Transactions

• Client: Rusher Oil Company and Rushco Food Stores, Inc.
• Location: Salisbury, North Carolina
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Sampson-Bladen Oil Co., Inc. and its affiliates
• Close Date: November 2021
• Press Release: Matrix - Rusher Oil PR - 11-22-21

• Client: E.J. Pope & Son, Inc. d/b/a Handy Mart
• Location: Mount Olive, NC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: GPM Investments, LLC, a wholly owned subsidiary of ARKO Corp. (Nasdaq: ARKO)
• Close Date: November 2021
• Press Release: Matrix - EJ Pope PR - 11-10-21

Situation
E.J. Pope & Son, Inc. (“EJP” or the “Company”) operated a leading petroleum marketing, convenience retailing, and QSR business in eastern North Carolina.

EJP was founded in 1919 as a coal hauling business by horse-drawn wagon. The Company opened its first convenience store, operating under the Handy Mart store brand, in 1975 in Mount Olive, NC. In 1994, the Company began co-branding stores with nationally recognized foodservice brands in order to enhance the store offerings.

Under the leadership of President E.J. “Judson” Pope III, the Company grew into a highly recognized regional chain of 36 convenience stores with 21 co-located branded QSRs or proprietary foodservice offerings situated across eastern North Carolina.

The Company, via its sister entity Pope Transport, also hauled its own fuel and acted as a common carrier for other third-party hauling customers.

Previously, in 2012, the Company engaged Matrix to divest certain non-core assets. EJP then reengaged Matrix in 2021 to market the entirety of its convenience store business so that the shareholders could focus on the Company’s other businesses and diversify their family wealth.

The shareholders desired to execute a post-closing hauling agreement with the acquirer in order to generate a revenue stream for Pope Transport.

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 convenience store business, while also generating considerable income through the execution of a hauling agreement.

Solution
Matrix provided merger and acquisition advisory services to EJP, 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 GPM Investments, a wholly owned subsidiary of ARKO Corp (Nasdaq: ARKO), 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 GPM Investments closed in November 2021.

• Client: Jacksons Food Stores, Inc.
• Location: Meridian, ID
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Jacksons Food Stores, Inc.
• Close Date: October 2021
• Press Release: Matrix - Jacksons Food Stores PR - 10-12-21

Situation
Jacksons Food Stores, Inc. (“Jacksons” or the “Company”) owns, operates, and supplies more than 1,340 stores across nine western states. The Company is vertically integrated, with fuel supplied by Jacksons Energy, full-line grocery and supplies distributed through Capitol Distributing and fresh food products supplied through Capitol Kitchen.

Pursuant to 7-Eleven’s acquisition of Speedway from Marathon Petroleum Corp., the Federal Trade Commission (FTC”) required 7-Eleven to divest 293 locations.

Jacksons approached Matrix during the fourth quarter of 2020 regarding the potential acquisition of Speedway divestiture assets.

The Company was interested in the Western package of the Speedway divestiture, which included 62 Speedway and 7-Eleven branded convenience stores in California, Arizona and Nevada (“the Portfolio”).

Objective
Matrix was engaged to advise Jacksons on the valuation of the Portfolio, assist in the development of operating and financial assumptions, structure and negotiate the terms of the Company’s offer and review and advise on financing alternatives.

Solution
Matrix developed a comprehensive financial model to evaluate the acquisition and to analyze the projected post-acquisition performance of the Portfolio. The financial model’s many variables allowed the Company to easily perform sensitivity analyses on unique scenarios for the Portfolio and to estimate returns on equity using different operating and financial assumptions.

Matrix assisted Jacksons in preparing its formal offers for the Portfolio and in preparing materials regarding the acquisition for the Federal Trade Commission.

Matrix also advised on the terms of financing utilized to consummate the transaction.

Jacksons closed on the purchase of the final store in the 62-store Portfolio on October 4, 2021.

The successful acquisition is part of a continued focus for Jacksons on growth and expansion into additional markets across the Western U.S. and resulted in the Company gaining 58 stores in attractive California markets, where it had little or no presence prior to the transaction.

• Client: Spencer Turbine
• Location: Windsor, CT
• Industry: Industrial Products
• Buyer/Investor: Howden, a portfolio company of KPS Capital Partners, LP
• Close Date: October 2021
• Press Release: Matrix - Spencer Turbine PR - 10-5-21

Situation
The Spencer Turbine Company (“Spencer”), founded in 1892 and headquartered in Windsor, CT, is a complete designer and manufacturer of air and gas handling systems for industrial, municipal, commercial, and institutional customers requiring blower or vacuum applications.

In 2007, the Company was acquired by Alliance Holdings, Inc., who successfully completed acquisitions and subsequent divestitures of multiple subsidiaries, all while helping Spencer grow into one of the most qualified manufacturers of air and gas handling equipment in the world.

Objective
Matrix was retained by Alliance Holdings, Inc. to sell 100% of the Company with a goal of maximizing proceeds and positioning the Company and its management team for future growth.

Impediments
Legacy legal issues and divestment decisions created obstacles for structuring a transaction that optimized value and minimized risk for all parties.

Spencer’s management team, particularly its finance leadership positions, experienced significant turnover in the years leading up to closing. This resulted in certain financial inconsistencies that had to be navigated during the marketing and Quality of Earnings processes.

Beginning in early 2020, the Company had significant business disruptions resulting from the COVID-19 pandemic. The effects of such, which included employee furloughs, supply chain disruptions, and softened financial results, persisted through the date of closing.

Spencer’s operations had multiple characteristics that limited the potential buyer universe, including ongoing asbestos litigation, a defined benefit retirement plan, a decade-plus lease for its primary manufacturing facility, and deferred capital expenditures, among others.

Solution
Matrix presented normalized financial performance using a data-driven COVID adjusted EBITDA, which was ultimately used to value the business and help maximize proceeds.

All potential transactional hurdles were discussed with the ultimate buyer prior to diligence to help streamline the closing process and eliminate surprises while under exclusivity.

• Client: Lykins Companies, Inc.
• Location: Milford, OH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: World Fuel Services, Colonial Oil Industries, Inc. and Shipley Choice, LLC
• Close Date: October 2021
• Press Release: Matrix - Lykins Companies PR- 10-1-21

Situation
Lykins Companies, Inc. (“Lykins” or the “Company”), founded in 1948, was a leading distributor of diversified energy solutions to customers located throughout the Midwest, Mid-Atlantic, and Southern United States.

The Company operated through three distinct business lines: a commercial fuels, heating oil, & propane business (collectively “Bulk Fuels”); a wholesale and branded fuels business; and an electricity business. The Company’s assets included 25 bulk plants, ~125 consignment or open dealers, ~30 fuel transports, and ~100 tank wagon units.

After growing the Company both organically and through acquisitions, the Company’s shareholders contacted Matrix regarding their desire to exit the industry in order to diversify their wealth into other business and charitable 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 Bulk Fuels, wholesale and branded fuels, and electricity businesses.

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

Multiple offers were received for each business line, and the Company ultimately decided the greatest after-tax proceeds could be achieved through a three-part sale process.

Affiliates of World Fuel Services Corporation (NYSE: INT) acquired the Bulk Fuels business. The wholesale and branded fuels business was acquired by Colonial Oil, a subsidiary of Colonial Group, Inc. The electricity business was acquired by Shipley Choice, LLC, a subsidiary of Shipley Energy, Inc.

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

The transaction with Shipley Energy closed in January 2021, the transaction with Colonial Oil closed in April 2021, and the transaction with World Fuel Services closed in October 2021.

• Client: Mercury Fuel Service, Inc.
• Location: Waterbury, CT
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Sam’s Food Stores
• Close Date: September 2021
• Press Release: Matrix - Mercury Fuel PR- 9-14-21

Situation
Mercury Fuel Service, Inc. was a second generation, privately held company headquartered in Waterbury, Connecticut. Brothers Michael Devino, Jr., President, Martin Devino, Chief Financial Officer, and Thomas Devino, Vice President, helped to significantly grow the retail gasoline business by pursuing desirable real estate, going to market with an aggressive pricing strategy, and offering consistent and high-quality service to their customer base.

The Company grew to 20 company operated convenience retail stores and over 30 wholesale dealer accounts. The company operated stores were all located in Connecticut and sold the Company’s proprietary branded fuel, Price Cutter, as well as Sunoco, Mobil, Gulf and Citgo branded fuel. The wholesale business served dealer accounts in Connecticut, Massachusetts and New York.

Matrix was initially retained to perform a valuation of the Company. After considering the likely valuation range that could be achieved, the Devino brothers decided it was time to sell the Company and exit the industry, at which time Matrix was engaged to manage the sale process.

Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Devino family to realize maximum after-tax value upon the sale. If possible, the Devinos wanted to retain key real estate assets in a sale and lease that real estate to a strong credit tenant.

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

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. Eight of the stores were sold to EG Group, while the remaining 12 stores and wholesale dealer business were sold to Sam’s Food Stores.

Matrix advised on the negotiation of the asset purchase agreements, coordinated the due diligence processes, and structured the post-closing lease agreements for certain real estate properties the brothers retained.

The transaction with EG Group closed in May 2021 and the transaction with Sam’s Food Stores closed in September 2021.

• Client: Sherman V. Allen, Inc.
• Location: Rutland, VT
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Global Partners LP (NYSE: GLP)
• Close Date: August 2021
• Press Release: Matrix Announces the Successful Sale of Sherman V. Allen, Inc.’s Petroleum Marketing and Convenience Stores

Situation
Sherman V. Allen, Inc. (Sherman V. Allen or the “Company”) was founded in 1979 when Sherman “Mac” V Allen, Jr. opened a single store in Fair Haven, Vermont.

In the early 1980s, Mac purchased a local fuel business and started his own distribution company. Over the course of the next decade, Mac purchased other small fuel businesses, and quickly expanded operations into New York, New Hampshire, and Massachusetts.

The Company also diversified by opening a chain of specialty grocery stores throughout Vermont, leveraging the Mac’s Market tradename.

Matrix was engaged to perform a valuation of the Company and advise on a sale process. Jennifer Allen ultimately decided to divest the Company’s convenience stores to diversify family wealth and focus on grocery operations and other real estate opportunities.

Objective
To customize, execute, and complete a confidential sale process that would allow the Allen Family to realize maximum after-tax value upon the sale of their petroleum marketing and convenience retailing business.

Solution
Matrix provided merger and acquisition advisory services to Sherman V. Allen, 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 Global Partners, LP (NYSE: GLP) 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 Global Partners, LP closed in August 2021

• Client: Circle K Stores Inc.
• Location: Oklahoma City, OK
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Casey’s General Stores, Inc.
• Close Date: June 2021
• Press Release: Matrix Announces the Successful Sale of Select Circle K Sites to Casey’s General Stores

Situation
Circle K Stores Inc., wholly owned by Alimentation Couche-Tard, Inc. (TSX: ATD.A, ATD.B), operated a portfolio of 49 stores in and around the Oklahoma City metro area.

The Company sought a complete strategic exit from this market as part of its network optimization initiative, which would allow it to focus on core markets and efficiently allocate capital investment in regions that meet the Company’s strategic and brand objectives.

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 Oklahoma City assets.

Solution
Matrix provided merger and acquisition advisory services to Circle K, 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 Casey’s General Stores, Inc. (NASDAQ: CASY) 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 Casey’s closed in June 2021.

• Client: Freeman Gas and Electric Co., Inc.
• Location: Spartanburg, SC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Superior Plus Energy Services, Inc., a subsidiary of Superior Plus Corp. (TSX:SPB)
• Close Date: June 2021
• Press Release: Matrix Announces the Successful Sale of Freeman Gas and Electric Co., Inc.

Situation
Freeman Gas and Electric Co., Inc. (“Freeman,” “Freeman Gas,” or the “Company”) was founded in 1936 in Spartanburg, South Carolina. Originally a modest, single-location appliance dealership, Freeman grew to be one of the nation’s premier full-service propane retailers under the leadership of third-generation operator J.R. “Rob” Freeman III.

The Company, known for its full-service offerings ranging from retail propane sales, service, and installation to a full line of propane appliances, operated 23 showroom locations throughout North & South Carolina, Georgia, and Tennessee. With logistical support from its 38 bulk plant locations, Freeman served a diverse customer mix in this geography comprised of ~67,000 residential, commercial, agricultural, and forklift accounts in 86 counties.

Matrix was retained to perform a valuation of the Company and to advise on a possible sale process. Rob Freeman and the Company’s shareholders elected to exit the industry and diversify the family’s 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 Freeman Gas, while also retaining certain key real estate assets and initiating a lease relationship with the buyer.

Solution
Matrix provided merger and acquisition advisory services to Freeman, 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 privately owned, regional and national propane marketers; and large, public companies including MLPs.

Multiple competitive offers were received, and Superior Plus Energy Services, Inc. (“Superior”) (TSX: SPB) was ultimately selected as the acquirer.

Matrix assisted in the negotiation of the asset purchase agreement, coordination of the due diligence process, and structuring the post-closing lease agreements between Freeman and Superior.

The transaction with Superior closed in June 2021.

• Client: Mercury Fuel Service, Inc.
• Location: Waterbury, CT
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: EG Group
• Close Date: June 2021
• Press Release: Matrix - Mercury Fuel PR- 9-14-21

Situation
Mercury Fuel Service, Inc. was a second generation, privately held company headquartered in Waterbury, Connecticut. Brothers Michael Devino, Jr., President, Martin Devino, Chief Financial Officer, and Thomas Devino, Vice President, helped to significantly grow the retail gasoline business by pursuing desirable real estate, going to market with an aggressive pricing strategy, and offering consistent and high-quality service to their customer base.

The Company grew to 20 company operated convenience retail stores and over 30 wholesale dealer accounts. The company operated stores were all located in Connecticut and sold the Company’s proprietary branded fuel, Price Cutter, as well as Sunoco, Mobil, Gulf and Citgo branded fuel. The wholesale business served dealer accounts in Connecticut, Massachusetts and New York.

Matrix was initially retained to perform a valuation of the Company. After considering the likely valuation range that could be achieved, the Devino brothers decided it was time to sell the Company and exit the industry, at which time Matrix was engaged to manage the sale process.

Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Devino family to realize maximum after-tax value upon the sale. If possible, the Devinos wanted to retain key real estate assets in a sale and lease that real estate to a strong credit tenant.

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

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. Eight of the stores were sold to EG Group, while the remaining 12 stores and wholesale dealer business were sold to Sam’s Food Stores.

Matrix advised on the negotiation of the asset purchase agreements, coordinated the due diligence processes, and structured the post-closing lease agreements for certain real estate properties the brothers retained.

The transaction with EG Group closed in May 2021 and the transaction with Sam’s Food Stores closed in September 2021.

• Client: Toms Sierra Company, Inc.
• Location: Roseville, CA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Undisclosed Buyer
• Close Date: May 2021
• Press Release: Matrix Announces the Successful Sale of Toms Sierra Company, Inc.

Situation
Toms Sierra Company, Inc. (“Sierra” or the “Company”) operated a leading petroleum marketing and convenience retail chain outside of Sacramento, California. The Company’s stores operated under the Sierra Express brand name, which pays homage to their location in the foothills of the Sierra Nevada mountain range.

After initially presenting the Company’s board of directors with a general market and valuation update of the downstream energy and convenience retail sector in 2017, Matrix continued to brief Sierra on market dynamics and Matrix’s continuous activity within the sector.

After Matrix’s thorough analysis of the business, Matrix met with the Board to discuss the likely valuation range for the assets and a potential sale process. Sierra’s Board decided it was time to sell the Company to provide liquidity to the Company’s majority shareholder.

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

Solution
Matrix provided merger and acquisition advisory services to Sierra, 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 7-Eleven, Inc. was ultimately selected as the acquirer. As part of the transaction with 7-Eleven, Sierra’s fee simple real estate interest at certain properties was simultaneously sold to an institutional real estate investment trust (REIT) that entered into a long-term lease agreement with 7-Eleven.

Matrix assisted in the negotiation of the asset purchase agreements with 7-Eleven and the REIT and the negotiation of the lease agreement between 7-Eleven and the REIT. Additionally, Matrix coordinated the due diligence and closing processes. The transactions with 7-Eleven and the REIT closed in June 2021.

• Client: Van Unen/Miersma Propane, Inc.
• Location: Ripon, CA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Energy Distribution Partners, LLC
• Close Date: May 2021
• Press Release: Matrix Announces the Successful Sale of Van Unen/Miersma Propane

Situation
Van Unen/Miersma Propane, Inc. (“VMP” or the “Company”), headquartered in Ripon, California, is one of the Central Valley’s largest suppliers of propane, serving over 11,500 customers across 15 counties.

VMP was founded in 1993 by Rick Van Unen, Marion Miersma, and Jeff Van Groningen with the purchase of two bobtails, 300 tanks, and not one customer. The Company grew at an exponential rate through organic growth, as well as the acquisitions of Sierra Propane (2000) and the assets of Hurts Propane (2006, rebranded as Windmill Propane).

The Company developed into one of California’s premier propane retailers with eight bulk plants, three trade names, and a diverse customer base of agricultural, commercial, residential, and wholesale customers.

Matrix was retained to perform a valuation of the Company and to advise on a sale process. Ultimately, the shareholders decided to sell the business to diversify their wealth and focus on other ventures.

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

Solution
Matrix provided VMP with merger and acquisition advisory services, 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, and private equity firms.

Multiple competitive offers were received for VMP, and Energy Distribution Partners, LLC (“EDP”) was 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 EDP closed in May 2021.

• Client: Achieve TMS
• Location: San Diego, CA
• Industry: Healthcare
• Buyer/Investor: n/a
• Close Date: March 2021

• Client: Walker Magnetics Group, Inc.
• Location: Windsor, CT
• Industry: Industrial Products
• Buyer/Investor: Industrial Magnetics, Inc., a portfolio company of DNS Capital, LLC
• Close Date: March 2021
• Press Release: Matrix Announces the Successful Sale of Walker Magnetics Group, Inc.

Situation
Walker Magnetics Group, Inc., headquartered in Windsor, CT, is a globally recognized manufacturer of highly engineered industrial magnetic products.

The Company was founded in 1896 in Worcester, MA and has grown over the past century through a mix of acquisitions, product innovations, and share gains with its loyal customer base.

In 2011, the Company partnered with Alliance Holdings, Inc. and currently operates out of two locations in Columbus, OH and Windsor, CT. The business has served thousands of customers across the heavy lift, workholding, separation, scrap, standard lift, and repair markets.

Objective
Matrix was retained by Alliance Holdings, Inc. to facilitate a full divestiture of the Walker Magnetics Group, Inc. business from its parent company, The Spencer Turbine Company.

Solution
Matrix tailored a process that streamlined the complexities involved with a typical carve-out situation and identified several interested parties that submitted bids.

