• Client: Brabham Oil Company, Inc.
• Location: Bamberg, SC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Enmark Stations, Inc. & Colonial Fuel and Lubricant Services, Inc.
• Close Date: April 2018

• Client: CHS Inc.
• Location: Inver Grove Heights, MN
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: A subsidiary of Par Pacific Holdings, Inc. (NYSE: PARR)
• Close Date: March 2018

Situation
CHS Inc. (“CHS” or the “Company”), headquartered in Inver Grove Heights, Minnesota, is a Fortune 100 company that is a leading, global agribusiness owned by farmers, ranchers, and cooperatives located across the United States. The Company owns and operates two petroleum refineries and more than 2,500 miles of pipeline. CHS manufactures, markets, and distributes Cenex branded refined fuels, lubricants, propane, and renewable energy products through a network of more than 1,500 Cenex^® branded retail petroleum outlets in 19 states, including its Cenex Zip Trip chain of convenience stores.

CHS sought to divest 33 of its Cenex Zip Trip stores in Washington and Idaho but also desired to continue supplying Cenex-branded fuels to the stores.

Objective
To customize, execute, and complete a confidential, expedited sale process that would allow CHS to realize maximum value for the 33 Cenex Zip Trip stores in Washington and Idaho as well as to continue to supply the stores with Cenex-branded fuels after the closing.

Solution
Matrix provided merger and acquisition advisory services to CHS, which included valuation advisory, marketing the business through a confidential, structured sale process, and negotiation of the transaction.

Approximately one dozen competing offers from qualified buyers were received, and a subsidiary of Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) was selected as the acquirer.

As part of its continuing effort to connect with companies in the downstream energy and convenience retail sector to understand their business and growth objectives, Matrix had previously met with Par Pacific in 2017. This led to Matrix advising CHS to include Par Pacific on the potential buyer list despite the fact that they owned no retail assets in the continental U.S. prior to this transaction.

As part of the transaction, CHS and Par Pacific entered into branded petroleum marketing agreement for the continued supply of Cenex-branded fuels to the stores. Matrix assisted in the negotiation of the purchase agreement and the associated fuel supply agreements and coordinated the due diligence process.

The transaction closed in March 2018, six months after Matrix was retained by CHS.

• Client: Polsinello Fuels, Inc.
• Location: Rensselaer, NY
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Mirabito Holdings, Inc.
• Close Date: March 2018

Situation
Polsinello Fuels, Inc. (the “Company” or “PFI”) was founded in 1952 by Louis Polsinello Sr. as an oil burner repair services company. Over the years, Mr. Polsinello and his wife, Suzanne, grew the Company’s operations to include oil delivery trucks, followed by gas and diesel delivery, as well as a wide range of other products and services.

Louis Polsinello Jr., President, who began his career in the mid-1970s, now leads the Company along with his two sons, Lou Polsinello, III and Matthew Polsinello.

Matrix was retained to perform a valuation of PFI’s propane, heating oil, commercial fuels, and HVAC businesses and advise on a possible sale process.

Thereafter, the shareholders of PFI decided it was time to divest its propane, heating oil, commercial fuels, and HVAC businesses, to focus capital on the continued growth of its motor oil and lubricants business.

Objective
To customize, execute and complete a confidential sales process that would allow the Company’s shareholders to realize maximum after-tax value for its propane, heating oil, commercial fuels, and HVAC businesses.

Solution
Matrix provided merger and acquisition advisory services to the PFI, which included valuation advisory, marketing of its propane, heating oil, commercial fuels, and HVAC businesses through a customized, confidential, structured sale process, and negotiation of the transaction.

Multiple offers were received and after further negotiations with various potential buyers, Mirabito Holdings, Inc. (d/b/a Mirabito Fuel Group) was selected as the purchaser.

Matrix assisted in the negotiation of the purchase agreement and coordinated the due diligence and closing process.
The transaction with Mirabito Holdings, Inc. closed in March of 2018.

