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
The Montana Children’s Home and Hospital d/b/a Shodair Children’s Hospital (“Shodair”) is the largest not-for-profit dedicated behavioral healthcare services provider in Helena, MT and served patients from 44 of Montana’s 56 counties in 2019.
Shodair offers a robust continuum of pediatric psychiatric care, including 30 inpatient psychiatric beds for children ages 3-18, a 42-bed psychiatric residential treatment facility, therapeutic group homes, outpatient, day treatment, and school-based services.
In addition, Shodair offers the State’s only comprehensive genetics program.
Objective
As part of its long-term growth strategy, Shodair worked with a team to design a new facility that would be suitable for the organization’s expanded pediatric psychiatric service lines and level of high-quality care. The new facility design includes 82 private rooms and an environment dedicated to safety, hope, and healing.
Shodair hired Matrix to serve as Financial and Municipal Advisor to develop and implement a Plan of Finance to pay for construction of the new hospital facility.
Solution
In assisting Shodair in developing the Plan of Finance, we worked with the Management Team to determine the appropriate level of debt to finance the construction, in addition to analyzing various different potential financing options.
We guided Shodair through the Rating Agency process with Standard & Poor’s and they achieved a BBB- rating with a Stable Outlook.
In conjunction with the working group, we developed a set of financial covenants and manageable continuing disclosure requirements.
Ultimately, through the Montana Facility Finance Authority, Shodair issued $32,735,000 of Series 2020A Bonds on its own credit, in addition to $20,000,000 of Series 2020B Bonds with the support of the Montana Board of Investments.
Overall, Shodair’s all-in cost of capital is 3.41% with a final maturity of 2050.
Situation
EnergyUnited Electric Membership Corporation (“EMC”) decided it was time to explore strategic alternatives for its wholly-owned propane distribution subsidiary, EnergyUnited Propane, LLC (“EUP”). Both EMC and EUP are headquartered in Statesville, North Carolina.
EMC serves ~110,000 electric members in central and western North Carolina, making it the second largest supplier of residential electricity in North Carolina.
EUP is one of the largest propane retailers in its region, serving ~29,000 residential and commercial customers throughout 104 counties in North Carolina, South Carolina, and Virginia.
In 2000, EMC founded EnergyUnited Propane, LLC through the acquisition of All Star Gas’s North Carolina markets (Durham, Warrenton, Creedmoor, Carthage, Denver, Gastonia, and Hendersonville), as well as the development of greenfield sites in Lexington, Taylorsville, and Madison, North Carolina. EUP acquired the South Carolina markets of All Star Gas (Aiken and Barnwell) in 2001, and Albemarle Propane, based in Camden, NC in 2007. In 2013, EUP purchased Lake Norman Propane.
Objective
Matrix was retained to customize, execute, and complete a confidential sale process that would allow EMC to realize maximum after-tax value upon the divestment of EUP and redeploy capital into its core, electricity business.
Solution
Matrix provided merger and acquisition advisory services to EMC and EUP, which included valuation advisory, marketing of EUP through a confidential, structured sale process, and negotiation of the transaction.
Multiple competitive offers were received for EUP, and ThompsonGas, LLC 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 ThompsonGas closed in September 2020. Post-closing, EMC and ThompsonGas will maintain a coordinated customer marketing effort within EMC’s electric footprint in central and western North Carolina.
Situation
Martin Eagle Oil Company (“Martin Eagle” or the “Company”), founded in 1963 and headquartered in Denton, Texas, was a petroleum marketing, fuels distribution, and fuels transportation company serving customers primarily in and around the Dallas-Fort Worth metroplex and north central Texas.
The Company marketed both branded and unbranded fuels to an asset base composed of three company-operated stores, 22 consignment accounts, 40 open dealer accounts, and a municipal and commercial fuels supply business. The Company also operated a fuels transportation company, Southwest Transport Co., that was used to primarily deliver fuel to the Martin Eagle controlled or supplied assets.
The Company’s shareholders first engaged Matrix to advise on strategic alternatives in 2015. Matrix provided the shareholders with a market valuation and discussed the primary value drivers for their business. At that time, the shareholders decided to focus on growing and optimizing the business in anticipation of a future sale. In 2018, the shareholders reengaged Matrix to execute a sale process in order to diversify their wealth and pursue other opportunities.