Successfully negotiated with a private equity backed strategic buyer, Industrial Magnetics, Inc., to acquire substantially all the assets of Walker Magnetics Group, Inc. and quickly extract the Windsor location from The Spencer Turbine Company’s facility.

Matrix provided guidance and insight for the executed Transition Services Agreement that allowed Alliance Holdings, Inc. to receive additional cash flows post-closing.

• Client: ASAP Expediting & Logistics, LLC
• Location: Columbia, SC
• Industry: Business Services
• Buyer/Investor: Trump Card Holdings, LLC, a subsidiary of Magnate Worldwide, LLC and a portfolio company of CIVC Partners, L.P.
• Close Date: February 2021
• Press Release: Matrix Announces the Successful Sale of ASAP Expediting & Logistics

Situation
ASAP Expediting & Logistics, LLC (“ASAP”) is an asset-light, third-party logistics business that specializes in expedited freight solutions for customers requiring reliable, time-critical shipping services in the United States and internationally.

ASAP was founded in 2008 in Columbia, SC by Garland Hobgood, who was the sole operator at the time. The Company has since grown into a widely respected family business that serves thousands of customers across the aerospace, industrial, automotive, food and beverage markets.

Driven by its impressive market reputation, customer service focus, and enviable 40%+ profit margins, the Company received inbound interest from several eager transportation and logistics acquirers that ultimately led to the owners seeking a dedicated transaction advisor.

Objective
In an effort to propel ASAP through the next phase of growth, Matrix was retained to conduct a broad sale process and identify the ideal acquirer, with a particular interest in partnership and the ability to maintain active operating roles to help the business realize its full potential.

Solution
Matrix launched a broad process to roughly 700 potential suitors and closed the transaction at premium valuation above client expectations in five months.

Multiple reputable finalist acquirers conducted complete financial diligence pre-exclusivity, which eliminated potential purchase price adjustments and allowed for an expedited closing three weeks from signing a letter of intent.

Matrix coordinated the creative transfer of business data to a broad buyer universe in order to preserve confidentiality and ASAP’s competitive advantage in a highly fragmented market.

• Client: R.M. Parks, Inc.
• Location: Porterville, CA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: PacWest Energy, LLC, a joint venture between Jackson Energy and Shell Oil Products US
• Close Date: January 2021

Situation
R.M. Parks, Inc. (RM Parks or the “Company”) was founded in 1969 when R.M. Parks sold his family’s ranch and purchased a small Texaco distributorship that sold fuel to 12 Texaco stations and approximately 35 agricultural accounts.

R.M., along with Tim Callison, President & CEO, expanded the business to sell gasoline, diesel fuel, motor oil, lubricants, and automotive products. Tim and his son Jason Callison, Chief Operating Officer, further expanded the business in 1996 with the addition of the Shell brand and quickly became one of the largest Shell wholesalers on the West Coast. The Company supplied more than 160 Shell, Philips, Valero, Sinclair and Spirit branded customers, as well as unbranded fuel to a sizable non-contract customer base with its proprietary transportation fleet.

In 2018, the Company expanded wholesale operations into Mexico where it became the exclusive distributor of two major U.S. brands.

Matrix was engaged to perform a valuation of the Company and advise on a sale process. Tim Callison and his family ultimately decided to divest RM Parks’ U.S. petroleum distribution business to diversify family wealth and focus on Mexican operations.

Objective
To customize, execute, and complete a confidential sale process that would allow the Callison Family to realize maximum after-tax value upon the sale of their U.S. wholesale petroleum distribution business.

Solution
Matrix provided merger and acquisition advisory services to RM Parks, 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 PacWest Energy, LLC (a joint venture between Jackson Energy and Shell Oil Products US) was ultimately selected as the acquirer.  Valero Energy Corporation exercised its right of first refusal on the Company’s Valero branded assets.

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

The transaction with PacWest closed in December 2020 and Valero closed in February of 2021.

• Client: Pester Marketing Company
• Location: Denver, CO
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Fortress Investment Group LLC and Phillips 66 Company (NYSE: PSX)
• Close Date: January 2021
• Press Release: Matrix Announces the Successful Sale of Pester Marketing Company d/b/a Alta Convenience

Situation
Pester Marketing Company (“Pester” or the “Company”) was acquired by the current shareholder group in May of 2016 as a spin-off from World Fuel Services Corporation (NYSE: INT).

Headquartered in Denver, Colorado, Pester is one of the largest operators of convenience stores in the Front Range corridor with stores that span Colorado, Kansas, New Mexico, and Nebraska.

Following a series of acquisitions, Pester more than doubled its store count to 106 locations in less than three years.

As the ownership group contemplated exiting the investment, Matrix was contacted to discuss strategic planning and provide valuation services. Ultimately, the shareholders decided it was an opportune time to take Pester to market.

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 Pester or its assets and to minimize post-closing liabilities to the seller by way of representation and warranty insurance, as well as pollution legal liability insurance.

Solution
Matrix provided merger and acquisition advisory services to Pester, 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 CF H33 LLC, a new joint venture between Fortress Investment Group LLC, a leading global investment manager, and a subsidiary of Phillips 66 Company (NYSE: PSX), 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 CF H33 LLC closed in January 2021.

• Client: Penn Tank Lines, Inc.
• Location: Chester Springs, PA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Penn Tank Lines, Inc.
• Close Date: December 2020
• Press Release: Matrix Advises Penn Tank Lines, Inc. on the Successful Acquisition of Stardust Transportation, LLC

Situation
Penn Tank Lines, Inc. (“Penn Tank Lines”) approached Matrix during the second quarter of 2020 regarding a potential acquisition of Stardust Transportation, LLC (“Stardust”), a leading aviation gasoline and jet fuel transportation company based in Fishers, Indiana.

Over the last two decades, under the leadership of Tom Harris, Stardust has grown into one of the largest and most reliable specialty fuel transportation providers in the country. Stardust serves primarily airline, airport, and government customers throughout the Midwest, Texas, and Florida.

Penn Tank Lines targeted the acquisition of Stardust to leverage their bulk petroleum and flatbed transportation business and diversify further into aviation fuels transportation in existing and new markets.

Objective
Matrix was engaged to advise Penn Tank Lines on the valuation of the acquisition opportunity,  assist in the development of operating and financial assumptions, provide guidance on the structure and terms of the offer, negotiate the asset purchase agreement, and to assist Penn Tank Lines with securing debt financing for the transaction.

Solution
Matrix developed a comprehensive financial model to evaluate the acquisition and to analyze the projected post-acquisition performance of the consolidated company. The financial model included several unique scenarios that allowed for different operating and financial assumption sets to be utilized in order for Penn Tank Lines to easily perform sensitivity analyses and to estimate returns on debt and equity for the acquisition, which was especially important due to the uncertainty around the recovery of the aviation fuels market from COVID-19 impacts

Penn Tank Lines closed on the successful acquisition of Stardust in December 2020 and was able to secure attractive financing terms as part of the transaction.

• Client: Tri Gas & Oil Co, Inc.
• Location: Federalsburg, MD
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Tri Gas & Oil Co, Inc.
• Close Date: December 2020
• Press Release: Matrix Advises Tri Gas & Oil on the Successful Acquisition of A Leading Refined Fuels Distributor and HVAC Services Business

Situation
Tri Gas & Oil Co., Inc. (“Tri Gas & Oil”) approached Matrix during the third quarter of 2020 regarding a potential refined fuels and HVAC services acquisition opportunity, based on the Delmarva Peninsula.

The target supplied refined fuels and provided HVAC services to residential, commercial, industrial, and jobber customers. In aggregate, the target’s refined fuels and HVAC service business served ~5,400 customers.

Tri Gas & Oil targeted the acquisition due to their attractive customer base and geographic location relative to Tri Gas & Oil’s existing operations on the eastern shore of Maryland and Delaware, and to substantially grow its Comfort Plus Services division which specializes in the installation and report of HVAC equipment and indoor air quality (IAQ) solutions.

Objective
Matrix was engaged to advise Tri Gas & Oil on the valuation of the acquisition opportunity, to assist in the development of operating and financial assumptions, to provide guidance on the structure and terms of the offer and asset purchase agreement, and to assist Tri Gas & Oil with securing debt financing for the transaction.

Solution
Matrix developed a comprehensive financial model to evaluate the acquisition and to analyze the projected post-acquisition performance of the consolidated company. The financial model included several unique scenarios that allowed for different operating and financial assumption sets to be utilized in order for Tri Gas & Oil to easily perform sensitivity analyses and to estimate returns on debt and equity for the acquisition.

Matrix assisted in preparing a letter-of intent (LOI) offer for the acquisition opportunity and advised on the terms of the asset purchase agreement.

Matrix developed a presentation outlining the key highlights of the acquisition and the projected performance of the consolidated entity post-closing. Alongside Tri Gas & Oil’s management, Matrix presented the financial model to Tri Gas & Oil’s commercial lender to help secure the senior term debt on the most favorable terms possible.

Tri Gas & Oil closed on the transaction in December 2020.

• Client: New West Oil Company, L.L.C.
• Location: Glendale, AZ
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: RelaDyne LLC, a portfolio company of Audax Private Equity
• Close Date: December 2020
• Press Release: Matrix Announces the Successful Sale of New West Oil Company, L.L.C.

Situation
New West Oil Company, LLC (“New West” or the “Company”) was founded in Glendale, Arizona, by four former employees of Canyon State Oil Company: Tim Genrich (CEO), Ron Reeves (President), Tom Turley (VP Commercial Sales), and Terry Cooney (CFO).

The Company began as a Valvoline distributor and also developed and grew a strong proprietary brand, Ultra Lubricants. In 2013, the Company created New West Environmental, a division that collects used oil from customers and resells it as burner fuel to asphalt and concrete companies. The addition of New West Environmental allowed the Company to offer its lubricant customers a disposal solution for used oil, filters, and coolant, without the need for a separate vendor.

In 2016, New West expanded into Las Vegas with the Valvoline brand and in 2018 also became one of the largest Petro-Canada distributors in the United States.

Over the course of just nine years, New West grew from a one-brand start-up into a leading multi-brand lubricant, commercial fuel, and environmental service provider in the Southwest.

The owners contacted Matrix in order to understand the value of the business in a potential sale.

After presenting the most likely valuation range and recommended sale process with the owners, Matrix was retained to advise on a potential sale process. Ultimately, the Company decided to pursue a sale that allowed it to retain real estate control of its facilities through a subsequent lease to the buyer post-closing.

Objective
To customize, execute, and complete a confidential sale process that would allow New West’s shareholders to realize maximum after-tax value upon the sale of the Company.  In addition, the owners’ preference was to maintain real estate control of its facilities and secure favorable post-transaction employment agreements with an acquirer for the owners and other employees.

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

Multiple competitive offers were received, and RelaDyne was ultimately selected as the acquirer.

Matrix assisted in the negotiation of the purchase agreement, coordinated the due diligence, structured proposed facility lease terms, and managed the closing process.

The transaction with RelaDyne closed in December 2020.

• Client: Stop-N-Go of Madison, Inc.
• Location: Madison, WI
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Kwik Trip, Inc.
• Close Date: December 2020
• Press Release: Matrix Announces the Successful Sale of Stop-N-Go of Madison, Inc.

Situation
Stop-N-Go of Madison, Inc. (“Stop-N-Go” or the “Company”) was founded in 1693 by Duane and Olympia Bowman with a focus on operating neighborhood grocery stores. In the 1980s, Stop-N-Go underwent a strategic initiative to transform the portfolio into a convenience store chain with a motor fuels offering.

Under the leadership of Andrew Bowman, President and fourth generation of family ownership, Stop-N-Go continued to grow into one of the leading convenience store brands in southern Wisconsin and northern Illinois, which primarily marketed BP branded fuels.

The Company operated 36 convenience stores, 26 of which were controlled fee simple.

Matrix was engaged to perform a valuation of the Company and advise on a sale process. The shareholders ultimately decided to exit the retail convenience store and petroleum marketing business to diversify family wealth and focus on other ventures.

The operating companies and real estate holding company were all C-Corporations, and they also owned real properties that were unrelated to the Stop-N-Go business.

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 Stop-N-Go or its assets.

Solution

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

Due to client preferences, Kwik Trip, Inc. was approached on a pre-emptive basis, although Matrix was prepared to launch a broader marketing process to a pool of established, credible prospective buyers.

Matrix assisted Stop-N-Go and their tax advisors to understand the tax implications of various transaction scenarios and negotiated the allocation of purchase price with Kwik Trip to maximize after tax proceeds to the shareholders.

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

The transaction with Kwik Trip, Inc. closed in December 2020.

• Client: Montana Children’s Home and Hospital d/b/a Shodair Children’s Hospital
• Location: Helena, MT
• Industry: Healthcare
• Buyer/Investor: N/A
• Close Date: October 2020
• Press Release: Matrix Announces the Successful Issuance of Shodair Children’s Hospital’s Series 2020A/B Bonds

Situation
The Montana Children’s Home and Hospital d/b/a Shodair Children’s Hospital (“Shodair”) is the largest not-for-profit dedicated behavioral healthcare services provider in Helena, MT and served patients from 44 of Montana’s 56 counties in 2019.

Shodair offers a robust continuum of pediatric psychiatric care, including 30 inpatient psychiatric beds for children ages 3-18, a 42-bed psychiatric residential treatment facility, therapeutic group homes, outpatient, day treatment, and school-based services.

In addition, Shodair offers the State’s only comprehensive genetics program.

Objective
As part of its long-term growth strategy, Shodair worked with a team to design a new facility that would be suitable for the organization’s expanded pediatric psychiatric service lines and level of high-quality care. The new facility design includes 82 private rooms and an environment dedicated to safety, hope, and healing.

Shodair hired Matrix to serve as Financial and Municipal Advisor to develop and implement a Plan of Finance to pay for construction of the new hospital facility.

Solution
In assisting Shodair in developing the Plan of Finance, we worked with the Management Team to determine the appropriate level of debt to finance the construction, in addition to analyzing various different potential financing options.

We guided Shodair through the Rating Agency process with Standard & Poor’s and they achieved a BBB- rating with a Stable Outlook.

In conjunction with the working group, we developed a set of financial covenants and manageable continuing disclosure requirements.

Ultimately, through the Montana Facility Finance Authority, Shodair issued $32,735,000 of Series 2020A Bonds on its own credit, in addition to $20,000,000 of Series 2020B Bonds with the support of the Montana Board of Investments.

Overall, Shodair’s all-in cost of capital is 3.41% with a final maturity of 2050.

• Client: Dixie Gas & Oil Corporation
• Location: Verona, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Quarles Petroleum, Inc.
• Close Date: October 2020
• Press Release: Matrix Announces the Successful Sale of Dixie Gas & Oil Corporation

Situation
Dixie Gas & Oil Corporation (“Dixie” or the “Company”), headquartered in Verona, Virginia, was one of the region’s largest independent suppliers of retail propane, heating oil, commercial fuels, and lubricant products serving over 10,000 customers in 17 counties throughout Virginia and West Virginia.

Originally founded as Dixie Bottle Gas Company in 1946, the Company initially focused on propane cylinder exchange services in the post-World War II housing boom. Over the next three decades, Dixie continued to grow its propane business and significantly expanded its other product offerings. Through a number of acquisitions and organic growth, the Company developed into one of Virginia’s premier propane and commercial fuels retailers with five bulk plants, a propane rail terminal, and four retail offices with appliance showrooms.

Matrix was retained to perform a valuation of the Company and to advise on a sale process, including the possibility of a break-up sale to multiple different buyers. Ultimately, the shareholders decided to sell the business to diversify their wealth and focus on other ventures.

Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Dixie family to realize maximum after-tax value upon the sale of Dixie Gas & Oil Corporation.

Solution
Matrix provided Dixie with merger and acquisition advisory services, 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 and refined fuels distributors; large, public companies including MLPs;  and a select pool of lubricants-focused distributors. Matrix executed a bifurcated sale process to solicit offers for the entire company as well as each separate division to determine the best path for maximizing value.

Multiple offers were received, including bids for the entire company and bids for only certain divisions. Ultimately, Quarles Petroleum (“Quarles”), who sought to acquire the entire company, was selected as the buyer.

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

The transaction with Quarles closed in October 2020.

• Client: EnergyUnited Electric Membership Corporation (“EMC”) and EnergyUnited Propane, LLC (“EUP”)
• Location: Statesville, NC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: ThompsonGas, LLC
• Close Date: September 2020
• Press Release: Matrix Announces the Successful Sale of EnergyUnited Propane

Situation
EnergyUnited Electric Membership Corporation (“EMC”) decided it was time to explore strategic alternatives for its wholly-owned propane distribution subsidiary, EnergyUnited Propane, LLC (“EUP”).  Both EMC and EUP are headquartered in Statesville, North Carolina.

EMC serves ~110,000 electric members in central and western North Carolina, making it the second largest supplier of residential electricity in North Carolina.

EUP is one of the largest propane retailers in its region, serving ~29,000 residential and commercial customers throughout 104 counties in North Carolina, South Carolina, and Virginia.

In 2000, EMC founded EnergyUnited Propane, LLC through the acquisition of All Star Gas’s North Carolina markets (Durham, Warrenton, Creedmoor, Carthage, Denver, Gastonia, and Hendersonville), as well as the development of greenfield sites in Lexington, Taylorsville, and Madison, North Carolina.  EUP acquired the South Carolina markets of All Star Gas (Aiken and Barnwell) in 2001, and Albemarle Propane, based in Camden, NC in 2007.  In 2013, EUP purchased Lake Norman Propane.

Objective
Matrix was retained to customize, execute, and complete a confidential sale process that would allow EMC to realize maximum after-tax value upon the divestment of EUP and redeploy capital into its core, electricity business.

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

Multiple competitive offers were received for EUP, and ThompsonGas, LLC was selected as the acquirer.

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

The transaction with ThompsonGas closed in September 2020.  Post-closing,  EMC and ThompsonGas will maintain a coordinated customer marketing effort within EMC’s electric footprint in central and western North Carolina.

• Client: Martin Eagle Oil Company
• Location: Denton, TX
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Undisclosed buyer
• Close Date: September 2020
• Press Release: Matrix Announces the Successful Sale of Martin Eagle Oil Company’s Convenience Retail and Wholesale Motor Fuels Businesses

Situation
Martin Eagle Oil Company (“Martin Eagle” or the “Company”), founded in 1963 and headquartered in Denton, Texas, was a petroleum marketing, fuels distribution, and fuels transportation company serving customers primarily in and around the Dallas-Fort Worth metroplex and north central Texas.

The Company marketed both branded and unbranded fuels to an asset base composed of three company-operated stores, 22 consignment accounts, 40 open dealer accounts, and a municipal and commercial fuels supply business. The Company also operated a fuels transportation company, Southwest Transport Co., that was used to primarily deliver fuel to the Martin Eagle controlled or supplied assets.

