• Client: Fastrac Markets, LLC
• Location: East Syracuse, NY
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: EG America LLC, a subsidiary of Blackburn, U.K.-based EG Group Limited
• Close Date: July 2019

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.

• Client: Apache Oil Company, Inc.
• Location: New London, CT
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Undisclosed buyer  
• Close Date: June 2019

• Client: Southern Maryland Oil, Inc.
• Location: La Plata, MD
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Star Group, L.P. (NYSE: SGU)
• Close Date: May 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.

• Client: West Oil Inc.
• Location: Hartsville, SC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: FR Refuel, LLC
• Close Date: May 2019

Situation
West Oil, Inc. (“West” or the “Company”) is a third-generation, privately held company headquartered in Hartsville, South Carolina. The Company operated 26 convenience stores in the northeastern portion of South Carolina primarily under their Markette brand, and the stores sold motor fuels under either the Shell flag or the Company’s proprietary West Oil brand.

West also owns a propane distribution business, multiple wine & spirits shops, a mini storage business, and owns and develops other real estate projects.

After over 50 years in operations, the Company’s shareholders asked Matrix to value their petroleum marketing and convenience store business as part of their consideration of strategic alternatives. After considering the likely valuation range that could be achieved, the shareholders made the decision to divest the convenience store business in order to diversify their wealth and focus on other businesses.

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 its convenience store business.

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

Nearly a dozen competitive offers were received, and FR Refuel LLC (“FR Refuel”), a partnership between a South Carolina convenience store operator and global private equity firm First Reserve, 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 FR Refuel closed in May 2019.

• Client: Schmitt Sales, Inc.
• Location: Buffalo, NY
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Sunoco LP
• Close Date: December 2018

Situation
Schmitt Sales, Inc. (“Schmitt” or the “Company”), headquartered in Buffalo, New York, was a leading petroleum distributor and convenience retailer located throughout the Northeast and mid-Atlantic. The Company distributed Sunoco, ExxonMobil, Valero, Marathon, Keystone, and Shell branded fuel.

Schmitt was founded in 1964 and shortly thereafter began partnering with independent grocery stores and convenience retailers to provide fuel offerings as a complement to traditional grocery and convenience items. Using this strategy, the Company was able to grow rapidly through the development of new partnerships with single-site retailers and the expansion of existing operations with multi-site operators. At the time of the transaction, the Company consisted of three operated convenience stores, 109 commission marketer sites, 91 supply contracts, and approximately 65 non-contract dealers.

The Company’s CEO, Maureen Schmitt, and her family sought to exit the petroleum marketing and fuel distribution business to diversify their wealth and focus on other business ventures.

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 Company’s retail and wholesale assets.

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

Multiple competitive offers were received, and Sunoco, LP (“Sunoco”) was ultimately selected as the acquirer of the Company’s retail and wholesale assets.

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

The transaction with Sunoco closed in December of 2018.

• Client: Revere Gas, Inc. (First Virginia Propane, Inc.)
• Location: Hartfield, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Quarles Petroleum
• Close Date: December 2018

Situation
Revere Gas, Inc (“Revere” or the “Company”) was a third-generation propane gas distributor headquartered in Hartfield, Virginia. Under the leadership of the late Charles Revere and his sons, Carlton Revere, President and CEO; and Craig Revere, Executive Vice President; the Company significantly expanded its marketing presence across eastern and central Virginia, operating eight branch offices and a propane rail terminal (operating as First Virginia Propane, Inc.).

Between Revere Gas and First Virginia Propane, the companies sold approximately 16 million gallons of propane fuel and served over 26,000 residential, commercial, agricultural, industrial, and governmental customers in 32 counties.

Matrix was retained to perform a valuation of the companies and to advise on a possible sale process. Ultimately, the Reveres decided to sell both businesses to diversify the family’s wealth.

Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Revere family to realize maximum after-tax value upon the sale of the propane and rail terminal assets.

Solution
Matrix provided merger and acquisition advisory services to Revere, 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; large, public companies including MLPs; private equity funds looking to develop a platform in the propane industry; and buyers only looking to acquire the First Virginia Propane rail terminal.