• Client: Crenco Food Stores, Inc. and Crenshaw Oil Company, Inc.
• Location: Lancaster, SC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: GPM Investments, LLC
• Close Date: March 2018

Situation
Crenco Food Stores, Inc. and Crenshaw Oil Company, Inc. (hereinafter referred to as “Crenco” or “Company”) owned and operated four convenience stores, one truck stop, and a wholesale motor fuels transportation business in and around Lancaster, South Carolina.

Hal Crenshaw, the Company’s sole shareholder, contacted Matrix to discuss a potential sale of the Company as Mr. Crenshaw felt as though his choices were to either sell the assets or reinvest in the Company by redeveloping several of the stores in order to modernize them and improve their competitive position for the long-term.

In addition, Mr. Crenshaw needed to redevelop one of the stores, whether there would be a sale or not, in order to allow access to commercial real estate that he planned on developing in the near future.

Matrix provided Mr. Crenshaw with valuation guidance and recommended a sale process that would maximize the probability of achieving all of his goals in exiting the business.

Objective
To customize, execute, and complete a confidential sale process that would allow Crenco to realize maximum after-tax value for the Company and allow a redevelopment of one property.

Solution
Matrix provided merger and acquisition advisory services to Crenco, which included valuation advisory, marketing of the Company through a confidential, structured sale process, and negotiation of the transaction.

Multiple offers were received and GPM Investments, LLC was selected as the acquirer.

Long-term lease agreements were negotiated with GPM on two of the properties, which allowed Mr. Crenshaw to sell his business at all of the locations and also maintain a considerable current income stream.

As part of the transaction, GPM agreed to the redevelopment plans that Mr. Crenshaw required in order to provide access to the commercial real estate he planned to develop

Matrix assisted in the negotiation of the asset purchase agreement and lease agreements and coordinated the due diligence and closing process.

The transaction with two affiliated entities of GPM Investments, LLC closed in March 2018.

• Client: Connecticut Warehouse Distributors, Inc. and its Subsidiaries
• Location: Branford, CT
• Industry: Industrial Products
• Buyer/Investor: Factory Motor Parts
• Close Date: March 2018

Situation
Connecticut Warehouse Distributors, Inc. (“CWD”) is a leading distributor of aftermarket automotive parts. CWD has established itself as the largest distributor of Motorcraft and AC Delco products in the New England region.

Objective
Matrix was retained by CWD to pursue a 100% sale of the business with the goal of achieving a liquidity event and to provide wealth diversification for the Company’s shareholders.

Solution
Matrix clearly articulated CWD’s investment thesis to a broad universe of strategic and financial buyers that possessed an understanding of the industry and/or had experience with similar businesses.

Working closely with management, Matrix analyzed and evaluated a range of offers from interested buyers that tended to be based off of either a cash flow multiple or the assets of the business.

Completed a sale to a strategic buyer at a premium valuation relative to CWD’s assets.

• Client: Riccobene Associates Family Dentistry
• Location: Cary, NC
• Industry: Healthcare
• Buyer/Investor: The Beekman Group and Webster Bank
• Close Date: February 2018

Situation                                    

Riccobene Associates Family Dentistry (“Riccobene Associates” or “the Company”) is a leading dental services company based in Cary, North Carolina.  Riccobene Associates has established itself as one of North Carolina’s largest Dental Service Organizations (“DSO”), with 16 offices spanning the central part of the state.

Objective

Matrix was retained by Riccobene Associates Family Dentistry to assist with Letters of Intent (“LOI”) negotiations, post-LOI due diligence, regulatory navigation, and closing processes in regards to the recapitalization of the business.  The goal of the recapitalization was to achieve an optimal liquidity event and provide wealth diversification for the Company’s shareholders, while also maintaining preferential control-level terms post close.

Solution

Matrix assisted the Company’s shareholders with negotiating and understanding the structured terms of the LOIs put forth by various reputable private equity groups.