The Company’s shareholders first engaged Matrix to advise on strategic alternatives in 2015. Matrix provided the shareholders with a market valuation and discussed the primary value drivers for their business. At that time, the shareholders decided to focus on growing and optimizing the business in anticipation of a future sale. In 2018, the shareholders reengaged Matrix to execute a sale process in order to diversify their wealth and pursue other opportunities.

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 petroleum marketing, fuels distribution, and transportation assets.

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

Multiple offers were received, and the Company ultimately decided the greatest after-tax proceeds could be achieved through a bifurcated sale process. U.S. Oil, a subsidiary of U.S. Venture, was selected as the acquirer of the municipal and commercial fuels and transportation assets, and an undisclosed buyer acquired the company-operated stores and consignment and dealer accounts.

Matrix assisted in the negotiation of two separate asset purchase agreements and coordinated the due diligence processes and the multiple closings. The transaction with U.S. Oil closed in April 2020 and the transaction with the undisclosed buyer closed in September 2020.

• Client: Medical Gas Supply, LLC d/b/a Bestway Welding Supply
• Location: Houston, TX
• Industry: Industrial Products
• Buyer/Investor: American Welding & Gas, Inc.
• Close Date: September 2020
• Press Release: Matrix Announces the Successful Sale of Medical Gas Supply, LLC d/b/a Bestway Welding Supply

Situation
Medical Gas Supply, LLC d.b.a. Bestway Welding Supply (“Bestway”) is a distributor of industrial and specialty gas as well as welding supplies to various end markets in Houston, TX and the surrounding areas.

Since its founding in 2012, Bestway prioritized a customer-centric culture based on quality service and quickly became one of the region’s most respected independent gas suppliers.

Objective
Bestway’s owner, Mr. Ernest “Cotton” Speed, III, retained Matrix to sell 100% of the Company with a goal of maximizing proceeds at close, executing a successful transaction in an expedited timeframe, and positioning the business for future growth.

Impediments
Bestway quickly outgrew the functionality of its operational and financial systems, and the ability to extract meaningful data without a full-time controller on staff was limited.

Located in Houston, TX, Bestway had meaningful exposure to the oil and gas end markets, which deterred many viable buyers due to the potential volatility associated with its customer base.

The world began to experience the macroeconomic impact of the COVID-19 outbreak in conjunction with launching the marketing process, and many buyers required extended due diligence timelines to complete transactions or were sidelined as access to debt capital evaporated.

Solution
Matrix worked diligently with Bestway’s financial consultant to quickly generate a detailed and professional financial snapshot while also adding value by identifying several management adjustments that ultimately increased the Company’s earnings base and eventual purchase price.

Despite the financial and logistical uncertainties caused by COVID-19, Matrix successfully produced nearly 20 bids and proceeded with in-person and virtual management meetings.

Finalists generally exhibited a willingness to close without outside financing secured and under an expedited timeframe. Ultimately, American Welding & Gas, Inc. was chosen and closed approximately three months from Matrix receiving information to produce marketing materials.

• Client: Wadsworth Oil Company of Clanton, Inc.
• Location: Clanton, AL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Circle K Stores Inc.
• Close Date: August 2020
• Press Release: Matrix Announces the Successful Sale of Wadsworth Oil Company of Clanton, Inc.

Situation
Wadsworth Oil Company of Clanton, Inc. (“Wadsworth” or the “Company”) was founded in Tuskegee, Alabama, by William (Tamp) T. Wadsworth in the late 1920’s as a PAN-AM fuel wholesaler.  Jim Wadsworth, Tamp’s son, joined the family business in 1972 after graduating from Auburn University.

In 1977, the Company purchased a small Amoco distributor in Clanton, AL that became Wadsworth Oil Company of Clanton, Inc.  In 1979, Wadsworth built its first retail location in Clanton, AL and established its corporate headquarters.

Throughout the 1980s and 1990s, Jim led the Company to expand from being primarily a wholesale supplier to a convenience retailer after building six additional retail locations.  Throughout the 2000s, the Company continued to build and acquire new stores, while continuously reinvesting in its older stores through remodels and equipment upgrades.

The Company owned & operated convenience stores and truck stops (all branded “The Store”) throughout central Alabama.

Matrix was engaged to perform a valuation of the Company and advise on a sale process. Jim Wadsworth ultimately decided to exit the retail convenience store and petroleum marketing business to retire and diversify family wealth.

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

Solution
Matrix provided merger and acquisition advisory services to Wadsworth, 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 Circle K Stores Inc. 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 Circle K Stores Inc. closed in August 2020.

• Client: Midwestern Propane Gas Co.
• Location: Belleville, IL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: ThompsonGas, LLC
• Close Date: August 2020
• Press Release: Matrix - Midwestern Propane Gas PR - 8-6-20

Situation
Midwestern Propane Gas Co.’s (“MWP” or the “Company”) predecessor entity was established in 1936 by A.J. and Martha Urban, who opened their first retail heating fuel location in Belleville, Illinois. The entrepreneurs originally sold butane throughout the state, which at the time was a new heating and cooking fuel. During the 1930s and 1940s, as the Company grew and fostered positive relationships with its customers, it eventually transitioned from selling butane to propane in the 1950s.

Darrell Urban, grandson of the original founders and third generation owner, took over operations in 1985. Under Darrell’s leadership, MWP grew both organically and through a series of acquisitions. In total, Darrell and General Manager Ron Brodwater completed four acquisitions from 1995 to 2005.  In 2014, Don Urban, Darrell’s brother and 50% partner, sadly passed away.  Darrell continued to grow the Company, until his unfortunate passing in 2019, when his wife Susan became the primary shareholder.  MWP is now under the leadership of the Company’s President (and former long-time General Manager), Ron Brodwater.

MWP is one of the largest independent propane retailers in its region, serving ~5,000 residential and commercial customers throughout Illinois and Missouri.

The shareholders decided it was time to exit the industry 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 MWP.

Solution
Matrix provided merger and acquisition advisory services to MWP, 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 ThompsonGas, LLC 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 ThompsonGas closed in August 2020.

• Client: Alimentation Couche-Tard, Inc. dba Circle K
• Location: Quebec, Canada
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: 7-Eleven, Inc.
• Close Date: June 2020

• Client: Murphy Oil USA, Inc.
• Location: El Dorado, AR
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Monfort Companies
• Close Date: June 2020

• Client: Double Quick, Inc.
• Location: Indianola, MS
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Refuel Operating Company, LLC, d/b/a Refuel Markets
• Close Date: April 2020
• Press Release: ​​​​​​​Matrix Announces the Successful Sale of Double Quick, Inc.

Situation
Double Quick, Inc. (“Double Quick” or the “Company”) directly operates 48 convenience retailing and petroleum marketing locations, five stand-alone QSR sites, and offers proprietary food service or branded QSR concepts at 34 of its convenience stores.

Double Quick opened its first convenience store in Greenville, MS, in 1983 and soon after opened two additional stores.  The following year, Double Quick acquired 16 former “Mr. Quick” stores. The acquisition established Double Quick as a notable player in the Mississippi Delta convenience store market.

Under the leadership of Tom Gresham, President & Partner and Bill McPherson, Partner, the Company established its own proprietary hot food offerings in 1984 which eventually became known as Hot N’ Crispy Chicken & Seafood. Double Quick saw an opportunity in the early 1990s to bring branded fast food to its marketing platform and entered into a partnership with Church’s Chicken.  As the partnership with Church’s grew, Double Quick looked for other opportunities to expand its food offerings by also partnering with Krystal restaurants in 1995.

Headquartered in Indianola, Mississippi, Double Quick is the premier convenience retailer and petroleum marketer, as well as a substantial QSR-operator, across its footprint in the Mississippi Delta and Eastern Arkansas.

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 Double Quick.

Solution
Matrix provided merger and acquisition advisory services to Double Quick, 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 FR Refuel, LLC d/b/a Refuel, a portfolio company of First Reserve, a leading global private equity investment firm exclusively focused on energy, 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 Refuel closed in April 2020.

• Client: Martin Eagle Oil Company & Southwest Transport Co.
• Location: Denton, TX
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: U.S. Venture, Inc. d/b/a U.S. Oil
• Close Date: April 2020
• Press Release: Matrix Announces the Successful Sale of Martin Eagle Oil Company’s Municipal and Commercial Fuels Businesses and its Affiliate, Southwest Transport Co.

Situation
Martin Eagle Oil Company (“Martin Eagle” or the “Company”), founded in 1963 and headquartered in Denton, Texas, was a petroleum marketing, fuels distribution, and fuels transportation company serving customers primarily in and around the Dallas-Fort Worth metroplex and north central Texas.

The Company marketed both branded and unbranded fuels to an asset base composed of three company-operated stores, 22 consignment accounts, 40 open dealer accounts, and a municipal and commercial fuels supply business. The Company also operated a fuels transportation company, Southwest Transport Co., that was used to primarily deliver fuel to the Martin Eagle controlled or supplied assets.

The Company’s shareholders first engaged Matrix to advise on strategic alternatives in 2015. Matrix provided the shareholders with a market valuation and discussed the primary value drivers for their business. At that time, the shareholders decided to focus on growing and optimizing the business in anticipation of a future sale. In 2018, the shareholders reengaged Matrix to execute a sale process in order to diversify their wealth and pursue other opportunities.

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 petroleum marketing, fuels distribution, and transportation assets.

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

Multiple offers were received, and the Company ultimately decided the greatest after-tax proceeds could be achieved through a bifurcated sale process. U.S. Oil, a subsidiary of U.S. Venture, was selected as the acquirer of the municipal and commercial fuels and transportation assets, and an undisclosed buyer acquired the company-operated stores and consignment and dealer accounts.

Matrix assisted in the negotiation of two separate asset purchase agreements and coordinated the due diligence processes and the multiple closings. The transaction with U.S. Oil closed in April 2020 and the transaction with the undisclosed buyer closed in September 2020.

• Client: Shades of Light, LLC
• Location: Midlothian, VA
• Industry: Consumer Products
• Buyer/Investor: N/A
• Close Date: March 2020
• Press Release: Matrix Announces the Successful Recapitalization of Shades of Light, LLC

Situation
Shades of Light, LLC, headquartered in Midlothian, VA, is an industry-leading multi-channel retailer of lighting and other home décor products.

The Company was founded in 1986 as a single, small lighting store in Richmond, VA and has grown into a national brand with a sophisticated e-commerce website, regular catalog distributions, and multiple physical outlets.

Shareholders Bryan Johnson and Chris Menasco purchased the business in 2011 and implemented an aggressive growth strategy that included constructing a 115,000 square foot distribution and production facility, acquiring in-house manufacturing capabilities, and revitalizing the Company’s website to enhance customer experience.

Objective
Matrix was retained by Shades of Light, LLC to provide a full suite of liquidity alternatives that included majority and minority equity recapitalization partnerships as well as debt capital for the purpose of a membership interest redemption for a significant shareholder.

Solution
Carefully and strategically crafted transaction dynamic messaging to preserve potential capital provider interest while maintaining leverage through a structured process.

Proactively articulated a business narrative that refuted many anticipated buyer apprehensions.

Understood both the objectives of individual shareholders and the business needs to achieve its growth prospects in order to deliver a solution that exceeded client expectations.

• Client: Quarles Petroleum, Inc.
• Location: Fredericksburg, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Undisclosed buyer
• Close Date: February 2020
• Press Release: Matrix Announces the Successful Sale of Quarles Petroleum, Inc.’s Propane Rail Terminal

Situation
Quarles Petroleum, Inc., (“Quarles” or the “Company”) is a growing regional provider of residential propane, heating oil, commercial delivered fuels, and unattended fleet fueling locations. The family-owned firm, headquartered in Fredericksburg, serves customers in Virginia, Maryland, Delaware, West Virginia, Pennsylvania and North Carolina.
The Company’s state-of-the-art rail terminal provides wholesale distribution and throughput via 480,000 gallons of liquid propane gas storage capacity. Based in West Point, Virginia, the terminal is strategically located on the Norfolk Southern rail line along the York and Pamunkey Rivers.
After acquiring the rail terminal as part of the acquisition of Revere Gas, Matrix was retained by Quarles to perform a valuation of the rail terminal assets and to advise on a potential sale process. Ultimately, the Company decided to exit the rail terminal business to focus on its core retail propane operations.

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 rail terminal. Additionally, to support its retail operations in the region, the Company sought to negotiate an attractive post-closing propane throughput agreement with the buyer of the rail terminal.

Solution
Matrix provided merger and acquisition advisory services to Quarles, which included valuation advisory, marketing the business through a confidential, structured sale process, and negotiation of the sale.
Matrix executed a highly confidential sale process by contacting national and regional strategic buyers, and select private equity buyers, all of whom had the financial capacity to complete the transaction.
Matrix assisted in the negotiation of the purchase agreement, the creation of a post-closing throughput agreement between the parties, and also coordinated the due diligence and closing process.
The transaction closed in February 2020.

• Client: Boulden, Inc.
• Location: Newark, DE
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Sharp Energy, Inc., a subsidiary of Chesapeake Utilities Corporation (NYSE:CPK)
• Close Date: December 2019
• Press Release: Matrix Announces the Successful Sale of Boulden Brothers Propane

Situation
Boulden Brothers Propane (“Boulden” or the “Company”), was founded in 1946 and had grown to become one of the largest independent propane retailers in its region. Out of its Newark, Delaware headquarters, the Company serviced a customer base spanning over 5,000 residential and commercial propane accounts and sold over 3 million gallons of propane annually.

The Company’s leadership team, Mike and Tim Boulden, sought to divest the propane operations in order to focus on expanding the family’s plumbing & electrical services business. The plumbing & electrical businesses operated out of the same headquarters facility as the propane company, and the Boulden family desired to retain ownership of the real estate assets and other buildings on the headquarters property.

Matrix was retained to perform a valuation of the Company and to advise on a possible sale process. Ultimately, the Bouldens decided to sell the propane business to diversify the family’s wealth and focus on growing the operations of the plumbing & electrical services business.

Objective
To customize, execute, and complete a confidential sale process in a way that would allow the Boulden family to realize maximum after-tax value upon the sale, while also retaining key real estate assets.

Solution
Matrix provided merger and acquisition advisory services to Boulden, 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; and large, public companies including MLPs.

Multiple offers were received, and ultimately Sharp Energy (“Sharp”), a subsidiary of Chesapeake Utilities Corporation (NYSE: CPK), was selected as the buyer.

Matrix assisted in the negotiation of the asset purchase agreement, coordinated the due diligence process, and structured a temporary post-closing lease agreement between Boulden’s plumbing & electrical services business and Sharp.

The transaction with Sharp closed in December 2019.

• Client: IPC (USA), Inc.
• Location: Santa Ana, CA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: TACenergy, a division of The Arnold Companies
• Close Date: November 2019
• Press Release: Matrix Announces the Successful Sale of IPC (USA), Inc.

Situation
IPC USA, Inc. (“IPC” or “the Company”) was a wholly-owned subsidiary of Itochu Corporation (“Itochu”), a Japanese based global 500 conglomerate, that annually distributed approximately a billion gallons of unbranded petroleum products, primarily gasoline and diesel fuel, to a large, diverse customer base across 31 states.

IPC’s customers purchased fuel on a delivered, rack or pipeline basis and included high volume retailers, independent petroleum marketers, governmental agencies, truck stops, construction companies, auto rental agencies, and other commercial companies.

IPC was Itochu’s only American downstream petroleum operation and was formed in 2004 as a joint venture between Itochu and Chemoil.  In 2011, Itochu bought Chemoil’s interest in the joint venture, and formed the wholly owned subsidiary that is IPC (Itochu Petroleum Company).

Itochu decided to explore a sales process in order to reallocate capital to other portfolio companies and engaged Matrix to perform a valuation and advise on a possible sale process.

Objective
To customize, execute, and complete a confidential sale process that would allow Itochu to realize maximum after-tax value upon the sale of IPC and expeditiously wind down its US operations

Solution
Matrix provided merger and acquisition advisory services to IPC, 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 Truman Arnold Companies (“TAC”) 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 closed in October 2019.

• Client: The Hartley Company
• Location: Cambridge, OH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Campbell Oil Company
• Close Date: October 2019
• Press Release: Matrix Announces the Successful Sale of The Hartley Company

Situation
The Hartley Company (“Hartley” or the “Company”) was founded 1912, by W.H. Hartley when he built the country’s first service station located between Columbus, Ohio and the Pennsylvania state line.

In 1925, Hartley became a distributor for Shell Oil Company and quickly grew from 10 stations to one of the largest jobberships in Ohio.  In the 1970s, The Hartley Company established the Starfire brand concept to distinguish itself from other independent operators.

The Starfire branding revitalized the Company, and in the 2000s, under the fifth generation of Hartley leadership, the Company opportunistically acquired three dozen stores from BP.  Hartley grew to directly operated 16 retail locations with ~150 store employees and supply 24 dealer or commission marketer operated sites.

The Company’s President, Doug Hartley, and his family sought to exit the convenience store and petroleum marketing business to diversify their wealth and reinvest in other family companies.  Matrix was engaged to perform a valuation of the Company and advise on a possible sale process.

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 Hartley

Solution
Matrix provided merger and acquisition advisory services to Hartley, 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 Campbell Oil Company 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 Campbell Oil Company closed in October 2019.

• Client: G.G. Schmitt & Sons, Inc.
• Location: Lancaster, PA
• Industry: Industrial Products
• Buyer/Investor: Patrick Industries, Inc. (NASDAQ: PATK)
• Close Date: September 2019
• Press Release: Matrix Announces the Successful Sale of G.G. Schmitt & Sons, Inc.

Situation
G.G. Schmitt & Sons, Inc., headquartered in Lancaster, PA, is a manufacturer of component products serving the marine and various other industrial markets

Since its founding in 1951, the Company has operated as a family-oriented enterprise and has grown into one of the industry’s most reputable providers of fabricated and superior metal products

Objective
Matrix was retained by G.G. Schmitt & Sons, Inc. and the Schmitt family to pursue a 100% sale of the business with the goal of maximizing proceeds and positioning the Company and its management team for future growth

Solution
Highlighted the Company’s exceptional performance in its core market to a selected universe of buyers that valued marine industry fundamentals

Identified numerous synergistic opportunities for prospective acquirers that enhanced the Company’s earnings base

Closed the transaction within two months of launching to a select buyers universe, at a value that exceeded client expectations

• Client: Alligator Shell, LLC and PT Land Co., LLC
• Location: Richmond, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: 7-Eleven, Inc.
• Close Date: September 2019

• Client: Schmuckal Oil Company
• Location: Traverse City, MI
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: True North Energy LLC
• Close Date: August 2019
• Press Release: Matrix Announces the Successful Sale of Schmuckal Oil Company

Situation
Schmuckal Oil Company (“Schmuckal” or the “Company”) was formed 1955 when Art Schmuckal and George Slane developed a partnership to supply fuel to service stations in and around Traverse City, MI.  In the 1980s, Art’s son, Paul Schmuckal, took control of the Company and transitioned it from a wholesale supplier to a leading convenience retailer in northern Michigan.