Multiple offers were received, and ultimately Quarles Petroleum, Inc. (“Quarles”) was selected as the buyer for both Revere Gas and First Virginia Propane.

Matrix assisted in the negotiation of the asset purchase agreement, coordinated the due diligence processes, and assisted with a Quality of Earnings analysis performed by an outside accounting firm.

The transaction with Quarles closed in December 2018.

• Client: Giant Eagle, Inc.
• Location: Pittsburgh, PA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Giant Eagle, Inc.
• Close Date: December 2018

Situation
Giant Eagle, Inc. (“Giant Eagle” or the “Company”), one of the nation’s largest multi-format food, fuel, and pharmacy retailers with $8.9 billion in annual sales and ranked among the top 40 largest private companies according to Forbes magazine, operated 200 GetGo Cafe + Market convenience stores throughout Pennsylvania, Ohio, West Virginia, Maryland, and Indiana prior to its acquisition of Ricker Oil Company, Inc. (“Ricker Oil”).

After meeting with Matrix in November 2017 to discuss the Company’s growth objectives, Giant Eagle approached Matrix during the second quarter of 2018 regarding the potential acquisition of Ricker Oil.

Ricker Oil, based in Anderson, Indianapolis, operated 56 Ricker’s-branded convenience stores primarily located in the Indianapolis and Fort Wayne metro areas and supplied wholesale fuels to 80 branded supply accounts located in Indiana, Illinois, and Kentucky.

Giant Eagle saw the Ricker Oil acquisition as providing additional scale in the Indiana market, where it previously only had seven GetGo stores, as well as providing opportunities to leverage the strength of both the GetGo and Ricker’s convenience store brands.

Objective
Matrix was engaged to advise Giant Eagle on the valuation of Ricker Oil, to assist in the development of operating and financial assumptions, and to negotiate and structure the terms of the Company’s offers and the transaction.

Solution
Matrix developed a comprehensive financial model to evaluate the acquisition and to analyze the projected post-acquisition performance of Ricker Oil. The financial model included several unique scenarios that allowed for different operating and financial assumption sets to be utilized in order for the Company to easily perform sensitivity analyses and to estimate returns on equity for Giant Eagle and its shareholders.

Matrix assisted Giant Eagle in preparing its formal offers for Ricker Oil and in preparing materials regarding the acquisition for Giant Eagle’s Board of Directors. Additionally, Matrix assisted Giant Eagle’s counsel, Weil, Gotshal & Manges, LLP, in the negotiation of the stock purchase agreement.

Giant Eagle closed on the acquisition of Ricker Oil in December 2018.

• Client: Petr-All Petroleum Consulting Corporation
• Location: Syracuse, NY
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Speedway LLC, a wholly owned subsidiary of Marathon Petroleum Corporation (NYSE: MPC)
• Close Date: November 2018

Situation
Petr-All Petroleum Consulting Corporation d/b/a Express Mart (“Petr-All”, “Express Mart”, or the “Company”) was founded in 1975 in Dryden, NY by the late Francis (Frank) Borer. To better serve the end customer, the first Express Mart convenience store opened in 1989 to offer, in addition to gasoline, a full convenience merchandise product line-up.

Over the past three decades, under the management of Daniel Twombly (President of Finance) and Mike Askwith (President of Marketing, Planning & Store Operations), and with the support of over 900 Company employees, the Express Mart brand grew to 78 company-operated stores throughout the State of New York.

Frank’s wife, Patricia Brock Borer, and their four children remained active in the business over the years, and ultimately decided to exit the industry to focus on other businesses and diversify their 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 its convenience retailing assets.

Solution
Matrix provided merger and acquisition advisory services to Petr-All, 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 Speedway LLC, a wholly-owned subsidiary of Marathon Petroleum Corporation (NYSE:MPC), 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 Speedway closed in November 2018.

• Client: Croix Oil Company
• Location: Stillwater, MN
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Northern Tier Retail, LLC (d/b/a Super America and Tesoro), a subsidiary of Andeavor
• Close Date: September 2018

Situation
Croix Oil Company (“Croix” or the “Company”), headquartered in Stillwater, Minnesota, was a leading Minnesota and western Wisconsin petroleum marketer with operations primarily in the Minneapolis and St. Paul metropolitan area.  The Company was a fuel distributor for BP, ExxonMobil, and Marathon and was a SuperAmerica and Circle K franchisee.

