Transactions

• Client: Revere Gas, Inc.
• Location: Hartfield, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Dixie Fuel Company and Natural Gas Company of Virginia, Inc., d/b/a Mr. Able Propane
• Close Date: August 2017

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

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

• 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

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

• Client: Campbell Oil Company
• Location: Masillon, OH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Lykins Energy Solutions
• Close Date: December 2016

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: Castlewood Treatment Center
• Location: St. Louis, MO
• Industry: Healthcare
• Buyer/Investor: The Riverside Company
• Close Date: December 2016

• Client: 7-Eleven, Inc.
• Location: Irving, TX
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Parkland Fuel Corporation
• Close Date: December 2016

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: Old Dominion Security Co., Inc.
• Location: Richmond, VA
• Industry: Healthcare
• Buyer/Investor: U.S. Security Associates, Inc.
• Close Date: November 2016

• 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

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

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

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

• Client: RAVentures
• Location: Westford, MA
• Industry: Healthcare
• Buyer/Investor: Store Capital
• Close Date: June 2016

• Client: Mutual Oil Co., Inc.
• Location: Brockton, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Truman Arnold Companies
• Close Date: June 2016

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

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

• 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: Next Generation Children’s Centers
• Location: Sudbury, MA
• Industry: Healthcare
• Buyer/Investor: Cadence Education, a portfolio company of Audax Group
• Close Date: February 2016

• 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

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: PlanG
• Location: Richmond, VA
• Industry: Healthcare
• Buyer/Investor: YouDecide
• Close Date: November 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

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

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

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: Safe Foods International Holdings, LLC
• Location: Chicago, IL
• Industry: Healthcare
• Buyer/Investor: Laboratory Corporation of America® Holdings
• Close Date: October 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

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

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

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

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

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

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: Arista Laboratories, Inc.
• Location: Richmond, VA
• Industry: Healthcare
• Buyer/Investor: n/a
• Close Date: June 2015

• 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

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

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

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

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

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

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

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

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

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

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

• Client: Ashton Lewis Lumber Co.
• Location: Gatesville, NC
• Industry: Lumber
• 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

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

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

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

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

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

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

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

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: CEO, Mike Bourn and a Private Investment Group
• 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

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: Lumber
• 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

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

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

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
• Buyer/Investor:
• 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.

• Client: Florida Oil Holdings, LLC.
• Location: Atlanta, GA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Circle K Stores, Inc.
• Close Date: August 2012

Situation
The managing members of Florida Oil Holdings, LLC had decided to sell the company’s 29 company-operated stores in the Orlando metro market so that they could concentrate their efforts and capital on their assets in the Atlanta area. The assets had been acquired from BP Products North America Inc. in March 2010.

Objective
To customize, execute, and complete a confidential sale process that would allow Florida Oil to realize maximum value for their assets in a sales process that would require no more than six months.

Solution
Matrix provided valuation guidance to Florida Oil’s managing members and 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 the transaction.

Multiple competing offers were received, and Circle K Stores, Inc. was selected as the purchaser.

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

Matrix worked with the managing member to coordinate issues with BP concerning the branded fuel contract and existing store branding.

The transaction was completed in less than six months with all of Florida Oil’s objectives achieved.

• Client: The Wagner Group
• Location: Owega, NY
• Industry: Lumber
• Buyer/Investor: Baillie Lumber
• Close Date: July 2012

Situation
The Wagner Group, headquartered in Owego, New York and comprised of three independent sawmill operations, serves as the premier producer of hardwood lumber in the Northeast region and one of the largest sawmill operations in the nation.

Objective
Matrix was retained by The Wagner Group to pursue a sale of the business to a strategic buyer that would offer an ongoing cultural fit, drive future growth, and allow for a liquidity event for the Company’s two shareholders.

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 terms, willingness to close transaction expeditiously, and overall cultural fit with The Wagner Group.

Deal valuation exceeded client expectations and allowed the Company’s two shareholders a full liquidity event while giving them ongoing involvement in the business.

• Client: E. J. Pope & Son, Inc.
• Location: Mt. Olive, NC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Various Buyers
• Close Date: July 2012

• Client: Alliance Energy LLC
• Location: Waltham, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Various Buyers
• Close Date: July 2012

• Client: Strasburger Enterprises, Inc.
• Location: Temple, TX
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: 7-Eleven, Inc.
• Close Date: June 2012

Situation
Strasburger Enterprises, Inc.’s shareholders contacted Matrix regarding their desire to sell the Company’s company operated and dealer operated convenience stores and dealer supply contracts in order to focus on their other lines of business.

The portfolio consisted of 21 company operated stores, 9 commissioned agent stores, 2 dealer operated stores, 2 closed sites, and 3 wholesale supply agreements.

Objective
To customize, execute, and complete a confidential sale process that would maximize value for Strasburger’s assets.

Solution
Matrix provided valuation guidance to Strasburger 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 all of the assets as well as subgroups of the assets.

7-Eleven, Inc. was selected as the purchaser for nearly all of the company operated stores and several dealer stores.

Empire Petroleum acquired the fuel supply agreements and it was decided to negotiate with the existing dealers for the few remaining sites.

Matrix negotiated the offers and the purchase agreement and coordinated the due diligence and closing processes.

The transaction with 7-Eleven closed in June 2012.

• Client: NAMCO, LLC
• Location: Manchester, CT
• Industry: Consumer Products
• Buyer/Investor: Salus Capital Partners
• Close Date: June 2012

Situation
NAMCO, LLC, headquartered in Manchester, CT, is a retailer of pools, pool supplies and recreational equipment with 44 locations throughout the Northeast and Mid-Atlantic.

Objective
Matrix was retained by NAMCO and its majority shareholder, J.H. Whitney & Co., to refinance the Company’s line of credit with a new $20 million facility that would provide sufficient liquidity for the Company’s seasonal sales patterns.

Solution
Matrix targeted a broad universe of lenders with a comprehensive memorandum detailing the Company’s business and outlining what was being sought in a new credit facility.

Entered into extensive conversations with several lenders interested in the opportunity.

Closed transaction with a newly formed lender, Salus Capital Partners, capable of providing the seasonal overadvance required to help NAMCO operate through seasonal low periods.

• Client: Pester Marketing Company
• Location: Denver, CO
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: RBS Citizen
• Close Date: April 2012

Situation
Pester Marketing Company’s debt amortization periods were maturing and Pester sought the advice of Matrix; given that Matrix had previously been engaged to value the Company and its wholly-owned subsidiaries.

Objective
To lower financing costs and to consolidate, expand and reconfigure Pester’s debt capital structure and treasury management services to better suit the more sophisticated financial needs of the growing company.

Solution
Having previously valued Pester, Matrix was in an ideal position to move quickly and solicit competing refinancing packages from various senior lenders.

Matrix built a comprehensive, corporate financial projection model to test future balance sheet capacity, income and cash flow generation, and capital structures under various scenarios.

Several competing refinancing packages were received, and Pester chose to pursue the RBS Citizens option.

Matrix assisted in the negotiation of the credit terms and agreements.

Today, Pester’s senior credit facilities are more appropriate for the Company and provide for much greater flexibility going forward. The balance sheet is more liquid to withstand margin volatility and allows for future investment to facilitate growth.