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 petroleum marketing, fuels distribution, and transportation assets.
Solution
Matrix provided Martin Eagle 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, and the Company ultimately decided the greatest after-tax proceeds could be achieved through a bifurcated sale process. U.S. Oil, a subsidiary of U.S. Venture, was selected as the acquirer of the municipal and commercial fuels and transportation assets, and an undisclosed buyer acquired the company-operated stores and consignment and dealer accounts.
Matrix assisted in the negotiation of two separate asset purchase agreements and coordinated the due diligence processes and the multiple closings. The transaction with U.S. Oil closed in April 2020 and the transaction with the undisclosed buyer closed in September 2020.
Situation
Medical Gas Supply, LLC d.b.a. Bestway Welding Supply (“Bestway”) is a distributor of industrial and specialty gas as well as welding supplies to various end markets in Houston, TX and the surrounding areas.
Since its founding in 2012, Bestway prioritized a customer-centric culture based on quality service and quickly became one of the region’s most respected independent gas suppliers.
Objective
Bestway’s owner, Mr. Ernest “Cotton” Speed, III, retained Matrix to sell 100% of the Company with a goal of maximizing proceeds at close, executing a successful transaction in an expedited timeframe, and positioning the business for future growth.
Impediments
Bestway quickly outgrew the functionality of its operational and financial systems, and the ability to extract meaningful data without a full-time controller on staff was limited.
Located in Houston, TX, Bestway had meaningful exposure to the oil and gas end markets, which deterred many viable buyers due to the potential volatility associated with its customer base.
The world began to experience the macroeconomic impact of the COVID-19 outbreak in conjunction with launching the marketing process, and many buyers required extended due diligence timelines to complete transactions or were sidelined as access to debt capital evaporated.
Solution
Matrix worked diligently with Bestway’s financial consultant to quickly generate a detailed and professional financial snapshot while also adding value by identifying several management adjustments that ultimately increased the Company’s earnings base and eventual purchase price.
Despite the financial and logistical uncertainties caused by COVID-19, Matrix successfully produced nearly 20 bids and proceeded with in-person and virtual management meetings.
Finalists generally exhibited a willingness to close without outside financing secured and under an expedited timeframe. Ultimately, American Welding & Gas, Inc. was chosen and closed approximately three months from Matrix receiving information to produce marketing materials.
Situation
Wadsworth Oil Company of Clanton, Inc. (“Wadsworth” or the “Company”) was founded in Tuskegee, Alabama, by William (Tamp) T. Wadsworth in the late 1920’s as a PAN-AM fuel wholesaler. Jim Wadsworth, Tamp’s son, joined the family business in 1972 after graduating from Auburn University.
In 1977, the Company purchased a small Amoco distributor in Clanton, AL that became Wadsworth Oil Company of Clanton, Inc. In 1979, Wadsworth built its first retail location in Clanton, AL and established its corporate headquarters.
Throughout the 1980s and 1990s, Jim led the Company to expand from being primarily a wholesale supplier to a convenience retailer after building six additional retail locations. Throughout the 2000s, the Company continued to build and acquire new stores, while continuously reinvesting in its older stores through remodels and equipment upgrades.
The Company owned & operated convenience stores and truck stops (all branded “The Store”) throughout central Alabama.
Matrix was engaged to perform a valuation of the Company and advise on a sale process. Jim Wadsworth ultimately decided to exit the retail convenience store and petroleum marketing business to retire and diversify family wealth.
Objective
To customize, execute, and complete a confidential sale process that would allow Jim Wadsworth to realize maximum after-tax value upon the sale of Wadsworth
Solution
Matrix provided merger and acquisition advisory services to Wadsworth, 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 Circle K Stores Inc. 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 Circle K Stores Inc. closed in August 2020.
Situation
Midwestern Propane Gas Co.’s (“MWP” or the “Company”) predecessor entity was established in 1936 by A.J. and Martha Urban, who opened their first retail heating fuel location in Belleville, Illinois. The entrepreneurs originally sold butane throughout the state, which at the time was a new heating and cooking fuel. During the 1930s and 1940s, as the Company grew and fostered positive relationships with its customers, it eventually transitioned from selling butane to propane in the 1950s.