Croix grew rapidly since the early 2000s through single site acquisitions, new-to-industry builds, and the acquisition of approximately one-third of BP’s stations in the Twin Cities in 2006.  At the time of the transaction, the Company consisted of 13 owned and operated convenience stores, five owned dealer sites, three owned commissioned agent sites, and approximately 70 supply contracts.

The Company’s President, Mark Ogren, and his family sought to exit the convenience store and petroleum marketing business to diversify their wealth and focus on other business and real estate ventures.

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 retail and wholesale assets.

Solution
Matrix provided Croix with merger and acquisition advisory services, which included valuation advisory, marketing the business through a confidential, structured sale processes, and negotiation of the transactions.

Multiple offers were received, and ultimately a bifurcated sale of Croix’s convenience retailing assets to a subsidiary of Andeavor and its wholesale fuel assets to a subsidiary of Molo Petroleum, LLC (“Molo”) was pursued to yield maximum after-tax value to the Company’s shareholders.

Matrix assisted in the negotiation of the two separate asset purchase agreements and coordinated the due diligence processes and the multiple closings.

The primary transactions with Andeavor and Molo closed in September 2018 with a final real estate closing with Molo in October 2018.

• Client: Croix Oil Company
• Location: Stillwater, MN
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: D & M Oil, LLC, a wholly owned subsidiary of Molo Petroleum, LLC
• Close Date: September 2018

Situation
Croix Oil Company (“Croix” or the “Company”), headquartered in Stillwater, Minnesota, was a leading Minnesota and western Wisconsin petroleum marketer with operations primarily in the Minneapolis and St. Paul metropolitan area.  The Company was a fuel distributor for BP, ExxonMobil, and Marathon and was a SuperAmerica and Circle K franchisee.

Croix grew rapidly since the early 2000s through single site acquisitions, new-to-industry builds, and the acquisition of approximately one-third of BP’s stations in the Twin Cities in 2006.  At the time of the transaction, the Company consisted of 13 owned and operated convenience stores, five owned dealer sites, three owned commissioned agent sites, and approximately 70 supply contracts.

The Company’s President, Mark Ogren, and his family sought to exit the convenience store and petroleum marketing business to diversify their wealth and focus on other business and real estate ventures.

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 retail and wholesale assets.

Solution
Matrix provided Croix with merger and acquisition advisory services, which included valuation advisory, marketing the business through a confidential, structured sale processes, and negotiation of the transactions.

Multiple offers were received, and ultimately a bifurcated sale of Croix’s convenience retailing assets to a subsidiary of Andeavor and its wholesale fuel assets to a subsidiary of Molo Petroleum, LLC (“Molo”) was pursued to yield maximum after-tax value to the Company’s shareholders.

Matrix assisted in the negotiation of the two separate asset purchase agreements and coordinated the due diligence processes and the multiple closings.

The primary transactions with Andeavor and Molo closed in September 2018 with a final real estate closing with Molo in October 2018.

• Client: Tevis Oil, Inc.
• Location: Westminster, MD
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: The Wills Group, Inc.
• Close Date: September 2018

Situation
Tevis Oil, Inc. (“Tevis” or the “Company”) was founded in 1932 by Stanley H. Tevis Sr. as a local fuels distributor in Westminster, MD.  In 1981, the Company opened its first convenience store originally called Tevco, which was primarily a self-service truck stop featuring unbranded gasoline, along with hot food, drinks, and other convenience items.  In 1987, the Jiffy Mart brand was born, and by 2001 all of the Company’s Tevco stores had been rebranded Jiffy Mart.  The Company is currently led by Mr. Jack Tevis, who represents the 3rd generation of the Tevis family.

The Company owned and operated 5 Jiffy Mart branded convenience stores, as well as 4 locations that were leased to commission agents and a dealer.  The greater Tevis enterprise also spans home comfort solutions, commercial fuels, and HVAC businesses, consisting of: Tevis Energy (heating oil, diesel, and gasoline sales to residential and commercial customers); Tevis Propane (propane sales to residential and commercial customers); and, Modern Comfort Systems (HVAC installation, repair & maintenance).