Schmuckal Oil became a multi-branded fuels company through the acquisition of several Marathon stores in 2000 and had been consistently recognized as one of the best Shell operators in the country.

The Company owned and operated 25 convenience stores, a Pac-Pride cardlock, a small transportation fleet, and supplied fuel to two independent dealers.

Matrix was engaged to perform a valuation of the Company and advise on a possible sale process.  After undertaking various gift and estate tax planning measures, 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 Schmuckal.

Solution
Matrix provided merger and acquisition advisory services to Schmuckal, 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 True North Energy, LLC 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 True North Energy, LLC closed in August 2019.

• Client: Richmond Electric Supply Co., LLC
• Location: Richmond, VA
• Industry: Industrial Products
• Buyer/Investor: Locke Supply Co.
• Close Date: July 2019
• Press Release: Matrix Announces the Successful Sale of Richmond Electric Supply Co., LLC

Situation
Richmond Electric Supply Co., LLC (“RESCO”) is a full-line, stocking electrical wholesale distributor that serves commercial contractors, government and military agencies, residential contractors, and industrial and OEM markets on a regional and national scale.

Objective
The ownership group, including a family office and management, engaged Matrix to serve as its exclusive financial advisor to market the business to a select number of prospective buyers and run an expedited sale process.

Solution
Matrix tailored a process to meet the requirements outlined by the client, including approaching dozens of mid-sized, regional players in the electrical products distribution market.

Following the receipt of several bids and in-person diligence meetings, Matrix was able to negotiate with multiple parties to yield the most optimal outcome.

Closed the transaction with a party that achieved the goals of all constituents: an above-market price for the exiting shareholders and a supportive parent company that shared management’s vision for growth.

• Client: Fastrac Markets, L.L.C.
• 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
• Press Release: Matrix Announces the Successful Sale of Fastrac Markets, L.L.C.

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
• Press Release: Matrix Announces the Successful Sale of Apache Oil Company, Inc.'s Petroleum Marketing & Retail Fuels Distribution Business

Situation
Apache Oil Company, Inc. (“Apache” or the “Company”), founded in 1992 and headquartered in New London, Connecticut, operated a petroleum marketing and retail fuels distribution business in the northeast, primarily concentrated around New York City, New York and Boston, Massachusetts. The Company’s asset base consisted of 27 commission marketers, 12 lessee dealers, and 56 wholesale supply accounts, marketing under a variety of fuel brands, including Shell, Sunoco, ExxonMobil, Citgo, and Gulf.

The Company’s shareholders contacted Matrix in 2015 to consider strategic alternatives.  Matrix provided the shareholders with a market valuation and discussed with them the primary value drivers for the business.  The shareholders decided not to consider a sale, but instead to focus on continuing to grow and improve the business to optimize value at a later date.  In 2018, the shareholders reached back out to Matrix and asked Matrix to update the valuation based on the Company’s improved performance and the M&A market at the time.  Based  on the updated valuation, they made the strategic decision to divest their petroleum marketing and fuels distribution business in order to focus on Willy’s Fuels, LLC, a related entity supplying commercial fuels to customers in the heavy construction, pipeline logistics, and oil field services industries.

Additionally, the shareholders desired to retain the real estate control at a significant number of Apache sites and subsequently lease these highly desirable real estate assets to the buyer post-closing.

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 fuels distribution business, while also generating a considerable rental income stream through the retention of real estate at 22 strategically located properties.

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

Matrix assisted in the negotiation of the asset purchase agreement and the real estate lease agreements for assets where Apache would retain real estate control post-closing, and also coordinated the due diligence and closing processes for both transactions.  The transaction closed in 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: Certified Tire & Service Centers, Inc.
• Location: Riverside, CA
• Industry: Consumer Products
• Buyer/Investor: Monro, Inc. (NASDAQ: MNRO)
• Close Date: May 2019
• Press Release: Matrix Announces the Successful Sale of Certified Tire & Service Centers, Inc.

Situation
Certified Tire & Service Centers, Inc. (“Certified Tire”) is a leading independent automotive service chain on the West Coast with 40 active locations, making it the 3rd largest independent tire dealer headquartered in California and the 27th largest in the United States.

Objective
Jeff Darrow, President and Owner of Certified Tire, engaged Matrix to run a narrow process to a select group of large strategic acquirers.

Solution
Matrix identified several sophisticated, well-financed buyers in the automotive aftermarket that could value the enterprise off of four-wall profitability.

Management and Matrix quickly identified Monro, Inc. as a buyer with a stated interest in expanding to California and the ability to provide a transaction structure palatable to Mr. Darrow.

Monro ultimately closed on a highly complex transaction that included several related-party real estate entities, consents required from nearly 30 third-party landlords, multiple family members requiring new employment contracts, and the need to transition several back office employees that would cease employment shortly after closing.

• Client: West Oil Inc.
• Location: Hartsville, SC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: FR Refuel, LLC
• Close Date: May 2019
• Press Release: Matrix Announces the Successful Sale of West Oil, Inc.’s Petroleum Marketing & Convenience Store Assets

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: Tri-State Utilities Company
• Location: Chesapeake, VA
• Industry: Business Services
• Buyer/Investor: Hoffman Southwest Corp./ORIX Capital Partners
• Close Date: February 2019
• Press Release: Matrix Announces the Successful Sale of Tri-State Utilities Company

Situation
Tri-State Utilities Company (“Tri-State”) is a leading, award-winning, regional provider of trenchless repair, rehabilitation, inspection, and other maintenance services to the municipal utility market. Tri-State maintains long-term sewer and stormwater contracts with an enviable list of blue-chip customers making it a market leader in the Mid-Atlantic and Southeast.

Objective
Matrix was retained by Tri-State to pursue a sale of the business with the goal of achieving a liquidity event and to provide wealth diversification for the Company’s shareholders.

Solution
Matrix articulated Tri-State’s investment thesis to a broad universe of strategic and financial buyers that possessed an understanding of the industry and the growth opportunities that exist within the Company’s geography.

Received significant initial interest and numerous final bids for the Company from a broad suite of financial and private equity supported strategic buyers.

Matrix negotiated with Hoffman Southwest/ORIX Capital Partners and closed a transaction that achieved terms, conditions and valuation that aligned with the seller’s objectives.

• Client: Schmitt Sales, Inc.
• Location: Buffalo, NY
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Sunoco LP
• Close Date: December 2018
• Press Release: Matrix Announces the Successful Sale of Schmitt Sales, Inc.'s Convenience Retailing and Wholesale Fuel Assets

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
• Press Release: Matrix Announces the Successful Sale of Revere Gas, Inc.’s Propane Distribution and Rail Terminal Assets

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
• Press Release: Matrix Advises Giant Eagle, Inc. on the Successful Acquisition of Ricker Oil Company, Inc.

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
• Press Release: Matrix Announces the Successful Sale of Petr-All’s (d/b/a Express Mart) Petroleum Marketing and Convenience Retailing Assets

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: Engineered Metals and Composites, Inc.
• Location: West Columbia, SC
• Industry: Industrial Products
• Buyer/Investor: Patrick Industries, Inc. (NASDAQ: PATK)
• Close Date: September 2018
• Press Release: Matrix Announces the Successful Sale of Engineered Metals and Composites, Inc.

Situation
Engineered Metals and Composites, Inc. (“EM&C”) is a leading designer and manufacturer of custom marine towers, frames, and other fabricated component products for OEMs in the marine industry. EM&C is strategically positioned in a region that is home to some of the largest saltwater boat manufacturers in North America.

Objective
Matrix was retained by EM&C 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 worked closely with the management to team to develop a multi-step plan which included a direct approach to the major consolidator in the marine space, with all parties prepared to launch to the broader universe of targeted buyers if an acceptable bid was not presented.

Understanding the Company’s business and the seller’s objectives, Patrick Industries, Inc. elected to submit a preemptive offer that accomplished these goals and preempted a formal process.

Matrix negotiated exclusively with Patrick Industries, Inc. and closed a transaction that achieved terms, conditions, and value that exceeded the seller’s expectations.

• 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
• Press Release: Matrix Announces the Successful Sale of Croix Oil Company’s Convenience Retailing & Wholesale Motor Fuel Assets

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
• Press Release: Matrix Announces the Successful Sale of Croix Oil Company’s Convenience Retailing & Wholesale Motor Fuel Assets

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
• Press Release: Matrix Announces the Successful Sale of Tevis Oil, Inc.’s Convenience Retailing & Wholesale Motor Fuel Assets

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
• Press Release: Matrix Announces the Successful Sale of Carolina Convenience Corporation’s Petroleum Marketing Assets

Situation
Carolina Convenience Corporation (“CCC” or the “Company”), headquartered in Lexington, SC, operated eight S-Mart branded convenience stores in Columbia, SC, supplied approximately 30 open dealer accounts through its wholesale fuels distribution business, and directly operated five Hardee’s restaurants.

The S-Mart convenience stores sold BP and Exxon branded motor fuels, and the Company was also a Sunoco jobber for its dealer portfolio. Two of the Company’s stores were co-branded with Hardee’s restaurants operated by CCC.

The Company’s shareholders sought to exit the convenience store and petroleum marketing business to diversify their wealth and focus on growing their Hardee’s restaurant business and other ventures.

Matrix was retained to perform a valuation of the Company’s entire asset base, including the Hardee’s operations, and to advise on potential sale process scenarios. Ultimately, the Company decided to retain the Hardee’s assets and divest the convenience store and dealer assets.

Objective
To customize, execute, and complete a confidential sale process in a way that would allow the shareholders to realize maximum after-tax value upon the sale of the petroleum marketing and convenience store assets

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

Multiple competitive offers were received, and ultimately Applegreen plc (“Applegreen”), an affiliate of Dublin, Ireland based Petrogas Global Ltd., was selected as the buyer.

Matrix assisted in the negotiation of the asset purchase agreement, coordinated the due diligence process, and structured proposed lease terms for one location where the Company would continue to operate a Hardee’s restaurant on the convenience store property.

The transaction with Applegreen closed in August 2018.

• Client: Cheshire Oil Company, LLC
• Location: Keene, NH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Dead River Company
• Close Date: July 2018
• Press Release: Matrix Announces the Successful Sale of Cheshire Oil Company, LLC

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
• Press Release: Matrix Announces the Successful Sale of Cheshire Oil Company, LLC

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
• Press Release: Matrix Announces the Successful Sale of Champlain Oil Company, Inc. & Coco Mart, Inc.

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
• Press Release: Matrix Announces the Successful Sale of NEMO Oil Company

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
• Press Release: Matrix Announces the Successful Sale of Brabham Oil Company, Inc.

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
• Press Release: Matrix Announces the Successful Sale of 33 Cenex® Zip Trip Retail Locations in Washington and Idaho

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
• Press Release: Matrix Announces the Successful Sale of Polsinello Fuels, Inc.’s Propane, Heating Oil and Other Refined Fuel Products Business

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
• Press Release: Matrix Announces the Successful Sale of Crenco Food Stores’ Convenience Stores & Truck Stop

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: Connecticut Warehouse Distributors, Inc. and its Subsidiaries
• Location: Branford, CT
• Industry: Industrial Products
• Buyer/Investor: Factory Motor Parts
• Close Date: March 2018

Situation
Connecticut Warehouse Distributors, Inc. (“CWD”) is a leading distributor of aftermarket automotive parts. CWD has established itself as the largest distributor of Motorcraft and AC Delco products in the New England region.

Objective
Matrix was retained by CWD 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 clearly articulated CWD’s investment thesis to a broad universe of strategic and financial buyers that possessed an understanding of the industry and/or had experience with similar businesses.

Working closely with management, Matrix analyzed and evaluated a range of offers from interested buyers that tended to be based off of either a cash flow multiple or the assets of the business.

Completed a sale to a strategic buyer at a premium valuation relative to CWD’s assets.

• 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
• Press Release: Matrix Announces the Successful Sale of Jet-Pep, Inc. and Bama Terminaling and Trading, LLC

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
• Press Release: Matrix Announces the Successful Sale of Honey Farms, Inc.

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: Quality Assurance Services, Inc.
• Location: Virginia Beach, VA & Grand Rapids, MI
• Industry: Business Services
• Buyer/Investor: n/a
• Close Date: October 2017

Situation
Quality Assurance Services, Inc. (“QAS”) is a leading provider of quality assurance and outsourced solutions, including sorting and inspection services, to manufacturers of parts and components in the automotive industry.

Objective
Matrix was engaged by the owners of QAS to transition ownership and management of its business to an independent third party, while also providing partial liquidity for the current owners of the business via a capital raise.

Solution
Matrix prepared extensive offering materials, including a dynamic operating model, and approached a broad audience of relevant capital providers.

Despite the complicated nature of the transaction structure, Matrix was able to market the positive attributes of the overall business and soon-to-be CEO and received interest from a number of reputable, funded junior capital providers.

Completed a management and ownership transition under largely the same structure outlined in the original proposal.

• Client: Revere Gas, Inc.
• Location: Hartfield, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Revere Gas, Inc.
• Close Date: August 2017
• Press Release: Matrix Advises Revere Gas on the Acquisition of Two Propane Companies

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
• Press Release: Matrix Advises Revere Gas on the Acquisition of Two Propane Companies

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: Superior Transport, Inc.
• Location: Rome, GA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Empire Petroleum Partners, LLC
• Close Date: June 2017
• Press Release: Matrix Announces the Successful Sale of STi Fuels’ Consignment and Wholesale Fuels Business

Situation
The shareholders of Superior Transport, Inc., d/b/a STi Fuels, (“STi” or the “Company”) desired to sell their consignment and wholesale motor fuels supply business and the related transportation assets after many years successfully building the business.

Based in Rome, Georgia, STi was a leading petroleum marketer serving northern Alabama, northwestern Georgia, and southern Tennessee and distributing over 75 million gallons of motor fuels annually primarily through its proprietary Hi-Tech and Smile brands. The Company was also a jobber for both Shell and BP and provided unbranded fuels to customers using their own flags. At the time of the sale, STi retailed fuels through 47 consignment accounts and supplied wholesale fuels to 77 customers. The Company operated a trucking division that hauled fuel to its sites in Georgia and Tennessee, and the Company also operated a commercial fuels business under the Enterprise Oil trade name. Through separate LLCs, STi’s shareholders owned the real estate at several of the consignment and dealer sites.

Objective
To customize, execute, and complete a sale process that would allow the shareholders to realize maximum value for the assets of the Company and their related real estate holdings.

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

Matrix solicited offers that included the real estate owned by the shareholders as well as offers for STi’s fuel supply assets without the real estate. A number of competing offers were received, and after further negotiations with various potential buyers, Empire Petroleum Partners, LLC was selected as the purchaser for STi’s consignment and wholesale motor fuels supply business and the related transportation assets. STi retained the Enterprise Oil commercial fuels business, and the shareholders retained their real estate holdings to maintain the rental income stream.

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

The transaction closed in June 2017.

• Client: Leonard E. Belcher, Inc.
• Location: Springfield, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Petroleum Marketing Group, Inc.
• Close Date: April 2017
• Press Release: Matrix Announces the Successful Sale of Leonard E. Belcher, Inc.’s Retail Assets and Branded and Unbranded Wholesale Businesses

Situation
Located in Springfield, Massachusetts, Leonard E. Belcher, Inc. (“L.E. Belcher” or the “Company”) began operations in the late 1920s and was purchased by Charles Hough in the early 1950s and subsequently sold to his son, Edward Hough, in the 1990s.

The Hough family grew L.E. Belcher into a leading fuel distributor with two distillate terminals, a distillate storage facility, commercial and wholesale fuels businesses, and retail operations.  The Company was a multi-branded, multi-state fuel distributor that stretched from Western Massachusetts to as far south as New Jersey and Pennsylvania.

Matrix was retained to perform a valuation of the business segments of the Company and advise on a partial or total sale of the Company.  Ultimately, Mr. Hough decided to sell all of the Company’s petroleum assets to diversify his family’s wealth and to make a complete exit from the industry.

Objective
To customize, execute and complete a confidential sales process that would allow L.E. Belcher’s shareholders to realize maximum after-tax value for a mixed portfolio of assets that would likely yield a lower overall value if sold to a single buyer.

Solution
Matrix provided merger and acquisition advisory services to L.E. Belcher, which included a valuation of the Company’s business segments, marketing of the Company’s assets through a customized, confidential, structured sale process that allowed potential buyers to offer on components of the Company, and the negotiation of two separate transactions.

Multiple offers were received and after further negotiations with various potential buyers, Petroleum Marketing Group (“PMG”) was selected as the purchaser of the retail and wholesale motor fuels assets and Sprague Resources LP (“Sprague”) (NYSE: SRLP) was selected as the purchaser of the Company’s terminal and commercial fuels businesses.

Matrix assisted in the negotiation of both purchase agreements, simultaneous due diligence and consecutive closings for two buyers within a span of less than two months.

The transaction closed in February (Sprague) and April (PMG) of 2017.

• Client: Bradley Petroleum, Inc. and Sav-O-Mat
• Location: Centennial, CO
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Stinker Stores, Inc.
• Close Date: February 2017
• Press Release: Matrix Announces the Successful Sale of Bradley Petroleum, Inc. and Sav-O-Mat, Inc.

Situation
Headquartered in Denver, Colorado, Bradley Petroleum, Inc. and Sav-O-Mat, Inc. (“Bradley” or the “Company”) span over a 100 year history, and four generations, in the petroleum marketing and convenience retailing industry, including owning and operating the first Denver-based gas station in 1912.

Over recent decades, Buzz and Brad Calkins continued the Company’s growth by expanding further west, and south into New Mexico.

Matrix performed a valuation of the Company and advised on a possible sale process.  After undertaking various gift and estate tax planning measures, the shareholders of Bradley 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 Bradley’s shareholders to realize maximum after-tax value for the Company.

Solution
Matrix provided merger and acquisition advisory services to Bradley, 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, Stinker Stores, Inc. (“Stinker Stores”) was selected as the acquirer.

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

The transaction with Stinker Stores closed in February of 2017.

• Client: Leonard E. Belcher, Inc.
• Location: Springfield, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Sprague Operating Resources LLC
• Close Date: February 2017
• Press Release: Matrix Announces the Successful Sale of Leonard E. Belcher, Inc.’s Terminals and Commercial Fuels and Wholesale Distillate Businesses

Situation
Located in Springfield, Massachusetts, Leonard E. Belcher, Inc. (“L.E. Belcher” or the “Company”) began operations in the late 1920s and was purchased by Charles Hough in the early 1950s and subsequently sold to his son, Edward Hough, in the 1990s.

The Hough family grew L.E. Belcher into a leading fuel distributor with two distillate terminals, a distillate storage facility, commercial and wholesale fuels businesses, and retail operations.  The Company was a multi-branded, multi-state fuel distributor that stretched from Western Massachusetts to as far south as New Jersey and Pennsylvania.

