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.