Jack Tevis decided to exit the retail convenience store and petroleum marketing business to focus on the other businesses and diversify family wealth.

Objective
To customize, execute, and complete a confidential sale process that would allow the Tevis to realize maximum after-tax value upon the sale of its convenience retailing and wholesale motor fuel assets.

Solution
Matrix provided merger and acquisition advisory services to Tevis, which included valuation advisory, marketing of the convenience retailing and wholesale motor fuel assets through a confidential, structured sale process, and negotiation of the transaction.

Multiple competitive offers were received, and SMO, Incorporated (d/b/a SMO Motor Fuels and Dash In®), a subsidiary of The Wills Group, Inc., 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 SMO closed in September 2018.

• Client: Carolina Convenience Corporation
• Location: Lexington, SC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: An affiliate of Dublin, Ireland based Applegreen plc and Petrogas Global Ltd.
• Close Date: August 2018

• Client: Cheshire Oil Company, LLC
• Location: Keene, NH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Dead River Company
• Close Date: July 2018

Situation
Cheshire Oil Company (“Cheshire” or the “Company”), headquartered in Keene, New Hampshire, owned and operated 10 high volume and highly profitable Citgo-branded “T-Bird Mini Mart” convenience stores in southwest New Hampshire and Vermont. The Company also operated several other businesses, including the sale of fuels to commercial customers, retail home heating oil delivery, and HVAC & burner servicing.

The Company employed approximately 150 people, and was led by the management team of Mr. James Robertson and his daughter, Ms. JoJi Robertson. The Robertson family had operated Cheshire Oil Company since 1921 and had developed an extremely loyal base of customers across its convenience store network and HVAC & burner service businesses.

The Robertson family sought to exit the convenience store, commercial fuels, heating oil, and HVAC businesses to monetize these valuable assets for estate planning purposes.

Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Robertson family to realize maximum after-tax value upon the sale of the Company’s various businesses.

Solution
Matrix provided merger and acquisition advisory services to Cheshire, which included valuation advisory, marketing the business through two confidential, structured sale processes, and negotiation of the transactions. The bifurcated sale process included a buyer pool of convenience store-centric buyers, home heating oil buyers, and several large, diversified strategic companies with an interest in expanding both their convenience store and home heating operations.

Multiple offers were received, and ultimately Global Partners, LP (NYSE: GLP) (“Global”) was selected as the buyer for the convenience store assets and Dead River Company (“Dead River”) was selected as the buyer for the other divisions.

Matrix assisted in the negotiation of the two separate asset purchase agreements and coordinated the due diligence processes.

The transactions with Global and Dead River both closed in July 2018, and substantially all of the Company’s employees were retained by the acquirers.

• Client: Cheshire Oil Company, LLC
• Location: Keene, NH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Global Partners LP (NYSE: GLP)
• Close Date: July 2018

Situation
Cheshire Oil Company (“Cheshire” or the “Company”), headquartered in Keene, New Hampshire, owned and operated 10 high volume and highly profitable Citgo-branded “T-Bird Mini Mart” convenience stores in southwest New Hampshire and Vermont. The Company also operated several other businesses, including the sale of fuels to commercial customers, retail home heating oil delivery, and HVAC & burner servicing.

The Company employed approximately 150 people, and was led by the management team of Mr. James Robertson and his daughter, Ms. JoJi Robertson. The Robertson family had operated Cheshire Oil Company since 1921 and had developed an extremely loyal base of customers across its convenience store network and HVAC & burner service businesses.

The Robertson family sought to exit the convenience store, commercial fuels, heating oil, and HVAC businesses to monetize these valuable assets for estate planning purposes.

Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Robertson family to realize maximum after-tax value upon the sale of the Company’s various businesses.

Solution
Matrix provided merger and acquisition advisory services to Cheshire, which included valuation advisory, marketing the business through two confidential, structured sale processes, and negotiation of the transactions. The bifurcated sale process included a buyer pool of convenience store-centric buyers, home heating oil buyers, and several large, diversified strategic companies with an interest in expanding both their convenience store and home heating operations.

Multiple offers were received, and ultimately Global Partners, LP (NYSE: GLP) (“Global”) was selected as the buyer for the convenience store assets and Dead River Company (“Dead River”) was selected as the buyer for the other divisions.