Matrix was retained to perform a valuation of the business segments of the Company and advise on a partial or total sale of the Company.  Ultimately, Mr. Hough decided to sell all of the Company’s petroleum assets to diversify his family’s wealth and to make a complete exit from the industry.

Objective
To customize, execute and complete a confidential sales process that would allow L.E. Belcher’s shareholders to realize maximum after-tax value for a mixed portfolio of assets that would likely yield a lower overall value if sold to a single buyer.

Solution
Matrix provided merger and acquisition advisory services to L.E. Belcher, which included a valuation of the Company’s business segments, marketing of the Company’s assets through a customized, confidential, structured sale process that allowed potential buyers to offer on components of the Company, and the negotiation of two separate transactions.

Multiple offers were received and after further negotiations with various potential buyers, Petroleum Marketing Group (“PMG”) was selected as the purchaser of the retail and wholesale motor fuels assets and Sprague Resources LP (“Sprague”) (NYSE: SRLP) was selected as the purchaser of the Company’s terminal and commercial fuels businesses.

Matrix assisted in the negotiation of both purchase agreements, simultaneous due diligence and consecutive closings for two buyers within a span of less than two months.

The transaction closed in February (Sprague) and April (PMG) of 2017.

• Client: Campbell Oil Company
• Location: Masillon, OH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Lykins Energy Solutions
• Close Date: December 2016
• Press Release: Matrix Announces the Successful Sale of Campbell Oil Company’s Heating Oil & Commercial Fuels Business to Lykins Energy Solutions

Situation
Headquartered in Massillon, Ohio, Campbell Oil Co. (“Campbell Oil” or the “Company”) was founded in 1939 by Chester Campbell as a distributor of gasoline, kerosene and fuel oil. The Company experienced significant growth organically and through acquisitions in the 1980s and 1990s, when it made a serious commitment to being a convenience retailer.

Brian Burrow, President of Campbell Oil, has continued the Company’s growth by shaping a successful retail strategy to become a preeminent convenience brand in Ohio.

The shareholders of Campbell Oil decided it was time to exit the heating oil and commercial fuels business, in order to reinvest additional capital into its faster growing, 56-unit convenience retail chain trading as BellStores®.

Objective
To customize, execute and complete a confidential sales process that would allow Campbell Oil’s shareholders to realize maximum after-tax value for the heating oil and commercial fuels business.

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

Multiple offers were received and after further negotiations with various potential buyers, Lykins Energy Solutions (“Lykins Energy”) was selected as the purchaser.

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

The transaction with Lykins Energy closed in December of 2016.

• Client: 7-Eleven, Inc.
• Location: Irving, TX
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Parkland Fuel Corporation
• Close Date: December 2016
• Press Release: Matrix Announces the Successful Sale of 7-Eleven’s Wyoming Stores

Situation
7-Eleven, Inc. (“7-Eleven” or the “Company”) acquired CST Brands, Inc.’s (“CST”) West Coast Portfolio, which consisted of seventy-six stores in California and three stores in southeastern Wyoming. The transaction between 7-Eleven and CST closed on July 7, 2016.

The three stores located in Wyoming included two truck stops, one of which was a recently redeveloped 10,300 square foot facility, and one high-volume convenience store.

Due to the fact that 7-Eleven did not operate any stores in Wyoming at the time of the closing on CST’s West Coast Portfolio, it entered into an agreement with CST to have CST continue to operate the three stores located in Wyoming through a temporary lease agreement until the Company determined the best course of action for these stores.

7-Eleven determined it was in its best interest to divest of these Wyoming properties due to its lack of store concentration around these markets.

Objective
To customize, execute, and complete an expedited sale process that would allow 7-Eleven to realize maximum value for these Wyoming assets prior to the expiration of the temporary lease agreement with CST.

Solution
Matrix provided merger and acquisition advisory services to 7-Eleven, which included valuation advisory, marketing of the assets through a customized, confidential, structured sale process, and negotiation of the transaction.

Matrix contacted a select group of national and regional strategic buyers who had the financial capacity to complete the transaction. Several competing offers were received, and Parkland Fuel Corporation (TSE: PKI) was selected as the purchaser.

Matrix assisted in the negotiation of the purchase agreement and helped coordinate the due diligence and closing process.

The transaction closed in December 2015, five months after Matrix was engaged to conduct the sale process.

• Client: F.L. Roberts and Company, Inc.
• Location: Springfield, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Atlantic Coast Enterprises, LLC.
• Close Date: October 2016
• Press Release: Matrix Announces the Successful Sale of F.L. Roberts’ Convenience Store, Car Wash and Jiffy Lube Businesses

Situation
After retaining Matrix to perform a valuation of F.L. Roberts and Company, Inc. (“F.L. Roberts” or the “Company”), the majority shareholder of F.L. Roberts decided it was time to sell the Company’s assets in order to retire and diversify the family wealth.

The Company, headquartered in Springfield, MA, owned and operated a chain of 26 convenience stores and retail fuel outlets, 22 Golden Nozzle car washes, and 9 Jiffy Lube quick lube facilities primarily in the greater Springfield, MA and Hartford, CT markets .

The Company also operated a wholesale motor fuels distribution business and a fuels transportation business in these markets, which one of the Company’s principals desired to acquire from the Company and continue to grow.

Objective
To customize, execute, and complete a sale process that would allow F.L. Roberts to realize maximum value for their convenience store, car wash, and Jiffy Lube assets.

Solution
Matrix provided valuation guidance to F.L. Roberts’ shareholders and then structured a multifaceted sale process designed to maximize value by driving competition for each of the Company’s divisions. In order to effectively market the businesses, it was important to position the Company’s rewards program that was utilized in all of its divisions in a way that allowed the program to continue post-transaction, even if the businesses were sold to different buyers.

Matrix contacted a select group of regional and national petroleum marketers/convenience store operators, car wash companies, Jiffy Lube franchisees, and private equity groups. Prospective buyers could submit offers for all of the convenience store, car wash, and Jiffy Lube assets together as one portfolio or offers for one or more of the divisions.

Matrix received several competing offers for the entire portfolio, the convenience store division, the combined convenience store and car wash divisions, and the Jiffy Lube division.

After management meetings with certain groups, a second round of offers, and further negotiations with each party, Nouria Energy Corporation was selected to acquire the convenience store and car wash divisions and Atlantic Coat Enterprises, LLC was chosen to purchase the Jiffy Lube assets.

Matrix assisted in the negotiations of the purchase agreements and helped coordinate the closings. Both transactions closed in October 2016.

• Client: F.L. Roberts and Company, Inc.
• Location: Springfield, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Nouria Energy Corporation
• Close Date: October 2016
• Press Release: Matrix Announces the Successful Sale of F.L. Roberts’ Convenience Store, Car Wash and Jiffy Lube Businesses

Situation
After retaining Matrix to perform a valuation of F.L. Roberts and Company, Inc. (“F.L. Roberts” or the “Company”), the majority shareholder of F.L. Roberts decided it was time to sell the Company’s assets in order to retire and diversify the family wealth.

The Company, headquartered in Springfield, MA, owned and operated a chain of 26 convenience stores and retail fuel outlets, 22 Golden Nozzle car washes, and 9 Jiffy Lube quick lube facilities primarily in the greater Springfield, MA and Hartford, CT markets .

The Company also operated a wholesale motor fuels distribution business and a fuels transportation business in these markets, which one of the Company’s principals desired to acquire from the Company and continue to grow.

Objective
To customize, execute, and complete a sale process that would allow F.L. Roberts to realize maximum value for their convenience store, car wash, and Jiffy Lube assets.

Solution
Matrix provided valuation guidance to F.L. Roberts’ shareholders and then structured a multifaceted sale process designed to maximize value by driving competition for each of the Company’s divisions. In order to effectively market the businesses, it was important to position the Company’s rewards program that was utilized in all of its divisions in a way that allowed the program to continue post-transaction, even if the businesses were sold to different buyers.

Matrix contacted a select group of regional and national petroleum marketers/convenience store operators, car wash companies, Jiffy Lube franchisees, and private equity groups. Prospective buyers could submit offers for all of the convenience store, car wash, and Jiffy Lube assets together as one portfolio or offers for one or more of the divisions.

Matrix received several competing offers for the entire portfolio, the convenience store division, the combined convenience store and car wash divisions, and the Jiffy Lube division.

After management meetings with certain groups, a second round of offers, and further negotiations with each party, Nouria Energy Corporation was selected to acquire the convenience store and car wash divisions and Atlantic Coat Enterprises, LLC was chosen to purchase the Jiffy Lube assets.

Matrix assisted in the negotiations of the purchase agreements and helped coordinate the closings. Both transactions closed in October 2016.

• Client: Dealers Building Supply, Inc.
• Location: Indianapolis, IN
• Industry: Building Products
• Buyer/Investor: An Investor Group including The Firefly Group and Kocolene Development Corporation
• Close Date: October 2016

• Client: State Oil Company
• Location: Libertyville, IL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: CrossAmerica Partners LP (NYSE:CAPL)
• Close Date: September 2016
• Press Release: Matrix Announces the Successful Sale of State Oil Company’s Retail Assets and Wholesale Fuels Distribution Business

Situation
State Oil Company (“State Oil” or the “Company”) and Matrix’s relationship dates back to 2011 when the Company originally retained Matrix to perform a valuation of its retail and wholesale fuels distribution assets. In conjunction with this corporate valuation, Matrix helped State Oil review a potential sale of the Company, but the Company’s shareholders decided to retain the business and make operational improvements.

As result of its previous experience with Matrix, State Oil again reviewed a potential sale of the Company with Matrix in 2014 and once again in 2015. This last review ultimately resulted in the Company’s shareholders deciding it was time to sell the Company.

Objective
To customize, execute, and complete a sale process that would allow State Oil to realize the maximum value for its retail and fuels distribution assets.

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

Matrix executed a highly confidential sale process by contacting select national and regional strategic buyers who had the financial capacity to complete the transaction.

Multiple competing offers were received and CrossAmerica Partners LP (NYSE: CAPL) was selected to purchase State Oil’s retail and wholesale fuels distribution assets.

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

The transaction with CrossAmerica Partners LP closed in September 2016.

• Client: Budget Signs, LLC
• Location: Roanoke, VA
• Industry: Business Services
• Buyer/Investor: A franchisee of FASTSIGNS and a portfolio company of Levine Leichtman Capital Partners
• Close Date: September 2016

Situation
Budget Signs, LLC, headquartered in Roanoke, VA, was founded in 1999 and has grown into a leading regional full-service sign and crane company that fabricates, installs and services signs in western Virginia, southern West Virginia and northern North Carolina.

Objective
Matrix was retained by Budget Signs to pursue a 100% sale of the business to a strategic buyer with the goal of achieving a liquidity event and retirement for the Company’s shareholders.

Solution
Matrix marketed the business and clearly communicated transaction objectives to a broad universe of strategic buyers.

After bids were received and management meetings were held, the winning buyer emerged based on their willingness to pay an attractive valuation for the business, purchase the related-party real estate, and only require a 3-month transition period from selling shareholders.

• Client: Mutual Oil Co., Inc.
• Location: Brockton, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Truman Arnold Companies
• Close Date: June 2016
• Press Release: Matrix Announces the Successful Sale of Mutual Oil Co., Inc.’s Unbranded Wholesale Fuels Distribution Business

Situation
Mutual Oil Co., Inc. (“Mutual”) decided to sell its unbranded refined petroleum products distribution business in order to make a complete industry exit and provide capital to its owners for retirement. At the time of the sale Mutual sold close to 650 million annual gallons of primarily gasoline and diesel motor fuel, to single and multi-site dealers, high volume retailers, resellers, commercial entities, governments and municipalities, and marinas. After successfully divesting Mutual’s retail operations (in 2013) and branded contract dealer and transportation businesses (in 2015), Matrix was retained to sell Mutual’s remaining distribution business.

Objective
To customize, execute and complete a sales process that would protect Mutual’s non-contract customers while realizing the maximum value for its unbranded refined petroleum product distribution business.

Solution
Matrix provided Mutual with merger and acquisition advisory services, which included valuation advisory, transaction structuring, marketing and assistance in the negotiation of the purchase agreement.

Matrix executed a highly confidential sale process by contacting select national and regional wholesale fuels distributors that had the financial capacity to complete the transaction.

Multiple offers were received and Truman Arnold Companies (“TAC”) was selected to purchase Mutual’s business.

Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence, which resulted in the transition of the majority of Mutual’s employees and limited customer interruption.

The transaction with TAC closed in May of 2016.

• Client: District Petroleum Products, Inc.
• Location: Huron, OH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Dunne Manning, Inc.
• Close Date: May 2016
• Press Release: Matrix Announces the Successful Sale of District Petroleum Products, Inc. & Related Entities

Situation
Huron, Ohio-based District Petroleum Products, Inc. (the “Company” or “DPP”) was founded in 1951. In its early years, DPP operated as a small Shell jobbership, distributing gasoline to dealer-operated locations, as well as retailing home heating oil to residential customers and supplying lubricants to industrial accounts. In 1976, the Hy-Miler brand was born, and as DPP added new locations to its Shell jobbership, Hy-Miler eventually became the name of the Company’s owned and operated convenience store chain.

Over the next three decades, the Company grew its Hy-Miler chain to 22 stores, while continuing to distribute and transport motor fuels to dealers and marinas throughout Ohio. In addition to third party dealers and marinas, DPP also hauled motor fuel to its Hy-Miler stores via its own transportation fleet.

Matrix was retained to perform a valuation of the Company and advise on a possible sale process. Thereafter, the shareholders of DPP 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 DPP’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, Dunne Manning, Inc. (“Dunne Manning”) 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 Dunne Manning closed in May of 2016.

• Client: Harbor Petroleum of New England, Inc.
• Location: Naugatuck, CT
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: 7-Eleven, Inc., and its wholly owned subsidiary SEI Fuels
• Close Date: May 2016
• Press Release: Matrix Announces the Successful Sale of Harbor Petroleum of New England, Inc.’s Contract Dealer Business

• Client: BLR
• Location: Brentwood, TN
• Industry: Business Services
• Buyer/Investor: Management and Tenth Street Capital & Northcreek Mezzanine
• Close Date: March 2016

Situation
Fortis Business Media, LLC (d/b/a BLR), headquartered in Brentwood, TN, is a leading provider of compliance and training solutions in the B2B arena.

Objective
Matrix was retained by BLR to pursue a recapitalization of the business, with the objective of selling a majority of the founder’s ownership interest and finding a financial partner to support the growth trajectory of the business.

Solution
Matrix marketed the business to a broad universe of generalist private equity buyers and limited number of private equity buyers with relevant assets/portfolio companies.

Received multiple initial indications of interest and several letters of intent, providing the Company’s Board of Directors and management team the opportunity to select from a menu of diverse options/structures.

Completed a recapitalization with the Company’s existing mezzanine lenders that included the redemption of a significant portion of the ownership interest of its founder and largest shareholder.

• Client: Alta East, Inc.
• Location: Middletown, NY
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: A subsidiary of Sunoco LP (NYSE: SUN)
• Close Date: December 2015
• Press Release: Matrix Announces the Successful Sale of Alta East, Inc.’s Fuels Distribution Business

Situation
Alta East, Inc. (“Alta East” or the “Company”), with roots dating back to 1929, operated a fuels distribution and transportation business that was located primarily in the Hudson Valley of New York, from the greater New York City metropolitan area to just north of Lake George, New York

After substantially growing the business through an acquisition in 2013, the Company’s sole shareholder, D.W. Porto, contacted Matrix regarding his desire to sell the Company’s fuels distribution and transportation businesses in order to redeploy capital to other non-petroleum related business segments

Objective
To create, manage, and execute on a confidential sale process that would allow Alta East to realize maximum value for its fuels distribution and transportation assets

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

Several competing offers were received and after further negotiations with the various potential buyers, definitive purchase agreements were finalized with Susser Petroleum Operating Company, LLC, a wholly owned subsidiary of Sunoco LP (NYSE: SUN)

The transaction was structured with two purchase agreements that separately covered the Company’s fuels distribution and fuels transportation assets

Matrix advised Alta throughout the negotiation of the purchase agreement and coordinated the due diligence and closing process

Both components of the transaction closed on the same day in December 2015

• Client: CMA Supply Co., Inc.
• Location: Indianapolis, IN
• Industry: Building Products
• Buyer/Investor: Carters-Waters, a portfolio company of Merit Capital Partners and Aiglon Capital Management, LLC
• Close Date: December 2015

• Client: Biscayne Petroleum, LLC & Everglades Petroleum, LLC
• Location: Miami, FL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: 7-Eleven, Inc. and its wholly owned subsidiary, SEI Fuel Services, Inc.
• Close Date: November 2015
• Press Release: Matrix Announces the Successful Sale of Biscayne Petroleum, LLC and Everglades Petroleum, LLC

Situation
Biscayne Petroleum, LLC and Everglades Petroleum, LLC (collectively the “Company”) were formed in 2011 for the purpose of acquiring convenience stores and gas stations that were being sold by ExxonMobil Corporation. By operating the Company alongside its sister company, Victory Petroleum, Inc., the Company’s shareholders intended to hold both Biscayne Petroleum and Everglades Petroleum as long-term strategic investments.

Robust M&A activity in 2014 and early in 2015 led the shareholders to  believe that there might be a potential opportunity in the marketplace to exit at a very attractive valuation well before the shareholders’ expected holding period. Matrix was contacted to perform a valuation of the Company.

Matrix worked with Management to understand the assets and opportunity it presented for potential buyers and discussed the likely transaction value range along with a recommended sale process, which the owners decided to move forward on.

Objective
To maximize transaction proceeds in a sale of 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.

Matrix executed a highly confidential sale process by contacting select strategic, financial, and international buyers who Matrix knew would have an interest in C&G assets in these markets and had the financial capacity to complete the transaction.

Several, highly competitive offers were received and 7-Eleven, Inc. and its wholly owned subsidiary, SEI Fuel Services, Inc., were selected as the purchaser.

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

The transaction closed in November 2015.

• Client: CrossAmerica Partners LP (formerly operated by wholly owned subsidiary, Petroleum Marketers, Inc.)
• Location: Roanoke, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Quarles Petroleum, Inc., Davenport Energy, Inc. and Woodfin Heating, Inc.
• Close Date: November 2015
• Press Release: Matrix Announces the Successful Sale of CrossAmerica Partners LP’s Fuels Transportation, Heating Oil & Tank Wagon Commercial Fuels Businesses

Situation
In May of 2014, Lehigh Gas Partners LP (“Lehigh“), the predecessor of CrossAmerica Partners LP (the “Company” or “CrossAmerica”), purchased Petroleum Marketers, Inc. (PMI), which at the time operated convenience stores and a petroleum products distribution network. Shortly after the acquisition, CrossAmerica decided to divest the fuels transportation, residential heating oil and tank wagon commercial fuels businesses, which consisted of customers, bulk storage plants, operational facilities and fleet assets that served customers throughout the Commonwealth of Virginia. After successfully divesting select retail assets for Lehigh in 2010, Matrix was retained by the Company to advise and lead a competitive sales process for these PMI businesses.

