• 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

• 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: 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

• Client: Bradley Petroleum, Inc. and Sav-O-Mat
• Location: Centennial, CO
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Stinker Stores, Inc.
• Close Date: February 2017

Situation
Headquartered in Denver, Colorado, Bradley Petroleum, Inc. and Sav-O-Mat, Inc. (“Bradley” or the “Company”) span over a 100 year history, and four generations, in the petroleum marketing and convenience retailing industry, including owning and operating the first Denver-based gas station in 1912.

Over recent decades, Buzz and Brad Calkins continued the Company’s growth by expanding further west, and south into New Mexico.

Matrix performed a valuation of the Company and advised on a possible sale process.  After undertaking various gift and estate tax planning measures, the shareholders of Bradley 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 Bradley’s shareholders to realize maximum after-tax value for the Company.

Solution
Matrix provided merger and acquisition advisory services to Bradley, 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, Stinker Stores, Inc. (“Stinker Stores”) was selected as the acquirer.

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

The transaction with Stinker Stores closed in February of 2017.

• Client: Leonard E. Belcher, Inc.
• Location: Springfield, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Sprague Operating Resources LLC
• Close Date: February 2017

• Client: Campbell Oil Company
• Location: Masillon, OH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Lykins Energy Solutions
• Close Date: December 2016

Situation
Headquartered in Massillon, Ohio, Campbell Oil Co. (“Campbell Oil” or the “Company”) was founded in 1939 by Chester Campbell as a distributor of gasoline, kerosene and fuel oil. The Company experienced significant growth organically and through acquisitions in the 1980s and 1990s, when it made a serious commitment to being a convenience retailer.

Brian Burrow, President of Campbell Oil, has continued the Company’s growth by shaping a successful retail strategy to become a preeminent convenience brand in Ohio.

The shareholders of Campbell Oil decided it was time to exit the heating oil and commercial fuels business, in order to reinvest additional capital into its faster growing, 56-unit convenience retail chain trading as BellStores®.

Objective
To customize, execute and complete a confidential sales process that would allow Campbell Oil’s shareholders to realize maximum after-tax value for the heating oil and commercial fuels business.

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

Multiple offers were received and after further negotiations with various potential buyers, Lykins Energy Solutions (“Lykins Energy”) was selected as the purchaser.

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

The transaction with Lykins Energy closed in December of 2016.

• Client: 7-Eleven, Inc.
• Location: Irving, TX
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Parkland Fuel Corporation
• Close Date: December 2016

Situation
7-Eleven, Inc. (“7-Eleven” or the “Company”) acquired CST Brands, Inc.’s (“CST”) West Coast Portfolio, which consisted of seventy-six stores in California and three stores in southeastern Wyoming. The transaction between 7-Eleven and CST closed on July 7, 2016.

The three stores located in Wyoming included two truck stops, one of which was a recently redeveloped 10,300 square foot facility, and one high-volume convenience store.

Due to the fact that 7-Eleven did not operate any stores in Wyoming at the time of the closing on CST’s West Coast Portfolio, it entered into an agreement with CST to have CST continue to operate the three stores located in Wyoming through a temporary lease agreement until the Company determined the best course of action for these stores.

7-Eleven determined it was in its best interest to divest of these Wyoming properties due to its lack of store concentration around these markets.

Objective
To customize, execute, and complete an expedited sale process that would allow 7-Eleven to realize maximum value for these Wyoming assets prior to the expiration of the temporary lease agreement with CST.

Solution
Matrix provided merger and acquisition advisory services to 7-Eleven, which included valuation advisory, marketing of the assets through a customized, confidential, structured sale process, and negotiation of the transaction.

Matrix contacted a select group of national and regional strategic buyers who had the financial capacity to complete the transaction. Several competing offers were received, and Parkland Fuel Corporation (TSE: PKI) was selected as the purchaser.

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

The transaction closed in December 2015, five months after Matrix was engaged to conduct the sale process.

• Client: F.L. Roberts and Company, Inc.
• Location: Springfield, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Atlantic Coast Enterprises, LLC.
• Close Date: October 2016

Situation
After retaining Matrix to perform a valuation of F.L. Roberts and Company, Inc. (“F.L. Roberts” or the “Company”), the majority shareholder of F.L. Roberts decided it was time to sell the Company’s assets in order to retire and diversify the family wealth.

The Company, headquartered in Springfield, MA, owned and operated a chain of 26 convenience stores and retail fuel outlets, 22 Golden Nozzle car washes, and 9 Jiffy Lube quick lube facilities primarily in the greater Springfield, MA and Hartford, CT markets .