• Client: High’s of Baltimore, Inc.
• Location: Hanover, MD
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Carroll Independent Fuel Co.
• Close Date: March 2012

Situation
The shareholders of High’s of Baltimore, Inc. decided it was time to sell the Company, comprised of 46 company operated retail units trading as High’s Dairy Stores. The Company had been in business for over 60 years.

Matrix had previously executed a rationalization sale of approximately 20 units, in order to prepare the Company for a portfolio sale to a single strategic buyer.

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

Solution
Matrix provided valuation guidance to High’s shareholders 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 the transaction.

Several competing offers were received, and Carroll Independent Fuel Co. was selected as the purchaser.

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

Several members of the High’s management team, including one of the existing shareholders, were retained by Carroll to oversee the newly formed retail division.

• Client: Carroll Independent Fuel Company
• Location: Baltimore, MD
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Star Gas Partners, L.P.
• Close Date: March 2012

Situation
The shareholders of Carroll Independent Fuel Company decided it was time to exit the heating oil and ancillary services business, in order to reinvest capital in faster growing business segments.

Objective
To customize, execute, and complete a confidential sale process that would allow Carroll to realize maximum value for their assets, while still retaining overall brand identity for the branded fuels and transportation businesses.

Solution
Matrix provided valuation guidance to Carroll’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 Star Gas Partners, L.P. (NYSE: SGU) was selected as the purchaser.

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

As part of the deal, Star Gas entered into long-term lease and throughput agreements for the regional bulk plants owned by Carroll. This will provide residual income to Carroll’s shareholders for years to come.

• Client: Mid-Atlantic Convenience Stores, LLC
• Location: Richmond, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: S. Coraluzzo Petroleum Transporters
• Close Date: February 2012

Situation
The private equity group that owns Mid-Atlantic Convenience Stores (“MACS” or “Company”), Catterton Partners (“Catterton”), had made a strategic decision to sell the Company’s fuels transportation division.

Objective
The Company wanted to find a strategic partner that would acquire the fuels transportation assets (a fleet consisting of over 35 tractors and trailers hauling approximately 500 million gallons of fuels), hire its employees, and agree to haul fuels to MACS’ 300+ retail and dealer stores at a fixed cost for three to six years.

MACS wanted to ensure that the buyer could service its own stores and dealer customers at a level that was second to none and reliability of product deliveries had to be nearly guaranteed by the buyer.

Solution
Matrix solicited offers from a select group of the most reputable fuels transportation companies with operations on the east coast and asked each to make an offer for the assets and goodwill of the business as well as freight rates on a long-term hauling contract to service MACS’ accounts.

By executing on a very competitive, yet selective, confidential sale process, Matrix was able to find MACS a partner that could provide them with a reliable hauling solution for the foreseeable future at attractive rates and get value for the sale of its equipment and business. The transaction also allowed MACS to focus on its core competencies of fuels distribution, marketing, and convenience store operations.

• Client: Energy US Propane, a North American Propane Company
• Location: Taunton, MA
• Industry: Industrial Products
• Buyer/Investor: NGL Energy Partners LP (NYSE: NGL)
• Close Date: February 2012

Situation
North American Propane (doing business as EnergyUSA Propane), headquartered in Taunton, MA, is a large, regional retail and wholesale distributor of propane, distillates and packaged gases to residential, commercial, industrial and agricultural customers.

Record warm temperatures in 2011 and 2012 in the Northeast and Mid-Atlantic hindered Company performance (and industry performance) during the course of the process.

Lack of liquidity and an expiring senior debt facility caused day-to-day operational distraction and significant negotiations with the senior lender.

Environmental issues necessitated additional studies to be conducted on multiple Company-owned locations in an expedited manner prior to closing.

Objective
Matrix was retained by North American Propane, including its largest shareholders Albion Investors, to pursue an expedited sale of the business due to its strong performance and the impending maturity of its senior debt facility.

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 and willingness to close transaction within 40 days of signing a letter of intent.

Deal valuation exceeded client expectations; banking relationship was effectively managed through deal closing to ensure a successful transaction.

• Client: United Fuel & Energy Corporation
• Location: Orange, CA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Southern Counties Oil Co.
• Close Date: January 2012

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

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

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

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

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

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

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

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

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

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

• Client: Supreme Oil
• Location: Suffolk, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: LAP Groups & Various Buyers
• Close Date: December 2011

• Client: Coastal Lumber/American Industrial Partners
• Location: Charlottesville, VA
• Industry: Lumber
• Buyer/Investor: American Industrial Partners
• Close Date: October 2011

Situation
Coastal Lumber Company, headquartered in Charlottesville, Virginia, is a regional producer of high grade, green sawn and kiln dried hardwood lumber.

Objective
Matrix was retained by American Industrial Partners, a New York, New York based private equity group, to pursue an acquisition of the assets of Coastal Lumber Company, which consisted of nearly a dozen distinct operations.

Solution
Due to challenging industry conditions, Coastal Lumber was in a distressed financial condition.

Accordingly, Matrix and American Industrial Partners entered into negotiations with the Company’s senior lender, which controlled the outcome of the transaction.

Price, terms and conditions of a transaction were successfully negotiated with the Company’s senior lender, resulting in a favorable outcome for American Industrial Partners.

• Client: ShelterLogic, LLC
• Location: Watertown, CT
• Industry: Consumer Products
• Buyer/Investor: Management, RFE and Charter Oak Equity
• Close Date: August 2011

Situation
ShelterLogic, headquartered in Watertown, CT, is a leading, global manufacturer and marketer of fabric-covered, steel frame shelters and canopies for diverse consumer and commercial applications, including sheds, garages and recreational pop-up canopies.

Objective
Matrix was originally retained by ShelterLogic, including its largest shareholders Albion Investors and Montauk Capital, to refinance maturing mezzanine debt. After securing several compelling proposals, the Company elected to pursue a sale of the business due to its strong performance and differing shareholder objectives.

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

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

Deal closed above client expectations; management received partial liquidity and remained shareholders with attractive equity option pool.

• Client: Lawrenceville Brick, Inc.
• Location: Lawrenceville, VA
• Industry: Building Products
• Buyer/Investor: The Belden Brick Company
• Close Date: July 2011

Situation
Lawrenceville Brick, Inc. (“LBI”) was founded over 60 years ago by individuals from the local community in Lawrenceville, VA. The company rose to become a leading brick manufacturer with an annual brick capacity of 115,000,000 SBEs. The company has two active production facilities, one built in 2003, which is highly automated and state of the art. Nearby, the company owns an estimated 40 years of clay reserves, as well as two additional retail locations in Chesapeake and Williamsburg, VA. The company accumulated considerable net losses for 2008-2010 caused by the decline of the housing market in 2008. LBI’s bank was not willing to extend their long term debt without new investment.

Objective
The special committee of LBI hired Matrix to assess the viability of raising capital, with a goal of raising much of the funds from its existing shareholder base of 170+ shareholders. Initially, it appeared that the company could weather the housing market decline with approximately $1.5mm of new capital. As the housing starts continued to languish, and the company continued to post losses, the new capital requirements rose to an estimated $2.5-$3.0mm. The revised objective was to maximize the value for all stakeholders, marketing the company to a larger strategic acquirer that valued LBI’s capabilities, reputation, customer base, etc. – a suitor that would have the ability and willingness to carry the company until the U.S. housing market recovered.