After all shareholder objectives were met and the LOI was signed, Matrix helped facilitate closing due diligence efforts between the new institutional investors and the Company, including navigation of the stringent regulatory framework for North Carolina-based DSOs and incoming institutional investors.

Matrix completed the recapitalization at a premium valuation and maintained preferential control-level terms for the Company’s incumbent shareholders.

• Client: Jet-Pep, Inc. and Bama Terminaling and Trading, Inc.
• Location: Holly Pond, AL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Alimentation Couche-Tard, Inc. (TSX: ATD.A, ATD.B) and CrossAmerica Partners LP (NYSE: CAPL)
• Close Date: December 2017

Situation
Headquartered in Holly Pond, Alabama, Jet-Pep, Inc. (“Jet-Pep”) was founded by Robert Norris who built his first gas station in 1973.

Jet-Pep grew over subsequent decades into a portfolio of 120 petroleum marketing retail assets, selling in excess of 140 million gallons of motor fuel annually throughout Central and Northern Alabama.

Due to the significant growth of the retail portfolio, Robert Norris acquired a legacy fuel terminal in Birmingham from Motiva in 2011 and significantly renovated and expanded the terminal to a capacity of 270,000 shell barrels; the proprietary terminal reopened in 2013.

Matrix performed a valuation of Jet-Pep and Bama Terminaling and Trading, LLC (“BTT”) and advised on a potential sale process.  After undertaking various gift and estate tax planning measures, the shareholders of Jet-Pep and BTT decided it was time to exit the industry and diversify their family wealth.

Objective
To customize, execute and complete a confidential sales process that would allow Jet-Pep’s shareholders to realize maximum after-tax value for the entirety of the Company.

Solution
Matrix provided merger and acquisition advisory services to Jet-Pep, which included valuation advisory, marketing of the Company through a customized, confidential, structured sale process, and negotiation of the transaction.

Competing offers were received, individually for the petroleum marketing retail assets and the terminal, as well as offers for the entire enterprise.  After further negotiations with various potential buyers, Alimentation Couche-Tard (in connection with CrossAmerica Partners LP) was selected as the acquirer.

Matrix assisted in the negotiation of the purchase agreements and coordinated due diligence and the closing process.

The transaction closed in November of 2017.

• Client: Honey Farms, Inc.
• Location: Worcester, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Global Partners LP (NYSE: GLP)
• Close Date: October 2017

Situation
Headquartered in Worcester, Massachusetts, the Iandoli family has owned Honey Farms, Inc. (the “Company” or “Honey Farms”) since 1969, and the family’s retail food operations of delis and supermarkets spans back to the 1920s.

The roots of the Honey Farms brand date back to the 1950s when they were dairy stores selling bread, milk and other staple food items. The Iandoli family purchased the Honey Farms chain along with a few legacy Millbrook Farms stores in July of 1969. After the supermarket business was sold in 1985, the Honey Farms stores became the core focus of the family, and the business grew significantly under the leadership of Wilfred Iandoli (deceased) and the current President and CEO, David Murdock, who has spent over four decades with the Company.

Matrix was retained to perform a valuation of the Company and advise on a possible sale process.  Thereafter, the shareholders of Honey Farms ultimately decided it was time to sell the Company in order to exit the industry and diversify their family wealth.

Objective
To customize, execute and complete a confidential sales process that would allow the Company’s shareholders to realize maximum after-tax value for the Company.

Solution
Matrix provided merger and acquisition advisory services to the Company, which included valuation advisory, marketing of the Company through a customized, confidential, structured sale process, and negotiation of the transaction.

Multiple offers were received and after further negotiations with various potential buyers, Global Partners LP (NYSE:GLP) was selected as the purchaser.

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 October of 2017. 

