through the date of closing.
Spencer’s operations had multiple characteristics that limited the potential buyer universe, including ongoing asbestos litigation, a defined benefit retirement plan, a decade-plus lease for its primary manufacturing facility, and deferred capital expenditures, among others.
Solution
Matrix presented normalized financial performance using a data-driven COVID adjusted EBITDA, which was ultimately used to value the business and help maximize proceeds.
All potential transactional hurdles were discussed with the ultimate buyer prior to diligence to help streamline the closing process and eliminate surprises while under exclusivity.
Situation
Lykins Companies, Inc. (“Lykins” or the “Company”), founded in 1948, was a leading distributor of diversified energy solutions to customers located throughout the Midwest, Mid-Atlantic, and Southern United States.
The Company operated through three distinct business lines: a commercial fuels, heating oil, & propane business (collectively “Bulk Fuels”); a wholesale and branded fuels business; and an electricity business. The Company’s assets included 25 bulk plants, ~125 consignment or open dealers, ~30 fuel transports, and ~100 tank wagon units.
After growing the Company both organically and through acquisitions, the Company’s shareholders contacted Matrix regarding their desire to exit the industry in order to diversify their wealth into other business and charitable ventures.
Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Company’s shareholders to realize maximum after-tax value upon the sale of the Company’s Bulk Fuels, wholesale and branded fuels, and electricity businesses.
Solution
Matrix provided Lykins with merger and acquisition advisory services, which included valuation advisory, marketing the business through a confidential, structured sale process, and negotiation of the transactions.
Multiple offers were received for each business line, and the Company ultimately decided the greatest after-tax proceeds could be achieved through a three-part sale process.
Affiliates of World Fuel Services Corporation (NYSE: INT) acquired the Bulk Fuels business. The wholesale and branded fuels business was acquired by Colonial Oil, a subsidiary of Colonial Group, Inc. The electricity business was acquired by Shipley Choice, LLC, a subsidiary of Shipley Energy, Inc.
Matrix assisted in the negotiation of three separate asset purchase agreements and coordinated the due diligence processes and the multiple closings.
The transaction with Shipley Energy closed in January 2021, the transaction with Colonial Oil closed in April 2021, and the transaction with World Fuel Services closed in October 2021.
Situation
Mercury Fuel Service, Inc. was a second generation, privately held company headquartered in Waterbury, Connecticut. Brothers Michael Devino, Jr., President, Martin Devino, Chief Financial Officer, and Thomas Devino, Vice President, helped to significantly grow the retail gasoline business by pursuing desirable real estate, going to market with an aggressive pricing strategy, and offering consistent and high-quality service to their customer base.
The Company grew to 20 company operated convenience retail stores and over 30 wholesale dealer accounts. The company operated stores were all located in Connecticut and sold the Company’s proprietary branded fuel, Price Cutter, as well as Sunoco, Mobil, Gulf and Citgo branded fuel. The wholesale business served dealer accounts in Connecticut, Massachusetts and New York.
Matrix was initially retained to perform a valuation of the Company. After considering the likely valuation range that could be achieved, the Devino brothers decided it was time to sell the Company and exit the industry, at which time Matrix was engaged to manage the sale process.
Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Devino family to realize maximum after-tax value upon the sale. If possible, the Devinos wanted to retain key real estate assets in a sale and lease that real estate to a strong credit tenant.
Solution
Matrix provided merger and acquisition advisory services to Mercury, which included valuation advisory, marketing the business through a confidential, structured sale process, and negotiation of the sale and lease transactions.
Multiple offers were received, and ultimately it was determined that maximum value for the shareholders could be achieved by selling the Company to two different buyers. Eight of the stores were sold to EG Group, while the remaining 12 stores and wholesale dealer business were sold to Sam’s Food Stores.
Matrix advised on the negotiation of the asset purchase agreements, coordinated the due diligence processes, and structured the post-closing lease agreements for certain real estate properties the brothers retained.
The transaction with EG Group closed in May 2021 and the transaction with Sam’s Food Stores closed in September 2021.
Situation
Sherman V. Allen, Inc. (Sherman V. Allen or the “Company”) was founded in 1979 when Sherman “Mac” V Allen, Jr. opened a single store in Fair Haven, Vermont.