Solution
Matrix orchestrated a mini-auction environment with approximately six strategic acquirers. The goal was to maximize value while “teaming up” with the best long-term partner for LBI, its employees and the community.

A large international building materials company appeared to be the most interested, and a reasonable fit, but after extensive due diligence, they lowered their offer while delaying the closing by 30 days.

This created an opportunity for The Belden Brick Company to accelerate due diligence, revise and receive board of director approval of an offer and issue an LOI in a matter of days. Belden submitted a commitment letter from their bank a few days later, ultimately closing the transaction 18 days from the LOI. Belden Brick is the largest family owned and operated brick manufacturer in the U.S., making the Company an ideal partner for LBI, whose own shareholder based includes second and third generation family members.

Matrix was able to negotiate a roughly $4.5mm discount with LBI’s bank, in order to shift proceeds to employee severance, miscellaneous expenses and ultimately to the shareholders.

• Client: Cumberland Farms, Inc.
• Location: Framingham, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Sam's Food Stores
• Close Date: June 2011

Situation
Cumberland Farms had identified 29 owned third party operated petroleum marketing outlets and convenience stores that they also supplied fuels to that they wanted to divest as they were no longer considered long-term strategic assets for Cumberland.

Cumberland wanted to redeploy the capital from the sale of these stores to invest in its other existing and new-to-industry company-operated retail units.

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

Solution
Matrix designed and executed on a sale process whereby Cumberland gave existing tenants purchase options, while at the same time marketing the assets to outside prospective buyers in order to drive maximum competition for the stores.

Matrix broadly marketed the opportunity utilizing its proprietary database. As a result, over 400 confidentiality agreements were executed by prospective buyers.

5 of the stores were purchased by Sam’s Food Stores and the remaining 24 stores were sold to individual buyers, many of which were the existing tenants.

Only one tenant exercised the purchase option due to the prices set in the purchase options, which was the intention, as it and the competitive process served as a mechanism for them to pursue acquiring Cumberland’s real estate at their store.

Cumberland converted unrealized gains on its balance sheet to realized equity that it can utilize to pursue remodeling and new-builds of company-operated stores in its strategic markets going forward.

• Client: High’s of Baltimore, Inc.
• Location: Hanover, MD
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: 7-Eleven, Inc. & Various Buyers
• Close Date: April 2011

• Client: Triton Marketing, Inc.
• Location: Atlanta, GA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Cary Oil
• Close Date: January 2011

Situation
The largest shareholder of Triton Marketing, Inc., a seventy million gallon wholesale distributor of branded and unbranded motor fuels based in Atlanta, wanted to realize the gains on his investment in the business, extract capital, and re-allocate to other business opportunities.

The minority shareholders also wanted to realize their investment as well as secure employment with the eventual buyer for the business.

Objective
To secure the highest valuation from a prospective buyer for the business, while simultaneously working to provide the minority shareholders with continued employment.

Limit the exposure of the business to the marketplace so as to ensure confidentiality and prevent business disruption.

Solution
Matrix designed and executed a two-staged marketing process.

In the first stage limited information was provided to prospective buyers after a confidentiality agreement was executed; the information served as a guide by which buyer would submit a non-binding indication of interest.

A select number of prospective buyers were invited to participate in the second stage after the review of the indications of interest; a formal mark-up of a seller-drafted asset purchase agreement was used as the prospective buyers best and final offer for the business.

Fifty-four prospective buyers took part in the first stage, twelve indications of interest were received, four companies were invited to participate in the second stage, and ultimately Cary Oil was selected as the buyer for the assets.

The assets were sold for the best price and under the best terms available in the market; further, the minority shareholders retained employment with Cary Oil and continue to grow the business in the Georgia market.

• Client: Lehigh Gas Corporation
• Location: Allentown, PA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Sunoco and various other buyers
• Close Date: December 2010

Situation
Lehigh Gas Corporation’s (“Lehigh” or the “Company”) goal to continue its growth through opportunistic acquisitions required the harvesting of equity within its six hundred asset operation. Lehigh retained Matrix to provide a strategic review of its assets and make recommendations as to how to best capture unrealized equity, while simultaneously setting the Company up for optimal operational performance going forward.

Objective
To value Lehigh’s retail assets and select the best assets for rationalization.

To customize, execute and complete a sales process or processes that would allow Lehigh to realize maximum value for the selected assets.

Solution
Matrix worked with Lehigh and identified a mix of company-operated and dealer-operated stores in New York, Pennsylvania and New Jersey that when sold the proceeds would meet the Company’s goals.

Matrix broadly marketed the opportunity to acquire the stores, utilizing their proprietary database along with advertisements strategically placed in regional and ethnic news media. As a result, Matrix collected over 200 confidentiality agreements from prospective buyers.

34 of the stores were purchased by Sunoco and the remaining 6 stores were sold to individual dealers.

Lehigh converted unrealized gains on its balance sheet to realized equity that it can utilize to pursue growth acquisitions in its key operating markets going forward.

• Client: Power Plate
• Location: Irvine, CA
• Industry: Consumer Products
• Buyer/Investor:
• Close Date: December 2010

• Client: Advantor Systems Corporation
• Location: Orlando, FL
• Industry: Business Services
• Buyer/Investor: McCarthy Capital
• Close Date: August 2010

Situation
Advantor is a leading global designer, manufacturer and integrator of physical security systems with extensive experience securing high profile government, Department of Defense and commercial organizations. Their primary business provides security solutions to identify and manage threats to critical infrastructures. Advantor has over 1,000 systems deployed worldwide.

Objective
Matrix was retained on an exclusive basis to assist Advantor in identifying a strong financial partner to provide a minority investment to support the retirement of existing subordinated debt, a dividend to the existing shareholders and to provide growth capital for the Company.

Solution
Matrix conducted a targeted sale process with a select group of private equity funds that could expeditiously consummate a recapitalization transaction at maximum value.

Ultimately, a transaction was structured with McCarthy Capital, a $500 million private equity fund based in Omaha, NE with offices in Denver and Boston. This provided a flexible capital structure to support continued growth.

• Client: Quarles Petroleum, Inc.
• Location: Fredericksburg, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: 7-Eleven, Inc. and other various buyers
• Close Date: June 2010

Situation
Quarles Petroleum, Inc. wanted to divest of its 20 company operated convenience stores and focus solely on its distribution business. Matrix was retained to provide Quarles with a valuation and strategic alternatives for divesting the retail assets.

Objective
To maximize the value of Quarles’ retail stores by offering the chain for sale as a whole package, in groups of stores, or individually.

Solution
Matrix utilized its proprietary database to contact national convenience store chains, regional jobbers, local jobbers, individual store operators, and financial buyers. As a result of the marketing effort, Matrix collected approximately 200 Confidentiality Agreements from prospective buyers. Several competing offers were received for the whole chain, the groups, and several individual stores. 7-Eleven was selected as the purchaser for 14 of the stores with Quarles leasing the underlying real estate to them. The remaining 6 stores were sold to individual store operators. This transaction structure maximized value for Quarles by providing the best combination of cash consideration, ongoing lease payments, and continued ownership of real estate. All of the stores will continue to accept Quarles’ fleet cards.