Darrell Urban, grandson of the original founders and third generation owner, took over operations in 1985. Under Darrell’s leadership, MWP grew both organically and through a series of acquisitions. In total, Darrell and General Manager Ron Brodwater completed four acquisitions from 1995 to 2005. In 2014, Don Urban, Darrell’s brother and 50% partner, sadly passed away. Darrell continued to grow the Company, until his unfortunate passing in 2019, when his wife Susan became the primary shareholder. MWP is now under the leadership of the Company’s President (and former long-time General Manager), Ron Brodwater.
MWP is one of the largest independent propane retailers in its region, serving ~5,000 residential and commercial customers throughout Illinois and Missouri.
The shareholders decided it was time to exit the industry and diversify family 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 MWP.
Solution
Matrix provided merger and acquisition advisory services to MWP, 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 ThompsonGas, 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 ThompsonGas closed in August 2020.
Situation
Double Quick, Inc. (“Double Quick” or the “Company”) directly operates 48 convenience retailing and petroleum marketing locations, five stand-alone QSR sites, and offers proprietary food service or branded QSR concepts at 34 of its convenience stores.
Double Quick opened its first convenience store in Greenville, MS, in 1983 and soon after opened two additional stores. The following year, Double Quick acquired 16 former “Mr. Quick” stores. The acquisition established Double Quick as a notable player in the Mississippi Delta convenience store market.
Under the leadership of Tom Gresham, President & Partner and Bill McPherson, Partner, the Company established its own proprietary hot food offerings in 1984 which eventually became known as Hot N’ Crispy Chicken & Seafood. Double Quick saw an opportunity in the early 1990s to bring branded fast food to its marketing platform and entered into a partnership with Church’s Chicken. As the partnership with Church’s grew, Double Quick looked for other opportunities to expand its food offerings by also partnering with Krystal restaurants in 1995.
Headquartered in Indianola, Mississippi, Double Quick is the premier convenience retailer and petroleum marketer, as well as a substantial QSR-operator, across its footprint in the Mississippi Delta and Eastern Arkansas.
The shareholders decided it was time to exit the industry to focus on other businesses and diversify family 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 Double Quick.
Solution
Matrix provided merger and acquisition advisory services to Double Quick, 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 FR Refuel, LLC d/b/a Refuel, a portfolio company of First Reserve, a leading global private equity investment firm exclusively focused on energy, 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 Refuel closed in April 2020.
Situation
Martin Eagle Oil Company (“Martin Eagle” or the “Company”), founded in 1963 and headquartered in Denton, Texas, was a petroleum marketing, fuels distribution, and fuels transportation company serving customers primarily in and around the Dallas-Fort Worth metroplex and north central Texas.
The Company marketed both branded and unbranded fuels to an asset base composed of three company-operated stores, 22 consignment accounts, 40 open dealer accounts, and a municipal and commercial fuels supply business. The Company also operated a fuels transportation company, Southwest Transport Co., that was used to primarily deliver fuel to the Martin Eagle controlled or supplied assets.
The Company’s shareholders first engaged Matrix to advise on strategic alternatives in 2015. Matrix provided the shareholders with a market valuation and discussed the primary value drivers for their business. At that time, the shareholders decided to focus on growing and optimizing the business in anticipation of a future sale. In 2018, the shareholders reengaged Matrix to execute a sale process in order to diversify their wealth and pursue other opportunities.
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 petroleum marketing, fuels distribution, and transportation assets.
Solution
Matrix provided Martin Eagle 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, and the Company ultimately decided the greatest after-tax proceeds could be achieved through a bifurcated sale process. U.S. Oil, a subsidiary of U.S. Venture, was selected as the acquirer of the municipal and commercial fuels and transportation assets, and an undisclosed buyer acquired the company-operated stores and consignment and dealer accounts.
Matrix assisted in the negotiation of two separate asset purchase agreements and coordinated the due diligence processes and the multiple closings. The transaction with U.S. Oil closed in April 2020 and the transaction with the undisclosed buyer closed in September 2020.
Situation
Shades of Light, LLC, headquartered in Midlothian, VA, is an industry-leading multi-channel retailer of lighting and other home décor products.
The Company was founded in 1986 as a single, small lighting store in Richmond, VA and has grown into a national brand with a sophisticated e-commerce website, regular catalog distributions, and multiple physical outlets.