Objective
To customize, execute, and complete a sale process that would allow CrossAmerica to realize the maximum value for its fuels transportation, residential heating oil and tank wagon commercial fuels businesses that were formerly operated by PMI.

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

Several competing offers were received and after further negotiations with various potential buyers, Reliable Tank Line, LLC, a division of Quality Oil Company, LLC, was selected to purchase the fuels transportation business and Quarles Petroleum, Inc.; Davenport Energy, Inc.; and Woodfin Heating, Inc. were selected to purchase different branches of the heating oil and tank wagon commercial fuels business.

Matrix assisted in the negotiation of the purchase agreements for CrossAmerica and coordinated the due diligence and closing process.

Simultaneous transactions with the various buyers closed in October of 2015.

• Client: CrossAmerica Partners LP (formerly operated by wholly owned subsidiary, Petroleum Marketers, Inc.)
• Location: Roanoke, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Reliable Tank Line, LLC, a division of Quality Oil Company, LLC
• Close Date: November 2015
• Press Release: Matrix Announces the Successful Sale of CrossAmerica Partners LP’s Fuels Transportation, Heating Oil & Tank Wagon Commercial Fuels Businesses

Situation
In May of 2014, Lehigh Gas Partners LP (“Lehigh“), the predecessor of CrossAmerica Partners LP (the “Company” or “CrossAmerica”), purchased Petroleum Marketers, Inc. (PMI), which at the time operated convenience stores and a petroleum products distribution network. Shortly after the acquisition, CrossAmerica decided to divest the fuels transportation, residential heating oil and tank wagon commercial fuels businesses, which consisted of customers, bulk storage plants, operational facilities and fleet assets that served customers throughout the Commonwealth of Virginia. After successfully divesting select retail assets for Lehigh in 2010, Matrix was retained by the Company to advise and lead a competitive sales process for these PMI businesses.

Objective
To customize, execute, and complete a sale process that would allow CrossAmerica to realize the maximum value for its fuels transportation, residential heating oil and tank wagon commercial fuels businesses that were formerly operated by PMI.

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

Several competing offers were received and after further negotiations with various potential buyers, Reliable Tank Line, LLC, a division of Quality Oil Company, LLC, was selected to purchase the fuels transportation business and Quarles Petroleum, Inc.; Davenport Energy, Inc.; and Woodfin Heating, Inc. were selected to purchase different branches of the heating oil and tank wagon commercial fuels business.

Matrix assisted in the negotiation of the purchase agreements for CrossAmerica and coordinated the due diligence and closing process.

Simultaneous transactions with the various buyers closed in October of 2015.

• Client: Pester Marketing Company and Subsidiaries
• Location: Denver, CO
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: World Fuel Services, Inc.
• Close Date: October 2015
• Press Release: Matrix Announces the Successful Sale of Pester Marketing Company & Subsidiaries

Situation
After retaining Matrix to perform multiple valuations over the past decade and to provide corporate finance advisory services for Pester Marketing Company (“Pester” or the “Company”) during its refinance in 2012, the shareholders and senior management of Pester decided it was time to sell the Company.

Founded in Iowa in 1955, Pester was built by respected energy industry leader, Jack Pester, Chairman, whose energy career has spanned more than 50 years. Mr. Pester’s diverse industry background throughout multiple segments of the energy stream provided him with the experience to integrate blending and terminaling operations to develop Pester into one of the largest, uniquely integrated privately-held convenience retailers and petroleum marketing companies in the U.S.

Objective
To customize, execute, and complete a confidential sale process that would allow Pester’s shareholders to realize maximum after-tax value for its retail, wholesale, and transportation businesses.  After a thorough tax analysis, it was determined an equity transaction was necessary due to the low tax basis of assets within the c-corporation and inherent double-layer of taxation under an asset sale transaction.

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

Several competing offers were received and after further negotiations with various potential buyers, World Fuel Services Corp. (NYSE:INT) was selected as the buyer.

Matrix assisted in the negotiation of the stock purchase agreement for Pester and coordinated the due diligence and closing process.

Senior Pester management personnel interested in employment with the Company post-close executed employment agreements with World Fuel Services.

The transaction with World Fuel Services closed in September 2015.

• Client: Stop-a-Sec, Inc. and Seck Enterprises Inc.
• Location: Luck, WI
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: TravelCenters of America LLC
• Close Date: October 2015
• Press Release: Matrix Announces the Successful Sale of Stop-a-Sec Stores

Situation
After receiving an offer for select retail assets of Stop-a-Sec Inc. and Seck Enterprises, Inc. (“Stop-A-Sec” or the “Company”), the management of Stop-A-Sec retained Matrix to perform a valuation and advise on a possible divestment process.

The company operated eight Holiday branded retail stores strategically located to serve commuter and recreational traffic along the St. Croix National Scenic Riverway in western Wisconsin.

Matrix recommended that a competitive sale process would most likely yield a higher value than the original offer that the Company had received and Stop-A-Sec decided to pursue a competitive sale process for the eight stores.

Objective
To customize, execute, and complete a sale process that would allow Stop-A-Sec to realize the maximum value for its retail stores.

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

Several competing offers were received and after further negotiations with various potential buyers, TravelCenters of America LLC (“TA”) was selected as the purchaser at a substantial premium to the original offer price.

Matrix assisted in the negotiation of the purchase agreement for Stop-A-Sec and coordinated the due diligence and closing process. The transaction with TA successfully closed in October of 2015.

• Client: Kocolene Marketing, LLC
• Location: Seymour, IN
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Mac’s Convenience Stores, LLC (a wholly owned subsidiary of Alimentation Couche-Tard, Inc.)
• Close Date: September 2015
• Press Release: https://matrixcmg.com/wp-content/uploads/2015/09/Matrix-Kocolene-PR-9-24-15.pdf

Situation
Kocolene Marketing, LLC (“Kocolene” or the “Company), based in Seymour, Indiana, is a fuels distribution, petroleum marketing and convenience store company with operations in Indiana and Kentucky. The Company operated 14 Fast Max branded convenience stores with gas, 7 gas stations with small format stores, and 14 Smoker’s Host retail tobacco stores as well as a wholesale motor fuels distribution business.

The Company is a wholly owned subsidiary of Kocolene Development Corporation, a fourth generation, family run business that also owned a warehousing, logistics, and recycling business and an environmental remediation services company.

The shareholders desired to divest the Fast Max convenience stores in order to redeploy the capital into other investment opportunities. Due to the uncertainty surrounding the expiration of certain tax code provisions, the shareholders needed to complete a transaction quickly before the end of their tax year.

Objective
To customize, execute, and complete an expedited sale process that would allow the shareholders to realize maximum value for the convenience store assets.

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

Matrix contacted a select group of national and regional strategic buyers who had the financial capacity to complete the transaction. Several competing offers were received, and Alimentation Couche-Tard, Inc. was selected as the purchaser.

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

The transaction closed in September 2015, approximately 5 months after Matrix was engaged.

• Client: Savings Oil Company
• Location: Tupelo, MS
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Various Individual Buyers
• Close Date: September 2015

• Client: Thoroughbred Energy, LLC and Related Entities
• Location: Lexington, KY
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: TravelCenters of America LLC
• Close Date: August 2015
• Press Release: Matrix’s Downstream Energy & Retail Group Announces Three Successful Sell-Side Advisory Assignments, Brings 2015 Firm-Wide Transaction Closings to Seventeen

Situation
After retaining Matrix to perform a valuation of Thoroughbred Energy, LLC and its related affiliates (“Thoroughbred” or the “Company”), the shareholders of Thoroughbred decided it was time to sell the Company after growing it for nearly three decades.

Thoroughbred, based in Lexington, Kentucky, had operations clustered around the greater Lexington area and in southern Kentucky along Interstate 75. The portfolio of assets included 32 company operated convenience stores, 2 dealer operated convenience stores and wholesale fuel supply contracts for another 11 dealer locations. Seventeen (17) of the convenience stores were owned fee simple, and the remaining 17 convenience stores were leased or ground leased from unrelated third parties. The Company’s convenience stores averaged 3,000 square feet, and all of the stores were Shell branded.

Objective
To customize, execute, and complete a sale process that would allow the shareholders to realize maximum value for the assets of the Company.

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

A number of competing offers were received, and after further negotiations with various potential buyers, TravelCenters of America LLC was selected as the purchaser.

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

The transaction closed in August 2015.

• Client: Tedeschi Food Shops, Inc. and Related Real Estate Entities
• Location: Rockland, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: 7-Eleven, Inc.
• Close Date: August 2015
• Press Release: Matrix Announces the Successful Sale of Tedeschi Food Shops, Inc. and Related Real Estate Entities

Situation
After retaining Matrix to perform a valuation of Tedeschi Food Shops, Inc. and Related Real Estate Entities (“Tedeschi” or the “Company”), the shareholders and senior management of Tedeschi decided it was time to sell the Company and diversify the Tedeschi family’s wealth which spanned multiple current generations of shareholders.

The Company has roots dating back to 1923, when Angelo Tedeschi opened a small store in Rockland, MA.

Tedeschi has always been recognized as a leading convenience retailer, and senior management’s ability to evolve its brand and convenience store offerings enabled them to stay relevant with a broader consumer base.

The Company earned numerous accolades, including being selected as the “2012 Convenience Store Chain of the Year” by Convenience Store Decisions.

Objective
To customize, execute, and complete a sale process including both strategic and private equity buyers that would allow the shareholders to realize maximum after-tax value for the Company on a complete or partial exit of the business.

Solution
Matrix provided merger and acquisition advisory services to Tedeschi, which encompassed valuation advisory, the marketing of the Company through a customized, highly confidential, structured sale process, and negotiation of the complex transaction through a drop-down structure.

Several competing offers were received and after further negotiations with various potential buyers, 7-Eleven, Inc. was selected as the purchaser.

Matrix assisted in the negotiation of the purchase agreement for Tedeschi and coordinated the due diligence and closing process.  The transaction with 7-Eleven, Inc. successfully closed in August 2015.

• Client: GOGAS Corporation (a wholly owned subsidiary of K. E. Austin Corporation)
• Location: Wilmington, NC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Quality Oil Company, LLC
• Close Date: August 2015
• Press Release: Matrix Announces the Successful Sale of GOGAS Corporation’s Assets to Quality Oil Company, LLC

Situation
K. E. Austin Corporation, based in Wilmington, NC, was founded in 1976 by Kit and Deborah Austin with 2 stores. Through its wholly owned subsidiary, GOGAS Corporation (“GOGAS” or the “Company), the company grew to operate a chain of 20 GOGAS branded gas stations in Southeastern North Carolina. The portfolio consisted of high volume fuel outlets with kiosk style buildings for fuel and cigarette sales, most of which featured drive through windows, and GOGAS was the market leader for quality, low priced fuel and discounted top-tier cigarettes.

After engaging Matrix to provide a valuation of GOGAS, Kit and Deborah Austin decided to exit the industry and retire.

Objective
To create, manage, and execute a confidential sale process that would allow the shareholders to realize maximum value for the assets of the Company.

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

Matrix executed a highly confidential sale process by contacting select national and regional strategic buyers who had the financial capacity to complete the transaction. Several competing offers were received, and Winston-Salem, NC based Quality Oil Company, LLC was selected as the purchaser.

Matrix advised GOGAS throughout the negotiation of the purchase agreement and coordinated the due diligence and closing process.

The transaction closed in August 2015.

• Client: Narcote, LLC
• Location: Piney Flats, TN
• Industry: Industrial Products
• Buyer/Investor: LNC Partners
• Close Date: July 2015

Situation
Narcote, LLC, headquartered in Piney Flats, TN, is a leading provider of technical textile solutions, including coated and laminated composite fabrics.

Objective
Matrix was retained by Narcote and CEO Cary Green to provide liquidity for certain passive shareholders and identify a private equity partner that would assist the Company (and shareholders rolling proceeds) during its next phase of growth.

Solution
Ran broad private equity process that yielded numerous well-diligenced Letters of Intent from reputable private equity groups – a tremendous outcome given the size of the business.

All shareholder objectives were met – passive investors received 100% liquidity at attractive valuation and top management received partial liquidity in addition to significant stake in go-forward enterprise.

Matrix identified a buyer that was able to underwrite the entire capital structure and was willing to perform limited diligence in an expedited timeframe.

• Client: Area Equipment Sales & Rentals
• Location: Chesapeake, VA
• Industry: Industrial Products
• Buyer/Investor: BlueLine Rental, a portfolio company of Platinum Equity
• Close Date: April 2015

Situation
Area Equipment, LLC, headquartered in Chesapeake, Virginia, was established in 2006 and has grown to become a premier full-line equipment rental company, serving the Hampton Roads and Northeastern North Carolina markets.

Objective
Matrix was retained by Area Equipment to pursue a sale of the business by approaching a broad universe of private equity and strategic buyers with the goal of exiting passive shareholders and possibly management of their equity positions.

Solution
Produced extremely detailed Confidential Information Memorandum that generated substantial interest among private equity and strategic buyers.

Transaction multiple significantly exceeded recent values for similar businesses in the industry.

Matrix required that buyer assume indebtedness associated with equipment purchased by the sellers during months prior to closing, increasing cash proceeds to shareholders considerably.

• Client: Best Oil Company
• Location: Cloquet, MN
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: NuWay Cooperative
• Close Date: April 2015
• Press Release: Matrix Announces the Successful Sale of Best Oil Company

Situation
As part of their long-standing relationship, Best Oil Company (“Best Oil” or the “Company”) and Matrix reviewed conducting a potential sale of the Company several times, first in 2008 and again in 2011. Both of these reviews resulted in Matrix suggesting certain improvements that would help make Best Oil’s assets more marketable when the Company eventually pursued a sale.

After successfully implementing a number of these improvements, Best Oil retained Matrix in 2014 to perform a valuation to again consider a potential sale process. After reviewing Matrix’s valuation, Best Oil’s shareholders ultimately decided it was time to sell the Company.

Objective
To customize, execute, and complete a sale process that would allow Best Oil to realize the maximum value for its retail, wholesale fuel supply, and transportation divisions.

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

Matrix executed a highly confidential sale process that resulted in multiple offers for the businesses by contacting select national and regional strategic buyers who had the financial capacity to complete the transaction.

TravelCenters of America LLC (“TA”) was selected to purchase Best Oil’s retail division that consisted of 19 Little Store branded convenience stores while NuWay Cooperative (“NuWay”) purchased the Company’s wholesale fuel supply business and transportation division.

Matrix assisted in the negotiation of the purchase agreements and coordinated due diligence.

The transactions with TA and NuWay closed in March 2015.

• Client: Best Oil Company
• Location: Cloquet, MN
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: TravelCenters of America LLC (NYSE: TA)
• Close Date: April 2015
• Press Release: Matrix Announces the Successful Sale of Best Oil Company

Situation
As part of their long-standing relationship, Best Oil Company (“Best Oil” or the “Company”) and Matrix reviewed conducting a potential sale of the Company several times, first in 2008 and again in 2011. Both of these reviews resulted in Matrix suggesting certain improvements that would help make Best Oil’s assets more marketable when the Company eventually pursued a sale.

After successfully implementing a number of these improvements, Best Oil retained Matrix in 2014 to perform a valuation to again consider a potential sale process. After reviewing Matrix’s valuation, Best Oil’s shareholders ultimately decided it was time to sell the Company.

Objective
To customize, execute, and complete a sale process that would allow Best Oil to realize the maximum value for its retail, wholesale fuel supply, and transportation divisions.

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

Matrix executed a highly confidential sale process that resulted in multiple offers for the businesses by contacting select national and regional strategic buyers who had the financial capacity to complete the transaction.

TravelCenters of America LLC (“TA”) was selected to purchase Best Oil’s retail division that consisted of 19 Little Store branded convenience stores while NuWay Cooperative (“NuWay”) purchased the Company’s wholesale fuel supply business and transportation division.

Matrix assisted in the negotiation of the purchase agreements and coordinated due diligence.

The transactions with TA and NuWay closed in March 2015.

• Client: Erickson Oil Products, Inc.
• Location: Hudson, WI
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: CrossAmerica Partners LP
• Close Date: February 2015
• Press Release: Matrix Announces the Successful Sale of Erickson Oil Products, Inc.

Situation
After retaining Matrix to perform a valuation of Erickson Oil Products, Inc. and Related Affiliates (“Erickson” or the “Company”), the shareholders, trustees, and CEO of Erickson decided it was time to sell the Company and diversify the Erickson family’s wealth.

The Company had seen the business transition through four generations spanning over 90 years.

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

After a thorough tax analysis, performed in conjunction with Erickson’s outside accounting firm, it was determined that given the low tax basis of assets within the c-corporation and the inherent double-layer of taxation under an asset sale transaction, that an equity transaction was necessary.

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

Several competing offers were received and after further negotiations with various potential buyers, CrossAmerica Partners LP (NYSE: CAPL), formerly Lehigh Gas Partners LP (NYSE: LGP), was selected as the purchaser for ~$85 million in cash.

Matrix assisted in the negotiation of the stock purchase agreement for Erickson, as well as the asset purchase agreement for certain convenience store real estate assets held in a related party LLC.  Additionally, Matrix coordinated the due diligence and closing process.  The transaction with CAPL closed in February 2015.

• Client: Mutual Oil Co., Inc.
• Location: Brockton, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: 7-Eleven, Inc., and its wholly owned subsidiary SEI Fuels
• Close Date: February 2015
• Press Release: Matrix Announces the Successful Sale of Mutual Oil Co., Inc.’s Branded Dealer and Transportation Business

Situation
Mutual Oil Co., Inc. (“Mutual”) decided to sell its branded contract dealer and transportation businesses in order to redeploy capital to other business segments.  After successfully divesting Mutual’s retail operations two years earlier, Matrix was retained again by Mutual to sell its branded contract dealer and transportation businesses consisting of 156 contract dealer accounts, structured finance agreements and 22 transports.

Objective
To customize, execute and complete a sales process that would allow Mutual to realize the maximum value for its branded contract dealer and transportation business.

Solution
Matrix provided merger and acquisition advisory services to Mutual which included valuation advisory, transaction structuring, marketing and assistance in the negotiation of the purchase agreement.

Matrix executed a highly confidential sale process by contacting select national and regional petroleum marketers, who had the financial capacity to complete the transaction.

Multiple offers were received for the businesses and Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence.

Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence.