• Client: Stalcop LP
• Location: Thorntown, IN
• Industry: Industrial Products
• Buyer/Investor: Alpha Capital Partners
• Close Date: April 2010

Situation
Matrix was retained by 13i, a Midwest private equity group, to market the Company to domestic and international strategic buyers, as well as to the private equity community.

Objective
13i sought to find a partner that would recognize the value of the Company’s “Eastern European” manufacturing strategy, as well as continue to support the company’s growth and consolidation strategies.

Solution
Matrix conducted a broad marketing process that included private equity firms, domestic strategic and international strategic buyers.

Unfortunately, during the marketing process the Company was adversely impacted by the downturn in the economy and Matrix advised the Company to cease with the transaction process until management could replace the lost business.

In the interim, Matrix successfully advised the company in direct negotiations with Alpha Capital Partners to effect a minority recapitalization of the Company that included restructuring Stalcop’s debt obligations, improving working capital and strengthening the company’s balance sheet.

Matrix’s relationships through M&A International played a critical role in the marketing process as Matrix was able to market the company to international buyers in 17 countries through our M&A International partners.

• Client: O’Sullivan Films, Inc.
• Location: Winchester, VA
• Industry: Industrial Products
• Buyer/Investor: Konrad Hornschuch AG, a portfolio company of Barclays
• Close Date: March 2010

Situation
O’Sullivan Films, a leading producer of polymer and finishing film technologies, was approached by Konrad Hornschuch AG, a portfolio company of Barclays Private Equity, based in Weissbach, Germany. As well, another overseas suitor was formally pursuing the company.

In addition, there were substantial obstacles to overcome as a result of having three different shareholder groups with varying needs and interests, including the original seller (PolyOne Corp.), management, who would be continuing in their roles with the new owner, and third party investors.

Objective
After originally representing management in the 2006 acquisition of O’Sullivan Films from PolyOne, Matrix was again retained to represent O’Sullivan and offer our expertise to help structure and negotiate the transaction.

Solution
Matrix negotiated an extremely complex deal with a premium valuation based on normalized earnings.

This transaction was complicated by several factors, including reinvestment by the management team (and potential conflicts with the other shareholders who were not reinvesting), seller retained real property that was in the process of being sold, difficult environmental conditions, and complexities related to the buyer’s legal structure, which included more than six legal entities involved in the chain of ownership. Lastly, the acquiring company would be merged into the seller at closing further complicating the protection and security for future earn out payments.

• Client: Uni-Marts, LLC
• Location: State College, PA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Lehigh Gas and various other buyers
• Close Date: December 2009

Situation
Uni-Marts, a petroleum marketer and convenience store operator with over 225 assets in Pennsylvania, New York and Ohio that filed bankruptcy, retained Matrix as its investment banker to manage the sale and/or the reorganization of the company. Matrix was approved as a professional in the bankruptcy case.

Objective
After working with the financial advisor to the Official Committee of Unsecured Creditors to review asset level financial performance and evaluating the physical condition of the assets, Matrix advised the Company and the secured and unsecured creditors that breaking up the assets and offering them on an individual basis to prospective buyers would generate substantial competition and drive values for the assets which would, in turn, achieve maximum value.

Matrix developed a marketing strategy, which relied on its proprietary database of prospective buyers, placed advertisements in ethnic print media, and utilized industry trade magazines that attracted various prospective buyer types for the assets.

After executing a Confidentiality Agreement (“CA”) and being granted access to Matrix’s proprietary online data room, prospective buyers were instructed to submit their offers in the form of a template, Debtor-provided, asset purchase agreement (“APA”). Prospective buyers who had submitted an APA with an earnest money deposit and evidence of ability to close the transaction were invited to participate in a live auction to determine the ultimate winner of each asset.

Concurrent with the broad marketing process, Matrix sought larger, strategic buyers to become Stalking Horse Bidders. Kwik Pik, LLC, an affiliate of Lehigh Gas Corporation, was selected as the Stalking Horse Bidder and a unique purchase agreement was negotiated that eliminated the potential for lease rejection claims and established baseline values for all of the properties while simultaneously providing the ability to maximize value by permitting certain assets to still be sold to individual store buyers.

Solution
Matrix received over 300 CA’s, and received over 100 APA’s from individual and strategic buyers. These buyers were invited to participate in the live-auction. The live auction, which was planned, coordinated, and executed by Matrix, spanned over 15 hours and featured numerous rounds of competitive bidding.

As a result of Matrix’s marketing efforts and auction execution, the Debtor realized a 13% improvement to the Stalking Horse Bid. Kwik Pik, LLC was the successful bidder for 138 of the assets, while the other 68 assets were sold to 25 different buyers. 95% the asset sales closed within 60 days of the auction, and the remaining 5% closed within 75 days of the auction.

• Client: Jones & Frank Corp.
• Location: Norfolk, VA
• Industry: Industrial Products
• Buyer/Investor: Management and BB&T Capital Partners
• Close Date: December 2009

Situation
Jones & Frank Corp., dual-headquartered in Norfolk, VA and Raleigh, NC, is a leading provider of petroleum equipment and services to the retail and commercial segments of the petroleum industry along the East Coast.

Prior to the transaction, Jones & Frank underwent a significant transition between suppliers to better position the Company for future growth. This transition resulted in significant costs to the Company over a two year span, negatively impacting EBITDA.

Objective
After purchasing the business in 1971, the Company’s majority shareholder was seeking a liquidity event for himself as he continued to phase out of his day-to-day role in the business. Partial liquidity was also being sought for the Company’s minority shareholders, who remained active in the business.

Solution
Matrix conducted a competitive process among private equity groups and received numerous Indications of Interest before inviting select groups to management presentations.

Process included virtual data room and seller-drafted purchase agreement.

Buyer was ultimately chosen due to strong understanding of industry dynamics and willingness to fully accept Company’s normalized EBITDA.

Deal closed in a timely manner and well above client value expectations; management team received partial liquidity and remained shareholders with attractive equity option pool.

• Client: Connecticut Department of Transportation
• Location: Newington, CT
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Project Service, LLC
• Close Date: October 2009

• Client: Crescent Oil Company, Inc.
• Location: Kansas City, MO
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor:
• Close Date: August 2009

• Client: Tru-Kay
• Location: Lincoln, RI
• Industry: Consumer Products
• Buyer/Investor:
• Close Date: July 2009

• Client: Herndon Oil Corporation
• Location: Abbeville, AL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: The Pantry
• Close Date: June 2009

Situation
Herndon Oil Company knew that it wanted to rationalize a significant portion of its fifty-five retail asset portfolio, but did not know where to start. The Company retained Matrix to prepare an assessment of the assets and recommend a sales process.

Objective
To asses all of Herndon’s retail assets and prepare a valuation to serve as a guideline for selecting the assets for rationalization.

To customize, execute and complete a value-maximizing sales process that identified one prospective buyer for all of the assets.

Solution
Matrix worked with Herndon and identified forty stores in the Mobile, AL and Pensacola, FL markets that when sold the proceeds would meet the Company’s goals.

Matrix identified and confidentially contacted approximately fifty prospective buyers with the pre-determined wherewithal to complete a forty-store transaction.Several competing offers were received, and The Pantry was selected as the purchaser.

Through an aggressive negotiation of the purchase contract Matrix was able to secure Herndon Oil Company’s desired sale proceeds on terms extremely favorable to Herndon, and the transaction closed in 72 days from contract execution.