Shareholders Bryan Johnson and Chris Menasco purchased the business in 2011 and implemented an aggressive growth strategy that included constructing a 115,000 square foot distribution and production facility, acquiring in-house manufacturing capabilities, and revitalizing the Company’s website to enhance customer experience.
Objective
Matrix was retained by Shades of Light, LLC to provide a full suite of liquidity alternatives that included majority and minority equity recapitalization partnerships as well as debt capital for the purpose of a membership interest redemption for a significant shareholder.
Solution
Carefully and strategically crafted transaction dynamic messaging to preserve potential capital provider interest while maintaining leverage through a structured process.
Proactively articulated a business narrative that refuted many anticipated buyer apprehensions.
Understood both the objectives of individual shareholders and the business needs to achieve its growth prospects in order to deliver a solution that exceeded client expectations.
Situation
Boulden Brothers Propane (“Boulden” or the “Company”), was founded in 1946 and had grown to become one of the largest independent propane retailers in its region. Out of its Newark, Delaware headquarters, the Company serviced a customer base spanning over 5,000 residential and commercial propane accounts and sold over 3 million gallons of propane annually.
The Company’s leadership team, Mike and Tim Boulden, sought to divest the propane operations in order to focus on expanding the family’s plumbing & electrical services business. The plumbing & electrical businesses operated out of the same headquarters facility as the propane company, and the Boulden family desired to retain ownership of the real estate assets and other buildings on the headquarters property.
Matrix was retained to perform a valuation of the Company and to advise on a possible sale process. Ultimately, the Bouldens decided to sell the propane business to diversify the family’s wealth and focus on growing the operations of the plumbing & electrical services business.
Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Boulden family to realize maximum after-tax value upon the sale, while also retaining key real estate assets.
Solution
Matrix provided merger and acquisition advisory services to Boulden, 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; and large, public companies including MLPs.
Multiple offers were received, and ultimately Sharp Energy (“Sharp”), a subsidiary of Chesapeake Utilities Corporation (NYSE: CPK), was selected as the buyer.
Matrix assisted in the negotiation of the asset purchase agreement, coordinated the due diligence process, and structured a temporary post-closing lease agreement between Boulden’s plumbing & electrical services business and Sharp.
The transaction with Sharp closed in December 2019.
Situation
IPC USA, Inc. (“IPC” or “the Company”) was a wholly-owned subsidiary of Itochu Corporation (“Itochu”), a Japanese based global 500 conglomerate, that annually distributed approximately a billion gallons of unbranded petroleum products, primarily gasoline and diesel fuel, to a large, diverse customer base across 31 states.
IPC’s customers purchased fuel on a delivered, rack or pipeline basis and included high volume retailers, independent petroleum marketers, governmental agencies, truck stops, construction companies, auto rental agencies, and other commercial companies.
IPC was Itochu’s only American downstream petroleum operation and was formed in 2004 as a joint venture between Itochu and Chemoil. In 2011, Itochu bought Chemoil’s interest in the joint venture, and formed the wholly owned subsidiary that is IPC (Itochu Petroleum Company).
Itochu decided to explore a sales process in order to reallocate capital to other portfolio companies and engaged Matrix to perform a valuation and advise on a possible sale process.
Objective
To customize, execute, and complete a confidential sale process that would allow Itochu to realize maximum after-tax value upon the sale of IPC and expeditiously wind down its US operations
Solution
Matrix provided merger and acquisition advisory services to IPC, 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 Truman Arnold Companies (“TAC”) 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 closed in October 2019.
Situation
The Hartley Company (“Hartley” or the “Company”) was founded 1912, by W.H. Hartley when he built the country’s first service station located between Columbus, Ohio and the Pennsylvania state line.
In 1925, Hartley became a distributor for Shell Oil Company and quickly grew from 10 stations to one of the largest jobberships in Ohio. In the 1970s, The Hartley Company established the Starfire brand concept to distinguish itself from other independent operators.
The Starfire branding revitalized the Company, and in the 2000s, under the fifth generation of Hartley leadership, the Company opportunistically acquired three dozen stores from BP. Hartley grew to directly operated 16 retail locations with ~150 store employees and supply 24 dealer or commission marketer operated sites.
