Situation
Miller Oil Company Inc. (“Miller” or the “Company”) was founded in 1977 by “Gus” Miller when he purchased Exxon Company USA’s home heating oil business in Norfolk, VA. The Company experienced significant growth through the 1980’s as the business expanded into convenience retailing and petroleum marketing. In the 2000’s, the Company expanded its fuels distribution business into southern Florida.

Jeffrey “Jeff” Miller, Gus Miller’s son, was President, and had managed the businesses for the last 25 years.

The Company operated 21 petroleum marketing and convenience retail stores, 2 company owned dealer sites, and over 70 wholesale dealer accounts.

Matrix was engaged to perform a valuation of the Company.

After meeting with Gus Miller and Jeff Miller to go over the valuation and recommended sale process, the shareholders ultimately decided to exit the retail convenience store, petroleum marketing, and fuels distribution businesses to diversify family wealth and focus on other ventures.

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

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

In order to maximize total proceeds, Matrix recommended marketing Miller’s wholesale fuels business in Florida separately from the Virginia and North Carolina convenience retail and wholesale fuels business.

Multiple competitive offers were received. Global Partners LP and Sunshine Gasoline Distributors Inc. were ultimately selected as the acquirers for the Virginia/North Carolina and Florida assets, respectively, Selling the Florida business separately yielded significantly more value for Miller. As part of the Global transaction, Miller was able to retain certain real estate and lease the real estate to Global Partners LP.

Matrix assisted Miller and their tax advisors to understand the tax implications of various transaction scenarios to maximize after-tax proceeds to the shareholders.

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

The transaction with Sunshine Gasoline Distributors Inc. closed in November 2021 and the transaction with Global Partners LP closed in February 2022.