• Client: Delek U.S. Holdings, Inc./East Coast Oil
• Location: Brentwood, TN
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Wilco and various other buyers
• Close Date: May 2009

Situation
Delek U.S. Holdings (NYSE: DK) contacted Matrix to pursue a sale of its Virginia division as it had decided that the division was no longer a strategic fit to its core operations.

Objective
Based on the diversity of the asset strength, format, and condition, we advised Delek to proceed with a broad sale process that allowed buyers to submit offers on all of the stores, groups of stores, or individual stores.

Solution
Matrix utilized our proprietary database to contact over 2,500 prospective buyers. As a result of our marketing effort, Matrix collected approximately 200 Confidentiality Agreements from prospective buyers that included sole-proprietor operators, real estate developers, local jobbers, and regional jobbers.

We diligently contacted the prospective buyers that had submitted CA’s throughout the marketing process and collected Asset Purchase Agreements from over 30 different buyers.

Delek accepted offers on 10 stores from WilcoHess, LLC and offers on 19 other stores from 12 other buyers for values that exceeded Matrix’s optimistic valuation expectations.

These successful closings at valuation levels above expectations occurred during the height of the economic and credit crisis.

• Client: ASAP Industries, LLC
• Location: Houma, LA
• Industry: Industrial Products
• Buyer/Investor: Hudson Ferry Capital and the ASAP Management Team
• Close Date: December 2008

Situation
ASAP Industries, LLC, based in Houma, Louisiana, is a full service, API certified, precision machining and fabrication business that specializes in the manufacture, repair, and refurbishment of equipment used in the drilling and production of oil and natural gas.

Objective
After founding the Company in 2001, ASAP’s General Manager was seeking a liquidity event for himself and the 12 other shareholders, as well as an opportunity to gradually phase out of the Company’s day-to-day operations.

Solution
Shortly after engaging Matrix to pursue a sale of the Company, ASAP’s API certification was suspended – resulting in a temporary decline in revenue. At Matrix’s advice, the process was postponed until ASAP’s API certification was restored and revenue growth resumed.

Matrix contacted many potential buyers and lenders and distributed Confidential Information Memorandums to private equity and strategic buyers and lenders.

Initial indications of interest (IOIs) were received from multiple interested parties representing a broad range of values.

Despite falling oil prices and a tight credit market, Matrix ultimately closed the transaction with Hudson Ferry Capital, LLC within 55 days of signing a letter of intent.

• Client: Peterborough Oil
• Location: Leominster, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Alliance Energy, LLC
• Close Date: July 2008

Situation

Peterborough was contacted by a competitor about acquiring its assets but after preliminary negotiations believed that the value proposed by the potential acquirer was not adequate. The Company determined that hiring an advisor was in its best interests, and it contacted Matrix to propose a valuation and sale process.

Objective

To maximize value by using a broad marketing process to solicit offers on one, some, or all of the assets.

Solution

Matrix identified and contacted over 2,500 prospective buyers for the assets and utilized a confidential acquisition profile to generate interest. The marketing effort yielded over 250 executed confidentiality agreements during a two month marketing period.

As a result of its marketing effort and constant communication with prospective buyers, Matrix was successful in soliciting over 100 offers for the assets.

The value Peterborough received was close to 50% greater than the offer they had negotiated prior to engaging Matrix.

The offer was made in the form of a redlined pre-drafted, Peterborough-provided asset purchase agreement that left intact many of the Company’s terms and conditions.

• Client: Sharon Stairs
• Location: Akron, OH
• Industry: Industrial Products
• Buyer/Investor: Worthington Integrated Business Systems
• Close Date: June 2008

Situation
Matrix was retained by Alliance Holdings, Inc. to sell the Company in a process that would maximize purchase price.

Since investing in the Company, the CEO had consolidated the Company’s manufacturing facilities and successfully implemented several growth initiatives, increasing revenues by 220% in the four years leading up to its sale.

Objective
After owning the company for over nine years, the private equity group was ready to exit its investment in order to pursue several additional platform companies while simultaneously realizing a significant return on its capital.

Solution
Matrix identified and contacted private equity groups and strategic buyers and received an abundance of IOIs before inviting groups to management presentations.

Matrix successfully identified and negotiated a deal with a strategic buyer that aligned management’s interests going forward, closed within 45 days of signing a letter of intent, and exceeded the client’s value expectation, despite current industry concerns.

• Client: ZOOTS Dry Cleaning
• Location: Sturbridge, MA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: US Dry Cleaning, SORT LLC, C&C Clean Team Enterprises LLC and various strategic buyers
• Close Date: February 2008

Situation
Charlesbank, a Boston-based private equity fund, contacted Matrix to pursue a sale of the largest dry leaning chain in the United States, Zoots, Inc., which they had a majority ownership interest in.

Objective
The owners wanted to sell its 73 dry cleaning stores and 95 delivery routes located in MA, OH, NJ, PA, RI, and VA in a manner that maximized the sale proceeds.

Solution
Matrix designed a sale process that allowed potential buyers to submit offers on parts of (delivery routes and/or stores) or entire networks (MA, PA/NJ, OH, VA) of assets. The broad bifurcated sale process resulted in a considerable amount of offers on all components of the business and led to the sale of all of the assets to 10 separate buyers, with 4 of those buyers acquiring entire networks. The successful sale led to the owners being able to realize substantial consideration for its assets despite the fact that the company was not, and had never been, profitable.

• Client: Southern Oil Company, Inc.
• Location: Suffolk, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Shlok Enterprises
• Close Date: February 2008

• Client: Riddleberger Brothers, Inc.
• Location: Mount Crawford, VA
• Industry: Building Products
• Buyer/Investor: Comfort Systems
• Close Date: February 2008

Situation
Riddleberger Brothers is the largest mechanical contractor in Virginia’s Shenandoah Valley. The Company provides engineering, installation and maintenance of mechanical systems in Central and Western Virginia and serves a diverse group of commercial and institutional clients.

Comfort Systems USA (NYSE: FIX), the nation’s largest mechanical systems installation and service provider, approached Riddleberger on an unsolicited basis to acquire the company.

Matrix had a long-term advisory relationship with the owner of Riddleberger, dating back to when Matrix advised the owner when he initially acquired Riddleberger ten years prior.

Objective
Matrix was hired to manage the transaction process with Comfort Systems, negotiate the terms and conditions of the deal, and to “keep the buyer honest” with the threat of an auction.

Solution
Matrix effectively streamlined the process by coordinating between the attorneys and accountants of both sides and by coordinating the diligence process.

By leveraging the threat of an auction process, Matrix was able to maximize the terms and consideration of the deal, while serving the dual role as a buffer between the Riddleberger and Comfort Systems management teams, who would be working closely together post close.

• Client: Neighborhood Convenience, Inc. /Little Sue
• Location: Richmond, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: 7-Eleven, Inc.
• Close Date: January 2008

Situation
The owner of Neighborhood Convenience Stores, Inc. wanted to maximize the value of the business he had operated for over a decade in order to retire. He engaged Matrix to advise him in the sale of 8 of his 9 Little Sue branded convenience stores.

Matrix determined the market value for each store based on the historic store profit and loss statements, review of property leases and environmental documents, review of the fuel supply agreement, site visits, and an evaluation of the operating market.