In the early 1980s, Mac purchased a local fuel business and started his own distribution company. Over the course of the next decade, Mac purchased other small fuel businesses, and quickly expanded operations into New York, New Hampshire, and Massachusetts.
The Company also diversified by opening a chain of specialty grocery stores throughout Vermont, leveraging the Mac’s Market tradename.
Matrix was engaged to perform a valuation of the Company and advise on a sale process. Jennifer Allen ultimately decided to divest the Company’s convenience stores to diversify family wealth and focus on grocery operations and other real estate opportunities.
Objective
To customize, execute, and complete a confidential sale process that would allow the Allen Family to realize maximum after-tax value upon the sale of their petroleum marketing and convenience retailing business.
Solution
Matrix provided merger and acquisition advisory services to Sherman V. Allen, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction.
Multiple competitive offers were received, and Global Partners, LP (NYSE: GLP) was ultimately selected as the acquirer.
Matrix assisted in the negotiation of the purchase agreement and coordinated the due diligence and closing process.
The transaction with Global Partners, LP closed in August 2021
Situation
Circle K Stores Inc., wholly owned by Alimentation Couche-Tard, Inc. (TSX: ATD.A, ATD.B), operated a portfolio of 49 stores in and around the Oklahoma City metro area.
The Company sought a complete strategic exit from this market as part of its network optimization initiative, which would allow it to focus on core markets and efficiently allocate capital investment in regions that meet the Company’s strategic and brand objectives.
Objective
To customize, execute, and complete a confidential sale process that would allow the Company’s shareholders to realize maximum after-tax value upon the sale of the Oklahoma City assets.
Solution
Matrix provided merger and acquisition advisory services to Circle K, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction.
Multiple competitive offers were received, and Casey’s General Stores, Inc. (NASDAQ: CASY) was ultimately selected as the acquirer.
Matrix assisted in the negotiation of the asset purchase agreement and coordinated the due diligence and closing process.
The transaction with Casey’s closed in June 2021.
Situation
Freeman Gas and Electric Co., Inc. (“Freeman,” “Freeman Gas,” or the “Company”) was founded in 1936 in Spartanburg, South Carolina. Originally a modest, single-location appliance dealership, Freeman grew to be one of the nation’s premier full-service propane retailers under the leadership of third-generation operator J.R. “Rob” Freeman III.
The Company, known for its full-service offerings ranging from retail propane sales, service, and installation to a full line of propane appliances, operated 23 showroom locations throughout North & South Carolina, Georgia, and Tennessee. With logistical support from its 38 bulk plant locations, Freeman served a diverse customer mix in this geography comprised of ~67,000 residential, commercial, agricultural, and forklift accounts in 86 counties.
Matrix was retained to perform a valuation of the Company and to advise on a possible sale process. Rob Freeman and the Company’s shareholders elected to exit the industry and diversify the family’s wealth.
Objective
To customize, execute, and complete a confidential sale process that would allow the Company’s shareholders to realize maximum after-tax value upon the sale of Freeman Gas, while also retaining certain key real estate assets and initiating a lease relationship with the buyer.
Solution
Matrix provided merger and acquisition advisory services to Freeman, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction. The sale process included a buyer pool of privately owned, regional and national propane marketers; and large, public companies including MLPs.
Multiple competitive offers were received, and Superior Plus Energy Services, Inc. (“Superior”) (TSX: SPB) was ultimately selected as the acquirer.
Matrix assisted in the negotiation of the asset purchase agreement, coordination of the due diligence process, and structuring the post-closing lease agreements between Freeman and Superior.
The transaction with Superior closed in June 2021.
Situation
Mercury Fuel Service, Inc. was a second generation, privately held company headquartered in Waterbury, Connecticut. Brothers Michael Devino, Jr., President, Martin Devino, Chief Financial Officer, and Thomas Devino, Vice President, helped to significantly grow the retail gasoline business by pursuing desirable real estate, going to market with an aggressive pricing strategy, and offering consistent and high-quality service to their customer base.
The Company grew to 20 company operated convenience retail stores and over 30 wholesale dealer accounts. The company operated stores were all located in Connecticut and sold the Company’s proprietary branded fuel, Price Cutter, as well as Sunoco, Mobil, Gulf and Citgo branded fuel. The wholesale business served dealer accounts in Connecticut, Massachusetts and New York.