• Client: Quality Assurance Services, Inc.
• Location: Virginia Beach, VA & Grand Rapids, MI
• Industry: Business Services
• Buyer/Investor: n/a
• Close Date: October 2017

• Client: Revere Gas, Inc.
• Location: Hartfield, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Dixie Fuel Company and Natural Gas Company of Virginia, Inc., d/b/a Mr. Able Propane
• Close Date: August 2017

Situation
Revere Gas approached Matrix during the first quarter of 2017 regarding two propane acquisition opportunities- Natural Gas Company of Virginia (d/b/a Mr. Able Propane), based in Richmond, Virginia and Dixie Fuel Company, based in Newport News, Virginia.

Both Mr. Able Propane and Dixie Fuel Company supplied propane to residential, commercial, and industrial customers. Revere targeted the acquisitions due to their attractive customer base and geographic location relative to Revere’s existing operations in eastern Virginia. In the aggregate, Mr. Able Propane and Dixie Fuel Company served approximately 4,300 customers.

Objective
Matrix was engaged to advise Revere on the valuation of each target company, to negotiate and structure the terms of the asset purchase agreement, and to assist Revere with obtaining debt financing to fund the transactions.

Solution
Matrix developed a comprehensive financial model to evaluate each acquisition on a standalone basis and to analyze the projected consolidated performance of Revere, Mr. Able Propane, and Dixie Fuel Company post-acquisition. The acquisition analysis included several unique financing scenarios in order to identify the optimal capital structure, to estimate returns on equity for Revere and its shareholders, and to determine the required debt financing

Matrix assisted in the negotiation of the letter of intent and the terms of the asset purchase agreement for the Mr. Able transaction

After the asset purchase agreements were executed, Matrix developed a presentation outlining the key highlights of both acquisitions and the projected performance of the consolidated entity post-close. Alongside Revere’s management, Matrix presented the financial model to Revere’s commercial lender to help secure the senior term loan to fund the transactions.

Revere Gas closed on Dixie Fuel Company in June 2017 and Mr. Able Propane in August 2017.

• Client: Superior Transport, Inc.
• Location: Rome, GA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Empire Petroleum Partners, LLC
• Close Date: June 2017

Situation
The shareholders of Superior Transport, Inc., d/b/a STi Fuels, (“STi” or the “Company”) desired to sell their consignment and wholesale motor fuels supply business and the related transportation assets after many years successfully building the business.

Based in Rome, Georgia, STi was a leading petroleum marketer serving northern Alabama, northwestern Georgia, and southern Tennessee and distributing over 75 million gallons of motor fuels annually primarily through its proprietary Hi-Tech and Smile brands. The Company was also a jobber for both Shell and BP and provided unbranded fuels to customers using their own flags. At the time of the sale, STi retailed fuels through 47 consignment accounts and supplied wholesale fuels to 77 customers. The Company operated a trucking division that hauled fuel to its sites in Georgia and Tennessee, and the Company also operated a commercial fuels business under the Enterprise Oil trade name. Through separate LLCs, STi’s shareholders owned the real estate at several of the consignment and dealer sites.

Objective
To customize, execute, and complete a sale process that would allow the shareholders to realize maximum value for the assets of the Company and their related real estate holdings.

Solution
Matrix provided merger and acquisition advisory services to STi, which included valuation advisory, marketing of the Company through a customized, confidential, structured sale process, and negotiation of the transaction.

Matrix solicited offers that included the real estate owned by the shareholders as well as offers for STi’s fuel supply assets without the real estate. A number of competing offers were received, and after further negotiations with various potential buyers, Empire Petroleum Partners, LLC was selected as the purchaser for STi’s consignment and wholesale motor fuels supply business and the related transportation assets. STi retained the Enterprise Oil commercial fuels business, and the shareholders retained their real estate holdings to maintain the rental income stream.

Matrix assisted in the negotiation of the purchase agreement and coordinated the due diligence and closing process.

The transaction closed in June 2017.

• Client: Leonard E. Belcher, Inc.
• Location: Springfield, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Petroleum Marketing Group, Inc.
• Close Date: April 2017