The Company’s President, Doug Hartley, and his family sought to exit the convenience store and petroleum marketing business to diversify their wealth and reinvest in other family companies. Matrix was engaged to perform a valuation of the Company and advise on a possible 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 Hartley
Solution
Matrix provided merger and acquisition advisory services to Hartley, 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 Campbell Oil Company 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 Campbell Oil Company closed in October 2019.
Situation
G.G. Schmitt & Sons, Inc., headquartered in Lancaster, PA, is a manufacturer of component products serving the marine and various other industrial markets
Since its founding in 1951, the Company has operated as a family-oriented enterprise and has grown into one of the industry’s most reputable providers of fabricated and superior metal products
Objective
Matrix was retained by G.G. Schmitt & Sons, Inc. and the Schmitt family to pursue a 100% sale of the business with the goal of maximizing proceeds and positioning the Company and its management team for future growth
Solution
Highlighted the Company’s exceptional performance in its core market to a selected universe of buyers that valued marine industry fundamentals
Identified numerous synergistic opportunities for prospective acquirers that enhanced the Company’s earnings base
Closed the transaction within two months of launching to a select buyers universe, at a value that exceeded client expectations
Situation
Schmuckal Oil Company (“Schmuckal” or the “Company”) was formed 1955 when Art Schmuckal and George Slane developed a partnership to supply fuel to service stations in and around Traverse City, MI. In the 1980s, Art’s son, Paul Schmuckal, took control of the Company and transitioned it from a wholesale supplier to a leading convenience retailer in northern Michigan.
Schmuckal Oil became a multi-branded fuels company through the acquisition of several Marathon stores in 2000 and had been consistently recognized as one of the best Shell operators in the country.
The Company owned and operated 25 convenience stores, a Pac-Pride cardlock, a small transportation fleet, and supplied fuel to two independent dealers.
Matrix was engaged to perform a valuation of the Company and advise on a possible sale process. After undertaking various gift and estate tax planning measures, the shareholders decided it was time to exit the industry to focus on other businesses and diversify family 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 Schmuckal.
Solution
Matrix provided merger and acquisition advisory services to Schmuckal, 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 True North Energy, 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 True North Energy, LLC closed in August 2019.
Situation
Richmond Electric Supply Co., LLC (“RESCO”) is a full-line, stocking electrical wholesale distributor that serves commercial contractors, government and military agencies, residential contractors, and industrial and OEM markets on a regional and national scale.
Objective
The ownership group, including a family office and management, engaged Matrix to serve as its exclusive financial advisor to market the business to a select number of prospective buyers and run an expedited sale process.
Solution
Matrix tailored a process to meet the requirements outlined by the client, including approaching dozens of mid-sized, regional players in the electrical products distribution market.
Following the receipt of several bids and in-person diligence meetings, Matrix was able to negotiate with multiple parties to yield the most optimal outcome.
Closed the transaction with a party that achieved the goals of all constituents: an above-market price for the exiting shareholders and a supportive parent company that shared management’s vision for growth.
Situation
Fastrac Markets, L.L.C. (“Fastrac” or the “Company”) was formed in October 1998, when three veterans, Lauren (Larry) Bull, Gerard (Gary) Shanley, and Richard (Rick) Clark, from the convenience store industry merged their respective companies with the goal of becoming the premier convenience retailer in Upstate New York, and at that time hired Tom Waddle to lead the Company to that goal. Upon completion of the merger, the newly formed Fastrac chain comprised 40 locations, many of which have since been razed & rebuilt or remodeled.
Headquartered in Syracuse, New York, Fastrac is the premier convenience retailer and petroleum marketer across its operating footprint in the Rochester-Syracuse-Albany region. Since founding the Company in 1998, management has focused on growing the Fastrac brand by building attractive fueling sites on expansive lots with large convenience stores which offer high-quality, made-to-order (MTO) foodservice and a full-line of competitively-priced traditional convenience merchandise. In addition to the remodeling of many legacy sites, in the two decades since the Company’s founding, management has added 14 new-to-industry stores (NTIs).
The shareholders decided it was time to exit the industry to focus on other businesses and diversify family 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 Fastrac, as well as the fuel transportation assets held in its subsidiary, Fastrac Transportation of New York, LLC.
Solution
Matrix provided merger and acquisition advisory services to Fastrac, 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 EG America LLC, a subsidiary of Blackburn, U.K.-based EG Group Limited, 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 EG America closed in July 2019.
