Situation
Quarles Petroleum, Inc. (“Quarles” or the “Company”), was one of the largest propane and refined fuels distribution companies in the U.S., serving over 80,000 residential and commercial customers throughout Virginia, Maryland, Delaware, West Virginia, Pennsylvania, and North Carolina.

The Company was founded in 1940 and was based in Fredericksburg, Virginia. Quarles expanded significantly over the last ten years, both organically and through acquisitions, including marquee transactions such as Dixie Gas & Oil and Revere Gas Incorporated.

The Company operated through several distinct business lines: a propane, heating oil, & commercial fuels distribution business (collectively “Delivered Fuels”); and additional divisions for fleet fueling, wholesale dealers, and lubricants. The Company’s assets included approximately 30 bulk plants, 120 unattended Quarles-branded cardlocks, 65 private site cardlocks, and 45 dealer assets.

Matrix was initially retained to perform a strategic review of the enterprise in order to explore various potential exit options, including the possibility of a break-up sale to multiple different buyers.

The Quarles shareholders ultimately decided to exit the industry in order to diversify their 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, which included valuation advisory, marketing of the business through a confidential, structured sale process, and negotiation of the transactions. The sale process included a buyer pool of regional and national propane marketers & refined fuels distributors as well as private equity groups seeking an industry platform. Matrix executed a customized sale process to solicit offers for the entire company and for discrete operating divisions to determine the best path forward.

Multiple offers were received, and ultimately it was determined that maximum value for the shareholders could be achieved by selling the Company to two different buyers. The Delivered Fuels business was sold to Superior Plus Corp. (TSX:SPB), and the fleet fueling, wholesale dealers, and lubricants business lines were sold to GPM Investments, a subsidiary of ARKO Corp. (Nasdaq:ARKO).

Matrix assisted in the negotiation of two separate purchase agreements, a transition services agreement, multiple shared site agreements, and coordinated the due diligence processes and multiple closings.

The transaction with Superior Plus closed in May 2022 and the transaction with GPM closed in July 2022.