Matrix was initially retained to perform a valuation of the Company. After considering the likely valuation range that could be achieved, the Devino brothers decided it was time to sell the Company and exit the industry, at which time Matrix was engaged to manage the sale process.
Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Devino family to realize maximum after-tax value upon the sale. If possible, the Devinos wanted to retain key real estate assets in a sale and lease that real estate to a strong credit tenant.
Solution
Matrix provided merger and acquisition advisory services to Mercury, which included valuation advisory, marketing the business through a confidential, structured sale process, and negotiation of the sale and lease transactions.
Multiple offers were received, and ultimately it was determined that maximum value for the shareholders could be achieved by selling the Company to two different buyers. Eight of the stores were sold to EG Group, while the remaining 12 stores and wholesale dealer business were sold to Sam’s Food Stores.
Matrix advised on the negotiation of the asset purchase agreements, coordinated the due diligence processes, and structured the post-closing lease agreements for certain real estate properties the brothers retained.
The transaction with EG Group closed in May 2021 and the transaction with Sam’s Food Stores closed in September 2021.
Situation
Toms Sierra Company, Inc. (“Sierra” or the “Company”) operated a leading petroleum marketing and convenience retail chain outside of Sacramento, California. The Company’s stores operated under the Sierra Express brand name, which pays homage to their location in the foothills of the Sierra Nevada mountain range.
After initially presenting the Company’s board of directors with a general market and valuation update of the downstream energy and convenience retail sector in 2017, Matrix continued to brief Sierra on market dynamics and Matrix’s continuous activity within the sector.
After Matrix’s thorough analysis of the business, Matrix met with the Board to discuss the likely valuation range for the assets and a potential sale process. Sierra’s Board decided it was time to sell the Company to provide liquidity to the Company’s majority shareholder.
Objective
To customize, execute, and complete a confidential sale process that would allow Sierra’s shareholders to realize maximum after-tax value upon the sale of the Company.
Solution
Matrix provided merger and acquisition advisory services to Sierra, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction.
Multiple competitive offers were received, and 7-Eleven, Inc. was ultimately selected as the acquirer. As part of the transaction with 7-Eleven, Sierra’s fee simple real estate interest at certain properties was simultaneously sold to an institutional real estate investment trust (REIT) that entered into a long-term lease agreement with 7-Eleven.
Matrix assisted in the negotiation of the asset purchase agreements with 7-Eleven and the REIT and the negotiation of the lease agreement between 7-Eleven and the REIT. Additionally, Matrix coordinated the due diligence and closing processes. The transactions with 7-Eleven and the REIT closed in June 2021.
Situation
Van Unen/Miersma Propane, Inc. (“VMP” or the “Company”), headquartered in Ripon, California, is one of the Central Valley’s largest suppliers of propane, serving over 11,500 customers across 15 counties.
VMP was founded in 1993 by Rick Van Unen, Marion Miersma, and Jeff Van Groningen with the purchase of two bobtails, 300 tanks, and not one customer. The Company grew at an exponential rate through organic growth, as well as the acquisitions of Sierra Propane (2000) and the assets of Hurts Propane (2006, rebranded as Windmill Propane).
The Company developed into one of California’s premier propane retailers with eight bulk plants, three trade names, and a diverse customer base of agricultural, commercial, residential, and wholesale customers.
Matrix was retained to perform a valuation of the Company and to advise on a sale process. Ultimately, the shareholders decided to sell the business to diversify their wealth and focus on other ventures.
Objective
To customize, execute, and complete a confidential sale process in a way that would allow the shareholders to realize maximum after-tax value upon the sale of the Company.
Solution
Matrix provided VMP with merger and acquisition advisory services, which included valuation advisory, marketing the business through a confidential, structured sale process, and negotiation of the transaction. The sale process included a buyer pool of privately owned, regional and national propane marketers, large, public companies, and private equity firms.
Multiple competitive offers were received for VMP, and Energy Distribution Partners, LLC (“EDP”) was selected as the acquirer.
Matrix assisted in the negotiation of the asset purchase agreement and coordinated the due diligence and closing process.
The transaction with EDP closed in May 2021.