Situation
Apache Oil Company, Inc. (“Apache” or the “Company”), founded in 1992 and headquartered in New London, Connecticut, operated a petroleum marketing and retail fuels distribution business in the northeast, primarily concentrated around New York City, New York and Boston, Massachusetts. The Company’s asset base consisted of 27 commission marketers, 12 lessee dealers, and 56 wholesale supply accounts, marketing under a variety of fuel brands, including Shell, Sunoco, ExxonMobil, Citgo, and Gulf.
The Company’s shareholders contacted Matrix in 2015 to consider strategic alternatives. Matrix provided the shareholders with a market valuation and discussed with them the primary value drivers for the business. The shareholders decided not to consider a sale, but instead to focus on continuing to grow and improve the business to optimize value at a later date. In 2018, the shareholders reached back out to Matrix and asked Matrix to update the valuation based on the Company’s improved performance and the M&A market at the time. Based on the updated valuation, they made the strategic decision to divest their petroleum marketing and fuels distribution business in order to focus on Willy’s Fuels, LLC, a related entity supplying commercial fuels to customers in the heavy construction, pipeline logistics, and oil field services industries.
Additionally, the shareholders desired to retain the real estate control at a significant number of Apache sites and subsequently lease these highly desirable real estate assets to the buyer post-closing.
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 fuels distribution business, while also generating a considerable rental income stream through the retention of real estate at 22 strategically located properties.
Solution
Matrix provided merger and acquisition advisory services to Apache, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transaction.
Matrix assisted in the negotiation of the asset purchase agreement and the real estate lease agreements for assets where Apache would retain real estate control post-closing, and also coordinated the due diligence and closing processes for both transactions. The transaction closed in June 2019.
Situation
Southern Maryland Oil, Inc. (“SMO Energy”), a subsidiary of The Wills Group Inc. (“TWGI”), is a premier diversified energy solutions and services provider based in Southern Maryland with a history of more than 90 years of premium service.
In 1926, Jim Wills and Harold Swann acquired La Plata Oil Company and Mechanicsville Oil Company, and then merged the two to form Southern Maryland Oil, Inc. In its early years, the newly formed company distributed only three Texaco products: kerosene, gasoline, and motor oil. In 1936, the invention of the gun type burner for fuel oil created a new market in residential heating. Southern Maryland Oil, Inc. was quick to adapt to include this innovation and began offering weekly and bi-weekly fuel oil deliveries on an automatic basis – the first such service available to residents in Southern Maryland.
SMO Energy distributes heating oil, propane, and other refined fuels, as well as provides the sale, installation and service of water heaters, generators, oil burners, heat pumps and other HVAC needs to both residential and commercial customers.
The executive management team and shareholders of TWGI decided to monetize SMO Energy to focus on its other motor fuel distribution (SMO Motor Fuels), convenience retailing (Dash In Food Stores), and car wash businesses (Splash In).
Objective
To customize, execute, and complete a confidential sale process that would allow the TWGI to realize maximum after-tax value upon the sale of SMO Energy.
Solution
Matrix provided merger and acquisition advisory services to TWGI, which included valuation advisory, marketing of SMO Energy through a confidential, structured sale process, and negotiation of the transaction.
Multiple competitive offers were received, and Star Group, L.P. (NYSE: SGU) 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 SGU closed in May 2019.
Situation
Certified Tire & Service Centers, Inc. (“Certified Tire”) is a leading independent automotive service chain on the West Coast with 40 active locations, making it the 3rd largest independent tire dealer headquartered in California and the 27th largest in the United States.
Objective
Jeff Darrow, President and Owner of Certified Tire, engaged Matrix to run a narrow process to a select group of large strategic acquirers.
Solution
Matrix identified several sophisticated, well-financed buyers in the automotive aftermarket that could value the enterprise off of four-wall profitability.
Management and Matrix quickly identified Monro, Inc. as a buyer with a stated interest in expanding to California and the ability to provide a transaction structure palatable to Mr. Darrow.
Monro ultimately closed on a highly complex transaction that included several related-party real estate entities, consents required from nearly 30 third-party landlords, multiple family members requiring new employment contracts, and the need to transition several back office employees that would cease employment shortly after closing.