Objective
After sharing this valuation and obtaining a thorough understanding of the client’s business, Matrix crafted a very confidential sale process which focused on a limited number of large strategic buyers and regional petroleum marketers who were looking to grow in this particular geography. The eight stores were offered as one package.

Neighborhood Convenience was obligated under a long term supply contract with a local Exxon jobber, and the transaction depended on the buyer assuming that contract to avoid litigation, penalties, or delays in the transfer of the assets.

Solution
Matrix contacted 77 potential buyers and provided them with Acquisition Profiles, describing the business in general terms without revealing the identity of the seller.

We received executed confidentiality agreements from 35 of the potential buyers contacted. These buyers were given access to a secure online data room which allowed them to easily access all of the due diligence information related to the sale.

Several offers were received for the entire package and Matrix negotiated an acceptable Asset Purchase Agreement with 7-Eleven, Inc. for the 8 stores. The client’s value expectations were exceeded and 7-Eleven assumed the supply agreement.

• Client: C.R. Quesenberry, Inc.
• Location: Abingdon, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Petroleum Marketing Group, Inc.
• Close Date: January 2008

Situation
The shareholders of C.R. Quesenberry, Inc. wanted to maximize the value of the business that they had started and managed for multiple generations. They approached Matrix to customize a sale strategy.

The Company was in discussions with two potential acquirers. One of these parties submitted a verbal offer, but based on Matrix’s advice, C.R. Quesenberry decided to engage Matrix to run a competitive process to maximize value as opposed to accepting the offer.

Objective
After providing the Company with a valuation of the business and the available transaction alternatives, the shareholders sought a confidential sale of the entire company as a whole.

Solution
Matrix developed a sale process where bids for the entire chain were solicited from the most likely buyers, based on our knowledge of potential acquirers for the assets.

Matrix contacted 59 prospective buyers and received an executed Confidentiality Agreement from 32 of them. The process resulted in bids for the entire company from six different strategic bidders.

Matrix was able to negotiate an Asset Purchase Agreement that included the terms and conditions that C.R. Quesenberry desired and at a valuation that was over 40% higher than the initial offer received prior to Matrix being engaged.

In the end, Petroleum Marketing Group was assigned Chevron’s Right of First Refusal on the assets and performed on the exact same terms and conditions as the APA that was negotiated in the sale process.

• Client: Rennie Petroleum Corporation
• Location: Richmond, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Zota Petroleums
• Close Date: January 2008

Situation
Matrix was engaged by the debtor to manage the sale of the retail and dealer assets of Rennie Petroleum Corporation.

At the time of engagement, Rennie was already operating under Chapter 11 bankruptcy protection, and both the secured and unsecured creditors agreed that a sale of the assets would maximize returns to all of the stakeholders.

Objective
Due to the Company’s negative cash flow, the stakeholders sought a sale process that would result in the highest recovery in the shortest time frame possible. Matrix crafted a sale process that would result in a solicitation of offers in approximately 8 weeks.

Solution
After Bankruptcy Court approved of the Sale Procedures, Matrix marketed the assets to over 175 strategic and financial buyers and invited them to participate in a live auction format that allowed prospective bidders to bid on individual stores, multiple stores or on the entire chain.

The process that we created and executed resulted in 16 qualified bidders attending an auction for the assets and several rounds of competitive bidding, which were instrumental in maximizing the recovery to the creditors, as a significant percent of the recovery resulted from topping bids.
Matrix’s sale process and execution in an extremely expedited pre-marketing and marketing timeline, resulted in a sale of the assets for approximately $4.2 million to Zota Petroleums, a 4.5 multiple of 2006 Store EBITDA, and an impressive multiple when considering that the assets sold were two fee stores, 22 leaseholds, and five supply agreements.

• Client: Huffman Oil Company, Inc.
• Location: Burlington, NC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Quality Oil Company, LLC and various other strategic and individual buyers
• Close Date: January 2008

Situation
The owners of Huffman Oil Company, Inc. approached Matrix with an interest in selling their retail petroleum marketing and convenience store assets. They wanted to maximize the value of these retail assets and continue to operate their fuel supply business.

Matrix completed a comprehensive valuation of the retail operations based on a review of store level profit and loss statements, copies of leases, environmental records, site visits, and market evaluations.

Objective
Matrix designed a broad marketing process to solicit offers from regional petroleum marketers, as well as individual store buyers for individual stores, geographic groups of stores, or all of the stores.

Due to the liabilities owed to Shell for these stations, Huffman preferred that the Shell stations would not be re-branded until their respective contracts expired. Shell also had a Right to Negotiate for the purchase of the assets.

Solution
Utilizing our proprietary database of potential buyers, we contacted over 3,000 individual store buyers and regional petroleum marketers, and developed an online data room where registered users could quickly and easily access store-level information after executing a confidentiality agreement.

Matrix received confidentiality agreements from 287 interested parties for the 35 stores, and over 50 offers were submitted by over 40 different bidders for the whole package, groups of stores, and individual stores.

As a result of the thorough marketing process, Huffman accepted asset purchase agreements for 32 of the stores, and the value received was well in excess of the client’s most optimistic expected valuation.

15 of the stores were sold to Quality Oil, and the rest were sold individually or in small groups to various buyers. All of the existing Shell liabilities were transferred to the new suppliers for the stations, relieving the seller of further obligations and further maximizing the net value of the transaction.

• Client: Paladin Tools
• Location: Oilville, VA
• Industry: Industrial Products
• Buyer/Investor: Greenlee, a subsidiary of Textron, Inc.
• Close Date: December 2007

Situation
Paladin Tools, based in Oilville, Virginia, is a leading provider of branded hand tools and accessories for the communications wiring industry.

Objective
The Company’s President and majority shareholder had a significant portion of his personal net worth tied up in the business and sought to retire.  Additionally, he believed an acquisition by a larger, better capitalized industry participant could provide the Company with the ability to leverage Paladin’s strong brand name and diverse product mix to unleash the Company’s growth potential.

Solution
Matrix sought a larger parent that would be able to offer additional resources to the Company, as well as provide the majority shareholder with significant personal liquidity.

Based on the shareholders’ objectives, Matrix conducted a robust auction process that included both strategic and financial buyers.

Nearly half of all buyers contacted signed a confidentiality agreement and received a book. Matrix received multiple offers for the Company and invited several groups to meet with management.

Matrix ultimately closed the transaction with Greenlee, a division of Textron, Inc., for a premium valuation that exceeded shareholders’ expectations.

• Client: Rossi American Hardwoods/Hardwood Lumber Manufacturing, Inc.
• Location: Cromwell, CT
• Industry: Lumber
• Buyer/Investor: HIG Capital
• Close Date: October 2007

Situation
The owners of Rossi American Hardwoods and Hardwood Lumber Manufacturing, Inc. were seeking a Private Equity Fund to support a targeted consolidation strategy.

Due to leveraged balance sheets, working capital availability had become tight thereby restricting operating flexibility.

Objective
Identify PEG’s that would be willing to research the industry deeply in order to overcome what appeared to be less favorable characteristics, such as volatile pricing, commodity risk, seasonality and heavy capex requirements.

Solution
Matrix used its relationship with HIG Capital to avoid a broad, time-consuming process. Several initial face to face meetings were held to gauge preliminary interest, which was determined to be strong. An LOI was executed within 60 days.