Simultaneous transactions with 7-Eleven and Kenan closed in February of 2015

• Client: Mutual Oil Co., Inc.
• Location: Brockton, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Kenan Advantage Group, Inc.
• Close Date: February 2015
• Press Release: Matrix Announces the Successful Sale of Mutual Oil Co., Inc.’s Branded Dealer and Transportation Business

Situation
Mutual Oil Co., Inc. (“Mutual”) decided to sell its branded contract dealer and transportation businesses in order to redeploy capital to other business segments.  After successfully divesting Mutual’s retail operations two years earlier, Matrix was retained again by Mutual to sell its branded contract dealer and transportation businesses consisting of 156 contract dealer accounts, structured finance agreements and 22 transports.

Objective
To customize, execute and complete a sales process that would allow Mutual to realize the maximum value for its branded contract dealer and transportation business.

Solution
Matrix provided merger and acquisition advisory services to Mutual which included valuation advisory, transaction structuring, marketing and assistance in the negotiation of the purchase agreement.

Matrix executed a highly confidential sale process by contacting select national and regional petroleum marketers, who had the financial capacity to complete the transaction.

Multiple offers were received for the businesses and Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence.

Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence.

Simultaneous transactions with 7-Eleven and Kenan closed in February of 2015

• Client: Arey Oil Company, Inc.
• Location: Shelby, NC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: GPM Investments, LLC d/b/a Fas Mart, Shore Stop
• Close Date: February 2015

• Client: Mid-Atlantic Petroleum Properties, LLC
• Location: Germantown, MD
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Petroleum Marketing Group
• Close Date: January 2015
• Press Release: Matrix Announces the Successful Sale of Certain Assets of Mid-Atlantic Petroleum Properties

Situation
After retaining Matrix to perform a valuation of Mid-Atlantic Petroleum Properties, LLC and Related Affiliates (“MAPP” or the “Company”), the shareholders of MAPP decided it was time to sell the Company and diversify their family wealth.

The Company had been in business for over 25 years, and the owners wanted to transition capital from the operating company to focus on commercial real estate investments.

MAPP was a large Sunoco fuel distributor with high intrinsic real estate value sites located in the greater DC metro area.  Channels of trade included company operated retail units, commission agent operated units and wholesale fuel supply contracts (open dealer supply assets).

Objective
To customize, execute, and complete a sale process that would allow the shareholders to realize maximum value for the assets of the Company.

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

Several competing offers were received and after further negotiations with various potential buyers, Petroleum Marketing Group (PMG) 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 PMG successfully closed in January 2015.

• Client: Warren Equities, Inc.
• Location: Providence, RI
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Global Partners LP (NYSE: GLP)
• Close Date: January 2015
• Press Release: Matrix Announces the Successful Sale of Warren Equities

Situation
Warren Equities, Inc. (“WEI”), through its subsidiaries, operated 147 convenience stores and supplied fuels to 53 commission marketer sites and over 300 dealers. WEI was solely owned by the Warren Alpert Foundation (the “Foundation”), a non-profit, philanthropic organization started by WEI’s late founder, Warren Alpert. The Foundation desired a complete sale of WEI to exit the business and use the proceeds to diversify its investments and fund the Foundation’s activities for many years to come.

Objective
To customize, execute, and complete a confidential sale process that would maximize the sale proceeds and limit potential future liabilities for the Foundation. Because of the Foundation’s tax exempt status, the transaction was required to be structured as a stock sale.

Solution
Matrix structured and executed a highly confidential sale process by contacting select strategic and financial buyers.

The transaction was structured as a two-round process. In round 1, buyers were given enough information to submit non-binding indications of interest, but certain sensitive information was withheld until round 2 to mitigate certain risks of exposing the company to the market.

After receiving over a dozen round 1 offers, select bidders were invited to participate in round 2 and attend management presentations. During round 2, prospective buyers were provided with additional due diligence information and were required to submit their revised offers in the form of a marked stock purchase agreement.

Multiple, competitive round 2 offers were received, and Global Partners LP (NYSE: GLP) was selected as the purchaser of 100% of the stock of WEI for $387 million in cash.

Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence.

The transaction closed in Q1 2015.

• Client: Southern Filter Media LLC
• Location: Hixson, TN
• Industry: Industrial Products
• Buyer/Investor: Vance Street Capital LLC
• Close Date: December 2014

Situation
Southern Filter Media, LLC, headquartered in Hixson, TN, is a leading manufacturer and distributor of wet and dry environmental filtration products for application in various industries.

Objective
Matrix was retained by Gen Cap America, Inc., the Company’s private equity owners, to pursue a 100% membership unit sale of the business with the goal of maximizing proceeds and limiting management rollover.

Solution
Matrix targeted a broad universe of private equity groups and strategic buyers with stated interest in the size and industry profile of the Company.

Received robust interest in the Company and Matrix identified a private equity sponsored strategic buyer with ability to close quickly, provide an attractive valuation and effectively support management’s future strategic growth initiatives.

• Client: Stevens Manufacturing Co., Inc.
• Location: Milford, CT
• Industry: Industrial Products
• Buyer/Investor: J.H. Whitney & Co.
• Close Date: August 2014

Situation
Stevens Manufacturing Company, Inc., headquartered in Milford, CT, is a leading supplier of high quality precision parts, flight-critical components and complete sub-assemblies to the aerospace industry.

Objective
Matrix was retained by Stevens Manufacturing to pursue a transition of the business with the goal of maximizing proceeds with a buyer that would also allow the Company’s owner (and President) and wife (employed at Company) to ultimately transition away from day-to-day operating roles by adding management.

Solution
Matrix facilitated an introduction between the seller and J.H. Whitney with the intent of further informing the seller about this universe of financial buyers. Understanding the Company’s business and the seller’s objectives, J.H. Whitney elected to submit a preemptive offer that accomplished these goals. Matrix negotiated with J.H. Whitney and closed transaction that achieved terms and conditions aligned with seller’s objectives, provide liquidity, and set the table for operating management to assume greater responsibilities.

• Client: Banker Steel Company
• Location: Lynchburg, VA
• Industry: Industrial Products
• Buyer/Investor: Atlas Holdings and Turnspire Capital Partners
• Close Date: August 2014

Situation
Banker Steel Company is a leading fabricator of structural steel components used in commercial and infrastructure projects, with a production capacity of 50,000 tons of steel per year. The company operates from two fabrication facilities, one in Lynchburg, VA and one in Orlando, Florida. Banker Steel has been the fabricator of choice on projects such as Barclays Center in Brooklyn, NY, the award winning Washington Nationals Park in Washington, DC and Hudson Yards, the largest mixed use development in New York City since Rockefeller Center.

Objective
The Company’s founders and primary owners, Don & Carol Banker, desired to team with a strategic partner in order to diversify their personal holdings, as well, better position the Company to take advantage of its successful growth opportunities.

Solution
Matrix targeted a select number of private equity groups that possessed an understanding of the industry and experience with sureties, as much of Banker Steel project’s required substantial bonding ability.

The bonding requirement for the Company created a very complex financing structure that Matrix helped develop prior to conducting serious negotiations with suitable partners.

Working closely with management, Matrix analyzed and evaluated a range of offers from investment groups that proposed acquiring from a minority interest to as much as 80% of the Company. Also of paramount importance, was the cultural fit with the Banker Steel organization.

Atlas Holdings, LLC through its operating company, Bridge Fabrication Holdings, LLC, together with Turnspire Capital Partners was ultimately chosen as the preferred partner. Don Baker is continuing as the Company’s CEO and retains a significant equity ownership.

• Client: Guttman Energy, Inc.
• Location: Belle Vernon, PA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Energy Distribution Partners
• Close Date: June 2014
• Press Release: Matrix Serves as Financial Advisor to Guttman Energy, Inc. on the Successful Sale of its Columbus, OH Based Propane and Lubricants Division

Situation
The shareholders of Guttman Energy, Inc. chose to divest its Columbus, Ohio based propane and lubricants centric division to focus capital on the continued growth of its core business: the procurement and logistics management of refined fuels, natural gas and electricity.

Objective
To customize, execute, and complete a confidential sale process that would allow Guttman to realize maximum value for the propane and lubricants division, while still retaining overall brand identity for the wholesale fuels and transportation businesses.

Solution
Matrix provided valuation guidance to Guttman’s shareholders and then structured and executed a highly confidential sale process by contacting select private and public energy companies who had the financial capacity to complete the transaction.

Several competing offers were received, and Energy Distribution Partners (EDP) was selected as the purchaser.

Matrix assisted in the negotiation of the purchase agreement and transition services agreement, and coordinated due diligence. All Columbus based Guttman employees were retained by EDP.

The transaction closed in Q2 2014, and as part of the deal, EDP entered into gasoline and diesel fuel supply agreements, as well as a hauling agreement for transport load quantities, with Guttman. This will provide additional future income to Guttman.

• Client: Atlas Oil Company
• Location: Taylor, MI
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Lehigh Gas Partners LP and Parent Petroleum Company
• Close Date: May 2014
• Press Release: Matrix Announces the Successful Sale of Atlas Oil Company’s BP Branded Chicago Area Assets

Situation
Atlas Oil Company (“Atlas”) decided to sell it Chicago area BP branded assets to optimize its asset portfolio and redeploy capital to higher growth business segments. Atlas retained Matrix to sell its 106 BP branded assets. The BP branded assets included 8 commission operated sites, 92 open dealers, 1 dealer, 4 retail development sites and 1 closed site. The 106 sites consisted of 9 fee properties, 5 leased properties and 92 open dealers of which 20 of the dealers had either land contracts or promissory notes with Atlas.

Objective
To customize, execute and complete a sales process that would allow Atlas to realize the maximum value for its Chicago BP branded assets to buyers that BP would approve as BP jobbers and complete the transaction by no later than June 30, 2014.

Solution
Matrix provided merger and acquisition advisory services to Atlas which included valuation advisory, transaction structuring, marketing and assistance in the negotiation of the purchase agreement.

Matrix executed a highly confidential sale process by contacting select national and regional petroleum marketers and convenience store operators and large Chicago area jobbers who had the financial capacity to complete the transaction and were willing to retain the BP brand.

Multiple offers were received for the Atlas assets and Lehigh Gas Partners LP purchased 68 sites and Parent Petroleum Company purchased 38 sites. Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence.

The transactions with Lehigh Gas Partners LP and Parent Petroleum Company closed in April and May of 2014.

• Client: Cumberland Farms, Inc.
• Location: Framingham, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Petroleum Marketing Group
• Close Date: April 2014
• Press Release: Matrix Announces the Successful Sale of Cumberland Farms’ Mid-Atlantic Retail Assets

Situation
Cumberland Farms, Inc. (“Cumberland”) identified its Mid-Atlantic market as no longer being a long-term strategic market for the company.

Cumberland’s Mid-Atlantic market consisted of 27 company operated convenience stores in Delaware, New Jersey and Pennsylvania. Seventeen of the stores also offered motor fuels.

Cumberland was seeking to redeploy the capital from the sale of these stores to the rest of its portfolio in the Northeast and Florida, where they felt there were more growth opportunities and where they had established more brand image and loyalty as well as market share and store density.

Objective
To customize, execute, and complete a sale process that would allow Cumberland to realize maximum value for this market while also entering into a fuel supply agreement with the buyer to continue to sell Gulf branded fuel.

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

Several competing offers were received and after further negotiations with various potential buyers, Petroleum Marketing Group (PMG) was selected as the purchaser.

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

Gulf Oil Limited Partnership, which is owned by Cumberland Farms, Inc., was able to secure a long-term fuel supply agreement with PMG for these stores as part of the transaction.

The transaction with PMG closed in April 2014.

• Client: Swifty Oil
• Location: Seymour, IN
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Various Buyers
• Close Date: March 2014

• Client: Ports Investments LLC/Horizontal Wireline Services
• Location: Wooster, OH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Allied Wireline Services, LLC (“Allied”), a portfolio company of Turnbridge Capital, LLC
• Close Date: February 2014
• Press Release: Matrix Serves as Financial Advisor to Ports Investments, LLC on the Successful Sale of Horizontal Wireline Services, LLC

• Client: Ashton Lewis Lumber Co.
• Location: Gatesville, NC
• Industry: Building Products
• Buyer/Investor: A privately held company
• Close Date: February 2014

Situation
Ashton Lewis Lumber Co., headquartered in Gatesville, NC, is recognized as one of the premier producers of Southern Yellow Pine lumber in the Southeastern United States.

Objective
Matrix was retained by Ashton Lewis to pursue a 100% sale of the business with the goal of maximizing proceeds with a buyer that would retain the Company’s employees and maintain the Company’s core values and culture.

Solution
Produced a detailed Confidential Information Memorandum to share with interested parties as part of the marketing process.

Matrix leveraged its industry expertise to approach a broad universe of buyers uniquely positioned to consummate an acquisition.

Closed transaction at a value well in excess of client expectations that created an exit strategy for shareholders while preserving the Company’s culture.

• Client: Butler Woodcrafters, Inc.
• Location: Richmond, VA
• Industry: Industrial Products
• Buyer/Investor: Sauder Manufacturing Co.
• Close Date: January 2014

Situation
Butler Woodcrafters, Inc., headquartered in Richmond, VA, is a leading manufacturer of institutional furniture serving the education and human services markets.

Objective
Matrix was retained by Butler to pursue a stock sale of the business with the goal of maximizing proceeds for shareholders while preserving culture and positioning the Company and its management team for future growth.

Solution
Matrix orchestrated a robust and competitive process among private equity groups and strategic buyers and received numerous Indications of Interest before conducting management presentations.

Buyer was chosen due to attractive valuation and willingness to overcome the previously mentioned impediments to the transaction.

100% stock sale was achieved at a valuation above client expectations and with a buyer that sought to maintain Butler’s brand and culture while allowing the Company to grow in both existing and new markets.

• Client: Manchester Marketing Incorporated
• Location: Richmond, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Lehigh Gas Partners LP
• Close Date: December 2013
• Press Release: Matrix Announces the Successful Sale of Manchester Marketing Inc.’s Wholesale Fuels Distribution Business

Situation
Matrix was initially retained to provide a valuation analysis of Manchester’s company-operated convenience stores and wholesale motor fuels distribution business.

After presenting the valuation to Manchester’s shareholders, along with several options for selling their assets, the shareholders decided to exit the wholesale motor fuels distribution business while retaining the related real estate holdings and continuing to operate a few convenience stores.

Objective
To customize, execute, and complete a confidential sale process that would allow Manchester to successfully exit its wholesale fuels distribution business.

Solution
Matrix provided merger and acquisition advisory services to Manchester, which included valuation advisory, potential buyer identification, transaction structuring, and conducting a highly confidential sale process involving a targeted group of qualified potential buyers.

Several competing offers were received for the wholesale assets, and Lehigh Gas Partners LP (NYSE: LGP) was chosen as the purchaser.

Working with Manchester and its legal advisor, Matrix negotiated the purchase agreement and coordinated the due diligence and closing processes.

The transaction with Lehigh closed in December 2013.

• Client: Dimex LLC
• Location: Marietta, OH
• Industry: Industrial Products
• Buyer/Investor: Grey Mountain Partners
• Close Date: December 2013

Situation

Dimex, LLC, headquartered in Marietta, OH, is a leading plastics manufacturer serving diverse markets, including industrial matting, landscaping, marine products, masonry construction, and office chair mats.

Objective

Matrix was retained by Dimex and its majority shareholder, The Brookside Group, to pursue a 100% sale of the business with the goal of maximizing proceeds and positioning the Company and its management team for future growth.

Solution

Matrix targeted a broad universe of individually selected private equity groups, uniquely equipped to both maximize valuation and meet the expedited timeframe of Dimex’s shareholders.

Received exceptional interest in the Company and closed the transaction with a private equity buyer within three and a half months of launching to the marketplace at a value that exceeded client expectations.

• Client: SMO, Inc.
• Location: LaPlata, MD
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: PAPCO, Inc.
• Close Date: September 2013
• Press Release: Matrix Announces the Successful Sale of SMO, Inc.'s Tidewater Virginia Wholesale & Retail Fuel Assets

Situation
Southern Maryland Oil, Inc.’s (“SMO” or the “Company”) goal to continue its growth through opportunistic acquisitions and redeploy capital required the harvesting of equity within its multi-channel enterprise. SMO retained Matrix to value its Tidewater Virginia portfolio of commission agent and dealer assets, consisting of twelve fee simple sites, three leasehold sites, and nine supply accounts.

Objective
To customize, execute and complete a sales process that would allow SMO to realize maximum value for its Tidewater Virginia assets, while keeping the Shell brand intact for the duration of the volume commitment.

Solution
Matrix provided merger and acquisition advisory services to SMO, which included valuation advisory, transaction structuring, marketing and assistance in the negotiation of the purchase agreement.

Matrix executed a highly confidential sale process by contacting select national convenience store chains and regional jobbers who had the financial capacity to complete the transaction and were interested in retaining the Shell brand.

Several competing offers were received for the Tidewater Virginia portfolio, and PAPCO, Inc. was chosen as the purchaser.

Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence.

The transaction with PAPCO, Inc. closed in August 2013.

• Client: Rogers Petroleum, Inc.
• Location: Morristown, TN
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Lehigh Gas Partners LP
• Close Date: September 2013
• Press Release: Matrix Announces the Successful Sale of Rogers Petroleum, Inc.'s Convenience Stores

Situation
Rogers Petroleum, Inc. (d/b/a Zoomerz) desired to sell its twenty (20) retail stores located in eastern Tennessee and southwestern Virginia in order to redeploy capital to its lubricants and wholesale businesses.

After several years of having discussions with potential buyers that approached Rogers on an unsolicited basis, but never being able to consummate a transaction that met their goals, the Company retained Matrix to conduct a sale process.

Objective
To customize, execute and complete a sale process that would allow Rogers Petroleum, Inc. to realize maximum value for its retail assets.

Solution
Matrix provided merger and acquisition advisory services to Rogers Petroleum Inc., which included valuation advisory, potential buyer identification, transaction structuring, and conducting a highly confidential sale process.

Several competing offers were received for the retail assets, and Lehigh Gas Partners LP (NYSE: LGP) was chosen as the purchaser.

Working with Rogers and its legal advisor, Matrix negotiated the purchase agreements and coordinated the due diligence and closing processes.

The transaction with Lehigh closed in September 2013.

• Client: Jump Oil Company, Inc.
• Location: Jefferson City, MO
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Lion Petroleum, Inc., Casey’s General Stores, Inc. and various other buyers
• Close Date: September 2013
• Press Release: Matrix Announces the Successful Sale of the Assets of Jump Oil Company, Inc.

Situation
Jump Oil Company, Inc. was a motor fuels distributor that supplied fuels to forty-eight (48) dealer locations throughout Missouri. Jump owned or controlled all of the locations either through ownership of the real estate or through third party leases.

February 2013, Jump filed for Chapter 11 bankruptcy protection and continued to operate the business as a debtor-in-possession. Matrix was retained as the Debtor’s investment banker to manage the sale of its assets.

Objective
To customize, execute and complete a sale process that would maximize the recovery to all stakeholders in the Debtor’s bankruptcy case.

Solution
Matrix advised the Debtor on a sale process and procedures approved by the Bankruptcy Court that would maximize competition for the assets while also meeting the required timelines given the Debtor’s cash position.

