Situation
WTG Fuels Holdings LLC (“WTG Fuels” or the “Company”), is a large, diversified fuels distributor and convenience retailer with operations across west Texas and southeast New Mexico. The Company is a subsidiary of West Texas Gas, Inc., which is majority owned by Stonepeak Infrastructure Partners (“Stonepeak”).

Prior to the close of the transaction, the Company’s assets included a chain of  24 high-volume convenience stores operating under its proprietary Uncle’s brand, a large network of 68 cardlocks operating under its proprietary Gascard brand, and a propane & refined products delivered fuels business serving a diverse customer base of both residential and commercial accounts.

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.

Stonepeak ultimately decided to divest the WTG Fuels enterprise to focus on growing its large natural gas processing and distribution operations.

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 transaction. The sale process included a buyer pool of regional and national convenience store operators, petroleum marketers, propane & 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 competitive offers were received, and ultimately it was determined that maximum value for the shareholders could be achieved by selling the Uncle’s stores and Gascard locations to GPM Investments, a wholly owned subsidiary of ARKO Corp (Nasdaq: ARKO), while selling the delivered fuels operations to a separate buyer.

Matrix assisted in the negotiation of the asset purchase agreement, a transition services agreement, multiple shared site agreements, and coordinated the due diligence process and closing.

The transaction with GPM Investments closed in June 2023 and the transaction for the delivered fuels business is expected to close during the first quarter of 2024.