Sellers ultimately experienced a liquidity event, management participated in the equity and significant availability was created to run the business. In addition, HIG and Fifth Street committed to providing additional capital for continued acquisitions.

• Client: General Energy
• Location: Davie, FL
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Tom Thumb Food Stores, Inc. and other various individual buyers
• Close Date: September 2007

• Client: Wooten Oil
• Location: Goldsboro, NC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Wilco Hess and Sampson-Bladen Oil Company, Inc.
• Close Date: August 2007

Situation
Dillon Wooten, president of Wooten Oil Company, contacted Matrix to help evaluate his 12 store chain in Eastern North Carolina. Dillon and his business partner, Rick Sumner, asked the EMR team at Matrix to value the stores and discuss sale methods that would maximize the value of the assets.

Matrix collected financial and property data from Wooten and developed a preliminary valuation of the stores based on store-level financial performance. To add context to the preliminary valuation, we visited each store and evaluated the real estate and competition in order to gain more insight and tighten the valuation range.

Objective
Matrix discussed multiple sale processes with Wooten, evaluating the pros and cons of each method, so they could decide on a process that would balance their requirements for confidentiality and sale proceeds.

Wooten engaged Matrix to manage a public sale process that would offer the stores as individual assets where prospective buyers would have the opportunity to submit offers on one, some, or all of the stores.

Solution
Matrix reached out to major oil companies, regional jobbers, international companies, drugstore & restaurant chains and individual buyers through an advertising and calling effort.

Simultaneous to our marketing effort, we worked with Wooten and the company’s counsel to draft Asset Purchase Agreements for each store that addressed the terms and conditions of the sale, building more leverage into Wooten’s side of the sale process.

Matrix collected multiple offers from both strategic and individual buyers, and presented the offers with all of their proposed contract amendments to Wooten, so that they could evaluate all of the offers in context and select the combination of offers that maximized the value.

Wooten selected offers from WilcoHess for nine of the stores and offers from Sampson-Bladen for the remaining three stores; sale proceeds were in the range provided by Matrix prior to its engagement.

• Client: Affiliated Mortgage Protection
• Location: Clark, NJ
• Industry: Business Services
• Buyer/Investor: Wachovia
• Close Date: July 2007

• Client: Club Colors
• Location: Schaumburg, IL
• Industry: Consumer Products
• Buyer/Investor: CID Capital
• Close Date: June 2007

Situation
Club Colors is a Schaumburg, IL based value-added provider of promotional products and logo apparel to the corporate and collegiate market.

Objective
Matrix was retained by Club Colors’ parent. RAF Industries, to conduct a full auction process. Shareholders not only desired to move quickly and maximize their return, but also wanted to ensure that management would have a supportive partner going forward with whom they could co-invest.

Solution
Matrix contacted both financial and strategic buyers and distributed Confidential Information Memoranda to interested parties and ultimately received multiple Indications of Interest.

After completing management presentations, RAF Industries and Management selected CID Capital as the acquirer due to its favorable valuation and deal terms, enthusiasm for the business, and willingness to form a strategic partnership with management in order to grow the business over the next several years.

• Client: Spencer Turbine Company
• Location: Windsor, CT
• Industry: Industrial Products
• Buyer/Investor: Alliance Holdings, Inc.
• Close Date: May 2007

Situation
The Spencer Turbine Company, based in Windsor, CT, is a market leader in the air and gas handling systems market, offering high-end blower, vacuum, and gas booster solutions to industrial, commercial, municipal, and institutional customers.

Founded in 1892, Spencer had developed a large and mature shareholder base in excess of 100 individual shareholders.

Objective
The Board of Directors sought a full liquidity event for all shareholders through a 100% stock sale, while maintaining the Company’s key management and employee base.

Solution
Matrix identified and contacted strategic and financial buyers in a process that included both domestic and international acquirers. Confidential memoranda were distributed to interested parties and indications of interest were received.

After completing management presentations, the Board of Directors selected Alliance Holdings as the acquirer due to their favorable valuation and deal terms, enthusiasm for the business, and willingness to retain the Company’s name, management team, and employee base going forward.

• Client: Addressograph
• Location: Rocky Mount, VA
• Industry: Consumer Products
• Buyer/Investor: NewBold Corporation
• Close Date: May 2007

Situation
DataCard Corporation, a thriving $350 million manufacturer of photo ID, embossing and encoding systems realized that its Addressograph Division, whose primary product is pressure sensitive credit card imprinters, had been declining due in large part to competition from more advanced magnetic technologies.

Consequently, DataCard decided the best strategy was to divest Addressograph and subsequently offered the division to the existing management team for $14 million.

Deciding that the price seemed steep, the management team engaged Matrix to advise them on the transaction.

Solution
Matrix thoroughly analyzed Addressograph and identified key areas of operation that would justify a lower purchase price. Because of this analysis, DataCard finally agreed to sell the division for only $8.5 million.

Matrix then arranged long-term financing that required the management team to provide only 10 % cash at closing.

Only 11 months after the transaction closed, Matrix successfully engineered a $23 million recapitalization of Addressograph that resulted in management realizing $21.2 million in liquidity while still maintaining a 45 % ownership stake in the new entity.

• Client: Garsite
• Location: Kansas City, KS
• Industry: Industrial Products
• Buyer/Investor: Walker Industries, a portfolio company of Insight Equity
• Close Date: April 2007

Situation
Company had known, unreported environmental issues at both manufacturing locations (from defunct predecessor entities), but had not yet quantified the estimated risk.

Objective
Company’s shareholders sought to maximize value while eliminating any exposure to environmental liability from predecessor entities.

Solution
A robust auction process was conducted with multiple potential buyers.

Process facilitated by VDR that included Phase I/Phase II reports and seller prepared APA in advance of management presentations.

Client’s value expectation was exceeded by 20% with no environmental exposure post closing.

• Client: Briggs Hospitality
• Location: Richmond, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Various Buyers
• Close Date: April 2007

Situation
The potential client, Briggs Hospitality and related real estate entities (Company), owned and operated three Richmond, VA-area hotels with significantly varied levels of service, quality, size, real estate ownership, and other characteristics.

The owners of the Company were interested in selling all of their hotel assets to monetize their combined equity and in order to retire.

Matrix advised that in order to maximize value for the three hotels, it would be required to market the properties to different buyers and run separate, but concurrent processes.

Objective
The Comfort Inn and Conference Center Midtown was experiencing significant financial distress. The property’s performance was continuing to deteriorate and the secured lender was considering foreclosing on the property.

The Holiday Inn Crossroads property was leased and had less than 20 years remaining on the term including all options, which would affect buyers’ ability to finance the purchase and dramatically affect valuation.

The entity that owned the Sheraton Park South Hotel included a limited partner that had a right of first refusal on a change of control and was concerned with tax ramifications to them that a sale of their interests would trigger.

The Sheraton Park South had an existing mortgage note that was financed at an above-market rate several years prior to the sale and was not pre-payable.

Solution
Matrix designed a confidential, bifurcated sale process that targeted buyers for the specific properties based on their investment criteria, financial capability, geographic interests, and franchise holdings. Categories of buyers contacted included hotel chains, hotel management companies, REIT’s, franchisors, owner/operators and private equity funds.