The Company also operated a wholesale motor fuels distribution business and a fuels transportation business in these markets, which one of the Company’s principals desired to acquire from the Company and continue to grow.

Objective
To customize, execute, and complete a sale process that would allow F.L. Roberts to realize maximum value for their convenience store, car wash, and Jiffy Lube assets.

Solution
Matrix provided valuation guidance to F.L. Roberts’ shareholders and then structured a multifaceted sale process designed to maximize value by driving competition for each of the Company’s divisions. In order to effectively market the businesses, it was important to position the Company’s rewards program that was utilized in all of its divisions in a way that allowed the program to continue post-transaction, even if the businesses were sold to different buyers.

Matrix contacted a select group of regional and national petroleum marketers/convenience store operators, car wash companies, Jiffy Lube franchisees, and private equity groups. Prospective buyers could submit offers for all of the convenience store, car wash, and Jiffy Lube assets together as one portfolio or offers for one or more of the divisions.

Matrix received several competing offers for the entire portfolio, the convenience store division, the combined convenience store and car wash divisions, and the Jiffy Lube division.

After management meetings with certain groups, a second round of offers, and further negotiations with each party, Nouria Energy Corporation was selected to acquire the convenience store and car wash divisions and Atlantic Coat Enterprises, LLC was chosen to purchase the Jiffy Lube assets.

Matrix assisted in the negotiations of the purchase agreements and helped coordinate the closings. Both transactions closed in October 2016.

• Client: F.L. Roberts and Company, Inc.
• Location: Springfield, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Nouria Energy Corporation
• Close Date: October 2016

Situation
After retaining Matrix to perform a valuation of F.L. Roberts and Company, Inc. (“F.L. Roberts” or the “Company”), the majority shareholder of F.L. Roberts decided it was time to sell the Company’s assets in order to retire and diversify the family wealth.

The Company, headquartered in Springfield, MA, owned and operated a chain of 26 convenience stores and retail fuel outlets, 22 Golden Nozzle car washes, and 9 Jiffy Lube quick lube facilities primarily in the greater Springfield, MA and Hartford, CT markets .

The Company also operated a wholesale motor fuels distribution business and a fuels transportation business in these markets, which one of the Company’s principals desired to acquire from the Company and continue to grow.

Objective
To customize, execute, and complete a sale process that would allow F.L. Roberts to realize maximum value for their convenience store, car wash, and Jiffy Lube assets.

Solution
Matrix provided valuation guidance to F.L. Roberts’ shareholders and then structured a multifaceted sale process designed to maximize value by driving competition for each of the Company’s divisions. In order to effectively market the businesses, it was important to position the Company’s rewards program that was utilized in all of its divisions in a way that allowed the program to continue post-transaction, even if the businesses were sold to different buyers.

Matrix contacted a select group of regional and national petroleum marketers/convenience store operators, car wash companies, Jiffy Lube franchisees, and private equity groups. Prospective buyers could submit offers for all of the convenience store, car wash, and Jiffy Lube assets together as one portfolio or offers for one or more of the divisions.

Matrix received several competing offers for the entire portfolio, the convenience store division, the combined convenience store and car wash divisions, and the Jiffy Lube division.

After management meetings with certain groups, a second round of offers, and further negotiations with each party, Nouria Energy Corporation was selected to acquire the convenience store and car wash divisions and Atlantic Coat Enterprises, LLC was chosen to purchase the Jiffy Lube assets.

Matrix assisted in the negotiations of the purchase agreements and helped coordinate the closings. Both transactions closed in October 2016.

• Client: State Oil Company
• Location: Libertyville, IL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: CrossAmerica Partners LP (NYSE:CAPL)
• Close Date: September 2016

Situation
State Oil Company (“State Oil” or the “Company”) and Matrix’s relationship dates back to 2011 when the Company originally retained Matrix to perform a valuation of its retail and wholesale fuels distribution assets. In conjunction with this corporate valuation, Matrix helped State Oil review a potential sale of the Company, but the Company’s shareholders decided to retain the business and make operational improvements.

As result of its previous experience with Matrix, State Oil again reviewed a potential sale of the Company with Matrix in 2014 and once again in 2015. This last review ultimately resulted in the Company’s shareholders deciding it was time to sell the Company.

Objective
To customize, execute, and complete a sale process that would allow State Oil to realize the maximum value for its retail and fuels distribution assets.

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

Matrix executed a highly confidential sale process by contacting select national and regional strategic buyers who had the financial capacity to complete the transaction.

Multiple competing offers were received and CrossAmerica Partners LP (NYSE: CAPL) was selected to purchase State Oil’s retail and wholesale fuels distribution assets.

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

The transaction with CrossAmerica Partners LP closed in September 2016.