Transaction

United Fuel & Energy Corporation


Transaction Details

Client:

United Fuel & Energy Corporation

Location:

Orange, CA

Industry:

Buyer:

Southern Counties Oil Co.

Transaction Type:

Capital Advisory

Close Date:

Advisory Engagement
United Fuel & Energy Corporation (UFEN) was a publicly traded entity engaged in the business of distributing gasoline, diesel, and lubricant products primarily in certain markets of Texas, California, New Mexico, Arizona, and Oklahoma.

The Company primarily engaged in card-lock operations (unattended re-fueling of commercial vehicles) and wholesale fuels and lubricants to commercial customers.

UFEN represented the consolidation of numerous companies, the most significant of which were the Eddins-Walcher Company and Cardlock Fuels System.

UFEN received an all cash tender-offer for all of its outstanding shares from Southern Counties Oil Co. (SC Fuels).

UFEN’s Board of Directors established a Special Committee to evaluate the proposed transaction to determine if it was in the best interest of all of the shareholders.

The Special Committee engaged Matrix to act as its financial advisor with respect to the proposed transaction or a similar transaction involving the Company.

Mandate Execution
Matrix provided the Special Committee a valuation report regarding its estimation of the fair value of 100% of the Common Stock.

After the Special Committee negotiated the Merger Agreement and the transactions contemplated thereby with the buyer, Matrix rendered to the Special Committee a written opinion as to the fairness, from a financial point of view, to the stockholders of the Company of the consideration to be received in the Offer and the Merger.

Matrix’s compensation was not contingent on the conclusions reached in it’s written opinion.

Value Maximizing Results
The $0.30 cash tender offer represented a premium of approximately 134% over UFEN’s average closing share price of $0.128 during the 30 trading days ended December 23, 2009, the day before United Fuel entered into the merger agreement.

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