Situation
Walker Magnetics Group, Inc., headquartered in Windsor, CT, is a globally recognized manufacturer of highly engineered industrial magnetic products.
The Company was founded in 1896 in Worcester, MA and has grown over the past century through a mix of acquisitions, product innovations, and share gains with its loyal customer base.
In 2011, the Company partnered with Alliance Holdings, Inc. and currently operates out of two locations in Columbus, OH and Windsor, CT. The business has served thousands of customers across the heavy lift, workholding, separation, scrap, standard lift, and repair markets.
Objective
Matrix was retained by Alliance Holdings, Inc. to facilitate a full divestiture of the Walker Magnetics Group, Inc. business from its parent company, The Spencer Turbine Company.
Solution
Matrix tailored a process that streamlined the complexities involved with a typical carve-out situation and identified several interested parties that submitted bids.
Successfully negotiated with a private equity backed strategic buyer, Industrial Magnetics, Inc., to acquire substantially all the assets of Walker Magnetics Group, Inc. and quickly extract the Windsor location from The Spencer Turbine Company’s facility.
Matrix provided guidance and insight for the executed Transition Services Agreement that allowed Alliance Holdings, Inc. to receive additional cash flows post-closing.
Situation
ASAP Expediting & Logistics, LLC (“ASAP”) is an asset-light, third-party logistics business that specializes in expedited freight solutions for customers requiring reliable, time-critical shipping services in the United States and internationally.
ASAP was founded in 2008 in Columbia, SC by Garland Hobgood, who was the sole operator at the time. The Company has since grown into a widely respected family business that serves thousands of customers across the aerospace, industrial, automotive, food and beverage markets.
Driven by its impressive market reputation, customer service focus, and enviable 40%+ profit margins, the Company received inbound interest from several eager transportation and logistics acquirers that ultimately led to the owners seeking a dedicated transaction advisor.
Objective
In an effort to propel ASAP through the next phase of growth, Matrix was retained to conduct a broad sale process and identify the ideal acquirer, with a particular interest in partnership and the ability to maintain active operating roles to help the business realize its full potential.
Solution
Matrix launched a broad process to roughly 700 potential suitors and closed the transaction at premium valuation above client expectations in five months.
Multiple reputable finalist acquirers conducted complete financial diligence pre-exclusivity, which eliminated potential purchase price adjustments and allowed for an expedited closing three weeks from signing a letter of intent.
Matrix coordinated the creative transfer of business data to a broad buyer universe in order to preserve confidentiality and ASAP’s competitive advantage in a highly fragmented market.
Situation
R.M. Parks, Inc. (RM Parks or the “Company”) was founded in 1969 when R.M. Parks sold his family’s ranch and purchased a small Texaco distributorship that sold fuel to 12 Texaco stations and approximately 35 agricultural accounts.
R.M., along with Tim Callison, President & CEO, expanded the business to sell gasoline, diesel fuel, motor oil, lubricants, and automotive products. Tim and his son Jason Callison, Chief Operating Officer, further expanded the business in 1996 with the addition of the Shell brand and quickly became one of the largest Shell wholesalers on the West Coast. The Company supplied more than 160 Shell, Philips, Valero, Sinclair and Spirit branded customers, as well as unbranded fuel to a sizable non-contract customer base with its proprietary transportation fleet.
In 2018, the Company expanded wholesale operations into Mexico where it became the exclusive distributor of two major U.S. brands.
Matrix was engaged to perform a valuation of the Company and advise on a sale process. Tim Callison and his family ultimately decided to divest RM Parks’ U.S. petroleum distribution business to diversify family wealth and focus on Mexican operations.
Objective
To customize, execute, and complete a confidential sale process that would allow the Callison Family to realize maximum after-tax value upon the sale of their U.S. wholesale petroleum distribution business.
Solution
Matrix provided merger and acquisition advisory services to RM Parks, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction.
Multiple competitive offers were received, and PacWest Energy, LLC (a joint venture between Jackson Energy and Shell Oil Products US) was ultimately selected as the acquirer. Valero Energy Corporation exercised its right of first refusal on the Company’s Valero branded assets.
Matrix assisted in the negotiation of the purchase agreement and coordinated the due diligence and closing process.
The transaction with PacWest closed in December 2020 and Valero closed in February of 2021.