Matrix marketed the assets to a broad base of potential buyers including national consolidators, regional operators, and individual store buyers.

Matrix received over forty (40) offers for various combinations of the assets. Matrix advised the Debtor and its secured lenders on a counter-offer strategy that would maximize value for the portfolio and negotiated with the various buyers to execute this strategy.

Thirty-four (34) sites were sold to Lion Petroleum, Inc., four (4) sites were sold to Casey’s General Stores, Inc., and the remaining assets were sold to various other buyers. Matrix negotiated the purchase agreements, coordinated the due diligence process, and helped the Debtor obtain Bankruptcy Court approval for the sale.

The transactions closed in Q3 2013.

• Client: RWJ Management Co., Inc. & Related Entities
• Location: Oak Brook, IL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Graham Enterprises, Inc.
• Close Date: August 2013
• Press Release: Matrix Announces the Successful Sale of the Assets of RWJ Management Co., Inc. & Related Entities

Situation
RWJ Management Co., Inc. operated ten (10) large format, BP branded convenience stores in the greater Chicago area that it acquired from BP in multiple transactions from 2006 through 2008. The company was at a fuel cost disadvantage because it was not a BP jobber, and the sites had long term deed and use restrictions that prohibited the sale of non-BP branded fuel. The company was also involved in litigation with BP over its purchase of the stores.

In August 2011, RWJ filed for Chapter 11 bankruptcy protection and continued to operate the business as a debtor-in-possession. Matrix was retained as the Debtor’s investment banker in July 2012 in order to manage the sale of the Debtor’s assets.

Objective
To customize, execute and complete a sale process that would maximize the recovery to all stakeholders in the Debtor’s bankruptcy case.

Solution
Matrix provided merger and acquisition advisory services to RWJ, which included valuation advisory, transaction structuring, marketing, and negotiation.

Multiple offers were received, and a stalking horse offer was executed in October 2012. However, this contract was eventually terminated due to fuel supply conditions that could not be satisfied as BP refused to allow the stalking horse to become the 5th BP jobber in the Chicago market.

Matrix executed a second sale process with the requirement that all potential buyers must obtain fuel supply from one of the four existing BP jobbers in Chicago.

Multiple offers were received, and the assets were ultimately sold to Graham Enterprises, Inc.

Matrix negotiated the purchase agreement, coordinated the due diligence process, and helped the Debtor obtain Bankruptcy Court approval for the sale.

The transaction closed in Q3 2013.

• Client: Hurst Harvey Oil, Inc.
• Location: Kilmarnock, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: GPM Investments, LLC
• Close Date: August 2013
• Press Release: Matrix Announces Two Successful Sale Transactions

Situation
After retaining Matrix to perform a valuation for estate tax purposes in 2007, Hurst Harvey Oil, Inc.’s (d/b/a Get & zip) shareholders decided it was time to sell the Company. The Company had been in business for over 40 years and had stores located in the Northern Neck and Upper Peninsula areas of Virginia. The Company was legally organized as a C-Corporation, which necessitated sophisticated planning and transaction structuring to close the deal in the most tax efficient manner for the shareholders.

Objective
To customize, execute and complete a sales process that would allow Hurst Harvey to realize maximum value for its company operated retail assets.

Solution
Matrix provided merger and acquisition advisory services to Hurst Harvey, which included valuation advisory, transaction structuring, marketing and assistance in the negotiation of the purchase agreement.

Several competing offers were received for the company, and GPM Investments, LLC was chosen as the purchaser. The transaction was structured as an asset sale.

Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence. The transaction with GPM Investments, LLC successfully closed in August 2013.

• Client: Bagwell Gas & Oil Company
• Location: Onancock, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Pep-Up, Inc.
• Close Date: August 2013
• Press Release: Matrix Announces Two Successful Sale Transactions

Situation
The sole shareholder of Bagwell Gas & Oil Company decided it was time to retire and therefore exit the propane, heating oil, and refined products distribution business he had built over decades.

Objective
To customize, execute and complete a sale process that would allow Bagwell to realize maximum value for its assets.

Solution
Matrix provided valuation guidance to Bagwell’s owner and then structured and executed a highly confidential sale process by contacting select private and public energy companies who had the financial capacity to complete the transaction.

The sale process was designed to maximize value by allowing prospective buyers to offer on just the propane division, or for Bagwell in its entirety.

Several competing offers were received, and Pep-Up, Inc., a regional fuels distributor, was selected as the purchaser for the entire enterprise.

Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence.

Bagwell’s general manager was retained by Pep-Up.

• Client: Dickerson Petroleum, Inc.
• Location: Belleville, IL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Mac's Convenience Stores, LLC
• Close Date: February 2013
• Press Release: Matrix Announces the Successful Sale of Dickerson Petroleum, Inc. & Related Entities

Situation
After retaining Matrix to perform a valuation of Dickerson Petroleum, Inc. and Related Affiliates (“Dickerson” or the “Company”), the shareholders of Dickerson decided it was time to sell the Company and diversify their family wealth. The Company had been in business for over forty (40) years and was comprised of twenty-nine (29) company operated retail units and twenty-nine (29) wholesale assets. The wholesale assets were comprised of one (1) lessee dealer unit and twenty-eight (28) open dealer supply agreements.

Objective
To customize, execute and complete a sale process that would allow Dickerson to realize maximum value for their assets.

Solution
Matrix provided valuation guidance to Dickerson’s shareholders and then structured and executed a highly confidential sale process by contacting select national convenience store chains, master limited partnerships and regional jobbers who had the financial capacity to complete the transaction.

The sale process was designed to maximize value by allowing prospective buyers to offer on just the retail or wholesale divisions of the Company, or for Dickerson in its entirety.

Several competing offers were received, and Couche-Tard was selected as the purchaser for the entire enterprise.

Matrix assisted in the negotiation of the purchase agreement and coordinated due diligence.

Select members of Dickerson’s management team, including one of the existing shareholders, were retained by Couche-Tard.

• Client: VIP Parts, Tires & Service
• Location: Lewiston, ME
• Industry: Consumer Products
• Buyer/Investor: O'Reilly Auto Parts
• Close Date: December 2012

Situation
VIP, headquartered in Lewiston, Maine, operates as one of the largest companies in Northern New England that specializes in the sale of parts and accessories, tires, and services through a network of 56 locations in Maine, New Hampshire and Massachusetts.

Objective
Matrix was retained by VIP to pursue a sale of the retail parts and accessories portion of the business to a strategic buyer that would continue to operate the business collaboratively with the tire and service portion of VIP under the same roof going forward.

Solution
Matrix conducted an expedited and competitive process among select strategic acquirers and obtained indications of interest and letters of intent prior to selecting the buyer.

Buyer was chosen due to attractive valuation, acceptable legal and ancillary agreement terms and willingness to close transaction expeditiously.

The successful result provided our client with an attractive liquidity event for the retail portion of the business while allowing ongoing supplier relationship with the buyer for the service business post-transaction.

• Client: Richmond Electric Supply Co., Inc.
• Location: Richmond, VA
• Industry: Industrial Products
• Buyer/Investor: Richmond Electric Supply Co., Inc.
• Close Date: December 2012

Situation
Richmond Electric Supply Company, Inc. (“RESCO”), headquartered in Richmond, Virginia, operates as a full-line, stocking electrical wholesale distributor that serves commercial contractors, the government & military, residential contractors and industrial & OEM markets on both a regional and national scale. Founded in 1983 by Darryl Harman with locations in Richmond and Norfolk, RESCO has a strong industry reputation with a solid customer base and supply chain.

Mike Bourn, an industry leader, was interested in acquiring RESCO, but as CEO of a substantially larger competitor, he was not in the position to receive financial information and negotiate directly with Darryl Harman, who was looking for a liquidity event and succession plan.

Objective
Matrix was engaged to analyze RESCO’s financial information, revenue forecasts and operations in order to develop an offer and negotiate an LOI directly with Darryl Harman.

Solution
Matrix served as the financial advisor to RESCO Acquisition, LLC, the entity created to represent Mike Bourn and the group of private investors who acquired the Company.

The Matrix team built a detailed valuation and pro forma model to evaluate the current business, analyze future cash flows & growth opportunities and source the capital for the transaction, including the equity and debt.

Matrix utilized its relationships to raise the equity and source & negotiate terms for the optimum senior financing. In addition, Matrix facilitated the purchase of RESCO’s existing real estate by a separate group of investors.

The management buy-in, led by Mike Bourn as the new CEO, enabled RESCO to capitalize on a liquidity event and succession plan that preserved the Company’s brand, employees and customer base.

• Client: Red Eagle Oil, Inc.
• Location: Cody, WY
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Brad Hall & Associates, Inc.
• Close Date: December 2012
• Press Release: Matrix Announces the Successful Sale of Red Eagle Oil, Inc.

Situation
Red Eagle Oil, Inc. and its affiliates operated sixteen (16) fee owned convenience stores with gas, several bulk plants, and transportation equipment. Fifteen (15) of the stores were located throughout Wyoming with the remaining store being located in Hardin, Montana.

Red Eagle filed for Chapter 11 bankruptcy protection and continued to operate the business as debtor-in-possession. Matrix was retained as the debtor’s investment banker to manage the sale of the debtor’s assets. The majority of the real estate at the company’s sites was held in other entities that were not in bankruptcy but agreed to sell the properties as part of a liquidation plan.

Objective
To customize, execute and complete a sales process that would maximize the recovery to all stakeholders in the company’s bankruptcy case as well as the stakeholders of the affiliated entities.

Solution
Matrix advised the debtor on sales procedures, which were approved by the bankruptcy court, to create a sale process and timeline for the orderly liquidation of the assets.

Matrix marketed the assets via a sealed bid process to a broad base of potential buyers including national consolidators, regional operators, and individual store buyers.

Multiple competing offers were received for all of the assets, subgroups of assets, and individual stores. After negotiations with the various buyers and the company’s creditors, Brad Hall & Associates, Inc. was chosen as the winning bidder for all of the assets as one package.

Matrix negotiated the purchase agreements, coordinated the due diligence process, and helped the debtor obtain bankruptcy court approval for the sale.

The transaction with Brad Hall & Associates closed in December 2012.

• Client: Ontario Hardwood Co., Inc.
• Location: Keysville, VA
• Industry: Building Products
• Buyer/Investor: n/a
• Close Date: December 2012

• Client: Mutual Oil Co., Inc.
• Location: Brockton, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Global Partners LP and Various Buyers
• Close Date: December 2012
• Press Release: Matrix Announces the Successful Sale of Gas Station and Convenience Store Wholesale Sites for Mutual Oil Co., Inc.

Situation
Mutual Oil Co., Inc.’s (“Mutual” or the “Company”) largest tenant Getty Petroleum Marketing Group, Inc. (“GPMI”) filed for Chapter 11 bankruptcy reorganization in December 2011, and in March 2012 GPMI rejected the master lease that contained Mutual’s twenty-two (22) retail assets. With consultation from Matrix, and as a stop-gap measure, Mutual leased the retail assets to individual licensees and rebranded and supplied fuel to all of the sites under the Mutual brand. However, the Company’s strategic focus and main goal of continuing to grow the wholesale business necessitated the sale of these retail assets. Mutual retained Matrix to provide a strategic review of the retail assets and to make recommendations as to how to setup a sale process to maximize after-tax sale proceeds in a short timeframe.

Objective
To customize, execute and complete a sales process that would allow Mutual to realize maximum value for the twenty-two (22) assets.

Solution
Matrix marketed the opportunity to acquire the assets to both the existing licensees, and broadly, utilizing their proprietary database of consolidators, regional jobbers, and individual store buyers. As a result, Matrix engaged in discussions with over 150 potential buyers who executed confidentiality agreements.

Six (6) of the assets were purchased by Alliance Energy LLC, a wholly-owned subsidiary of Global Partners LP (NYSE:GLP), and the remaining assets were sold to regional jobbers and individual dealers. Mutual was able to enter into long-term fuel supply contracts with a number of the successful buyers to retain wholesale fuel volume for the future.

• Client: Getty Realty Corp.
• Location: Jericho, NY
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Various Tenants
• Close Date: December 2012
• Press Release: Matrix Successfully Advises Getty Realty on Large Portfolio Repositioning

Situation
Getty Realty Corp. (NYSE: GTY) approached Matrix to discuss potential options regarding the portfolio of approximately 650 properties that they were leasing to Getty Petroleum Marketing, Inc. (“GPMI”), whom they feared was experiencing financial difficulty.

Matrix performed an extensive evaluation of the sites and GTY’s potential options and the likely outcomes from each option.

For several years, as GPMI’s financial condition deteriorated, Matrix continued to get financial updates on the sites as well as negotiations ongoing with GPMI and would advise GTY on changes to options and outcomes based on the new information.

Finally, in the fourth quarter of 2011, GPMI filed for Chapter 11 bankruptcy protection.

Objective
Getty Realty engaged Matrix to reposition their portfolio of properties previously leased to GPMI with the objective of diversifying its tenant base with multiple strong long-term fuel distributors and to maximize long-term rental income.

Matrix executed on the process it had advised GTY would be best to achieve its long term goals, which entailed splitting the portfolio into core (long-term gas station and convenience store properties) and non-core groups and soliciting long-term lease proposals from potential tenants for the core properties, which were split into 16 geographic portfolios to maximize competition and allow for diversification of tenants.

Solution
Getty successfully leased 443 properties on a long-term triple net basis to eight different tenants: BP Products North America, Inc. (NYSE: BP) (28 properties); a subsidiary of Lehigh Gas Partners LP (NYSE: LGP) (145 properties); a subsidiary of Global Partners LP (NYSE: GLP) (84 properties); NECG Holdings, an affiliate of CPD Energy (84 properties); a subsidiary of Capital Petroleum Group (24 properties); MWS Enterprises (10 properties); Ramoco Fuels (61 properties); and an affiliate of Sam’s Food Stores (28 properties).

• Client: Express Lane, Inc.
• Location: Panama City Beach, FL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Lehigh Gas Partners LP
• Close Date: December 2012
• Press Release: Matrix Announces the Successful Sale of Express Lane, Inc.

Situation
Express Lane, Inc.’s shareholders contacted Matrix regarding their desire to sell the entire company in order to exit the business and retire. The company directly operated forty-five (45) convenience stores with gasoline in the Florida Panhandle, of which seven (7) were owned fee simple and the remaining thirty-eight (38) were leased. The stores sold fuel primarily under the Chevron and Exxon flags, and a portion of the chain’s stores offered branded quick-service food offerings.

To maximize after tax proceeds to the shareholders, the transaction needed to be structured as a stock sale to avoid the built-in gains tax from their Subchapter S election, and the transaction needed to close by December 31, 2012 to avoid the 2013 tax increases.

Objective
To customize, execute, and complete a confidential sale process that would maximize value for Express Lane’s shareholders.

Solution
Matrix provided valuation guidance to Express Lane and then structured and executed a highly confidential sale process by contacting select national convenience store chains and regional jobbers who had the financial capacity to complete a transaction of this size.

Several competing offers were received for the company, and Lehigh was chosen as the purchaser. The transaction was structured as a sale of 100% of Express Lane’s stock and an asset sale of a small number of assets that were not subject to built-in gains tax.

Matrix negotiated the purchase agreements and coordinated the due diligence and closing processes.

The transaction with Lehigh closed in December 2012.

• Client: VIP Parts, Tires & Service
• Location: Lewiston, ME
• Industry: Consumer Products
• Close Date: December 2012

• Client: Old Dominion Peanut Company
• Location: Norfolk, VA
• Industry: Consumer Products
• Buyer/Investor: Hammond's Candies
• Close Date: December 2012

Situation
Old Dominion Peanut Company, Inc. (“ODP”), headquartered in Norfolk, Virginia and founded in 1913, is the largest manufacturer and marketer of branded brittle and peanut candy in the U.S. ODP was purchased by Bill Del Chiaro and a group of private investors in 2004 from the Brown family. Under the leadership of ODP’s management team and shareholders, the Company expanded its distribution channels, marketing & branding and product offering.

Given the seasonality of ODP’s market and commodity pricing pressure during 2010 – 2011, an initial process was put on hold.

Objective
ODP and its shareholders wanted to create a successful exit strategy for their investment and needed assistance identifying strong strategic and financial buyers to provide a liquidity event and succession plan for Bill Del Chiaro, ODP’s President & CEO.

Solution
Matrix’s relationships and knowledge of the top competitors in the food and snack industry, combined with Matrix’s familiarity and expertise with financial buyers, provided the Company with a number of exit options.

Working closely with management, Matrix analyzed and evaluated the Company’s options and preferences and introduced offers from strategic buyers and financial sponsors that were interested in acquiring 75% to 100% of the Company.

Matrix proactively negotiated through complex working capital, environmental & deferred tax topics.

After providing ODP with a number of options, ODP’s shareholders chose Hammond’s Candies, a family owned and operated manufacturer of hard-candy and snacks based in Denver, Colorado, to acquire ODP.

• Client: ANS
• Location: Phoenix, AZ
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: KLH Capital
• Close Date: November 2012

• Client: RCC Western Stores
• Location: Rapid City, SD
• Industry: Consumer Products
• Buyer/Investor: Boot Barn
• Close Date: August 2012

Situation
RCC Western Stores (“RCC”), headquartered in Rapid City, South Dakota, is one of the oldest and most respected retailers in the western apparel and footwear industry. Founded in 1984, the company expanded its territory over the years to encompass 30 stores in 12 states throughout the South and Midwest. Known for its customer service and breadth of products, RCC quickly became a leader in the specialty retail industry in the U.S.

Objective
RCC wanted to create a successful succession plan and needed assistance in identifying a strong financial or strategic partner to provide a liquidity event for the company’s shareholders.

Solution
Prior to RCC officially engaging Matrix as their sole sell-side advisor, Matrix learned through their industry contacts that one of RCC’s competitors was on the market.

Given Matrix’s industry relationships and knowledge of the top competitors in the western apparel retail sector, Matrix established that Boot Barn, a portfolio company of Freeman Spogli & Co., would be the best fit and most aggressive acquirer. In order to proactively preempt the elimination of Boot Barn as a potential buyer, Matrix advised RCC to pursue an exclusive approach to Boot Barn.

Matrix and RCC worked expeditiously with Boot Barn & Freeman Spogli, holding a management presentation with all parties 3½ weeks after signing the engagement agreement. Matrix worked extensively with management to analyze all aspects of the company including the company’s four-wall profit, new store openings and working capital in advance of the presentation to Boot Barn and Freeman Spogli. Matrix was able to finalize execution of an LOI two weeks after the initial presentation, and signing of the purchase agreement, four weeks after the LOI.

Matrix was able to close the deal with RCC and Boot Barn prior to Boot Barn pursuing other acquisition targets. This preemptive approach allowed RCC’s shareholders to maximize their value and to create a succession plan for the company and its heritage.