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.