Matrix assisted in the negotiation of the two separate asset purchase agreements and coordinated the due diligence processes.

The transactions with Global and Dead River both closed in July 2018, and substantially all of the Company’s employees were retained by the acquirers.

• Client: Champlain Oil Company, Inc. and Coco Mart, Inc.
• Location: Burlington, VT
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Global Partners LP (NYSE: GLP)
• Close Date: July 2018

Situation
Champlain Oil Company, Inc. (“Champlain” or the “Company”) was founded in 1949 by C. Douglas Cairns in Burlington, VT. Several decades later, in 1990, the Company acquired the Jiffy Mart brand along with 13 company-operated locations from Jiffy Mart, Inc, and in the decades that followed Champlain grew into one of the largest petroleum wholesale distribution and convenience retail marketers in the northeast.

The Company owned and operated 37 Jiffy Mart branded convenience stores, owned or leased 21 dealer and commission agent locations.  The Company also supplied motor fuels under contract to 65 stations throughout Vermont and New Hampshire, as well as to commercial, industrial, and municipal customers on a non-contract basis.   Additionally, Champlain owned and operated three cardlock fueling facilities, offered two fleet card programs, as well as operated its own fuels transportation fleet.

The Company’s President, Tony Cairns, and his family sought to exit the convenience store and petroleum marketing business to diversify their wealth and focus on other business and real estate ventures.

Objective
To customize, execute, and complete a confidential sale process that would allow the Cairns family to realize maximum after-tax value upon the sale of the Company.

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

Multiple competitive offers were received, and Global Partners LP (“Global”) 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 Global closed in July 2018 with the vast majority of Champlain’s employees continuing their careers with Global.

• Client: NEMO Oil Company
• Location: Lawrence, MA
• Industry: Industrial Products
• Buyer/Investor: A subsidiary of a publicly-traded company
• Close Date: June 2018

Situation
NEMO Oil Company, d/b/a New England Motor Oil (“NEMO”) is a leading lubricants distributor to customers throughout New England. NEMO maintains a longstanding relationship with Ford as a Motorcraft bulk oil distributor servicing a broad range of customers, including Ford dealers and tire and service chains.

Objective
Matrix was retained by NEMO 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 tailored a targeted mini-auction that included all of the relevant regional competitors with the financial wherewithal to consummate a transaction.

We were able to yield multiple bids and utilize the leverage of other interested parties to increase the purchase price of the preferred buyer.

Closed the transaction at a value well in excess of client expectations despite having limited leverage throughout the diligence and documentation process.

• 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

Situation
Brabham Oil Company, Inc. (“Brabham” or the “Company”) was a fourth generation, family owned company headquartered in Bamberg, South Carolina. The Company owned and operated 34 E-Z Shop branded convenience stores and supplied motor fuels to 6 commissioned agent accounts and nearly 30 wholesale fuels and commercial fuels accounts throughout central South Carolina. The Company also operated its own fuels transportation fleet.

All of the E-Z Shop stores and consignment sites, along with the majority of the dealer locations, sold motor fuels under Brabham’s proprietary Horizon fuel brand.

The Company’s President, Brab McCully, and his family sought to exit the convenience store and petroleum marketing business to diversify their wealth and focus on other business and real estate ventures.

Objective
To customize, execute, and complete a confidential sale process that would allow the McCully family to realize maximum after-tax value upon the sale of the Company.

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

Multiple competitive offers were received, and Enmark Stations, Inc. (“Enmark”) was selected as the acquirer.

Matrix assisted in the negotiation of the asset purchase agreement and coordinated the due diligence and closing process. Matrix also assisted the Company’s tax advisor in developing a dynamic, comprehensive financial model to analyze the after-tax proceeds under a variety of unique 1031 exchange scenarios.

The transaction with Enmark and their wholly owned subsidiary, Colonial Fuel and Lubricant Services, Inc., closed in April 2018 with the vast majority of Brabham’s employees continuing their careers with Enmark.

• 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: 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: Revere Gas, Inc.
• 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: Revere Gas, Inc.
• Location: Hartfield, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Revere Gas, Inc.
• 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.