Potential buyers that executed confidentiality agreements regarding the sale of the hotels were as follows:
– 175+ for the sale of the Sheraton Park South
– 225+ for the sale of the Holiday Inn Crossroads
– 250+ for the sale of the Comfort Inn Conference Center Midtown

The transaction resulted in an expedited sale of the Comfort Inn to an owner/operator buyer group with multiple partners that have ownership interests in 10+ properties. The sale occurred before the negative cash flows could result in further loss of capital and avoided a foreclosure by the secured lender.

Matrix advised the Company on the negotiation of a 50-year extension on the Holiday Inn’s land lease, which allowed potential buyers to obtain financing on the purchase and greatly enhanced the value of the hotel.
The Holiday Inn Crossroads was sold to an owner/operator buyer group with multiple partners that have ownership interests in 15+ properties.

Matrix was able to market the Sheraton Park South in a manner that did not allow the limited partner’s ROFR to chill the bidding on the asset by negotiating with the limited partner prior to the sale and being able to provide potential buyers certain assurances regarding the types of offers that would not trigger an exercising of the right by the limited partner.

Matrix allowed final round potential buyers to have discussions with and negotiate with the secured lender on the note that had to be assumed by buyers to allow buyers to negotiate the best terms they could with the lender in an assumption.

The Company’s ownership interest in the Sheraton Park South was sold to Apollo Real Estate Advisors’ Value Enhancement Fund with an assumption of the mortgage note and the limited partners’ minority ownership interest remaining in place.

• Client: Uni-Marts, LLC
• Location: State College, PA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: BP Products North America, Inc.
• Close Date: January 2007

Situation
BP announced its plans to divest its retail and wholesale assets in select markets of Ohio. Uni-Mart desired to acquire this package of assets.

Objective
Uni-Mart understood from prior experiences with BP that the process would be highly competitive. Uni-Mart engaged Matrix to advise on valuation, bid structure and positioning the company and addressing the attributes BP values in a competitive bidding process.

Matrix was able to offer unique insight into BP’s divestment process, criteria and valuation benchmarks based on previous successful experiences with the Major, which provided a distinct advantage in our advisory of Uni-Mart on how to best organize their approach to BP.

Solution

Matrix advised Uni-Mart on its valuation of the assets by developing a comprehensive financial model, which included analysis on financing the transaction at the lowest cost of capital available in the market.

Positioning itself as the best steward of the BP Brand, we worked with Uni-Mart to develop a presentation of their operations, employees and logistics for potentially taking on such a large acquisition.

Upon Uni-Mart being designated as a “winner” of the assets, Matrix aided in negotiating the terms of the Purchase and Sale Agreement and arranging for additional pollution liability insurance for potential, unknown environmental liability.

Uni-Mart was successful at building its portfolio of motor fuel and convenience store outlets at a very favorable investment level.

Uni-Mart positioned itself as a successful acquirer of Major oil assets, which was deemed a favorable experience in future divestment processes.

• Client: Hartley Company
• Location: Cambridge, OH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Premium Petroleum and individual buyers
• Close Date: January 2007

Situation
Based on recommendations from colleagues, Tom Hartley, President, and the team at The Hartley Company approached Matrix about divesting 24 of their retail assets where performance had deteriorated due to increased competition.

The EMR team at Matrix analyzed financial performance, collected property information and visited each site. After evaluating the units, we developed a market value for each store under various operational assumptions and presented it to Tom and his team.

Objective
Based on the quality of the assets and their geographical dispersion across the state, Matrix customized a process that would market the assets to a broad array of prospective buyers and provide the opportunity for sales of the stores on an individual basis.

Solution
Matrix utilized its proprietary database to contact over 3,500 prospective buyers for the assets in addition to placing advertisements in local and ethnic media. As a result of our marketing effort, we collected approximately 150 Confidentiality Agreements from prospective buyers that included sole-proprietor operators and regional jobbers.

Matrix marketed the sale without demanding that prospective buyers enter into motor fuels supply agreements in an effort to generate as most competition as possible. However, due to Hartley’s jobbership agreement with BP, the loss of motor fuels volume following the sale of the assets would have adversely affected Hartley if it did not enter into motor fuels supply contracts with the buyers, so the EMR team at Matrix took every opportunity when communicating with prospective buyers to push the advantage of using Hartley as their motor fuels supplier.

Matrix diligently contacted the prospective buyers who had submitted CA’s throughout the marketing process and collected over 50 Asset Purchase Agreements from buyers for single assets as well as buyers for all of the stores. We then provided Hartley with a comprehensive review of these offers so they could make the best decision.

All 24 assets were sold for an aggregate value that exceeded Hartley’s expectations. Additionally, they entered into a motor fuels supply agreement with all of the buyers.

• Client: Fast Fabricators
• Location: Bloomfield, CT
• Industry: Industrial Products
• Buyer/Investor: Mueller Water Products, Inc.
• Close Date: January 2007

Situation
Fast Fabricators, Inc., based in Bloomfield, CT, is a leading fabricator of ductile iron pipe products used in the water and wastewater treatment industries and the recognized leader for short lead-time, small quantity orders.

The Company was in the process of relocating and consolidating a number of facilities to increase efficiency and lower overhead.

Objective
The shareholders of Fast Fabricators sought to identify a buyer who could offer shareholders significant liquidity, protect the existing workforce, and provide the Company with the necessary resources or complementary product offerings to compete on larger projects.

Solution
Matrix contacted numerous financial and strategic buyers and received many Indications of Interest.

Mueller was ultimately selected as the ideal acquirer due to its complementary product lines and strong presence in the water infrastructure industry.

Matrix successfully obtained significant credit for one-time adjustments to EBITDA related to the relocation and consolidation of several facilities, as well as for a resulting temporary decline in operational efficiency.

• Client: Tri State Foam Products, Inc.
• Location: Martinsville, VA
• Industry: Building Products
• Buyer/Investor: Harbert Private Equity Fund II, LLC
• Close Date: December 2006

Situation
Tri State Foam Products, Inc., is a Martinsville, VA based manufacturer of expanded polystyrene foam with products ranging from protective packaging to building products applications.

Objective
Matrix was retained by Tri State’s CEO to assist the company in evaluating its strategic options, which ranged from growth by acquisition to finding a strong financial partner that would provide the Company’s share holders with a significant liquidity event.

Solution
Matrix reviewed Tri State’s options with the goal of finding a strategic or financial partner that would support the Company’s history of strong sales growth.

Matrix decided the Company and its shareholders would be best served by partnering with a larger buyer.

Matrix ran a broad process, contacting several buyers and receiving multiple Indications of Interest.

Harbert was ultimately chosen as Tri State’s preferred partner based on chemistry with management, strong valuation, and a similar vision for growing the company.

• Client: Southern Convenience Stores, Inc.
• Location: Mooresboro, NC
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Various Buyers
• Close Date: December 2006

Situation
Mike Frost and Hamp Hager of Southern Convenience Stores, Inc. and its related affiliates approached Matrix to inquire about current industry market valuations, as they were looking to retire in the next couple of years.

Matrix provided evidence of the valuations that they had been seeing in the marketplace and offered to provide some valuation guidance for Southern. After reviewing financial and property information, along with visiting the sites, we provided a valuation of the retail assets that highlighted potential valuations based on a number of potential sale processes.

Objective
Southern’s goal was to monetize their retail assets for the highest dollar amount, so Matrix customized a sale process that marketed the opportunity to purchase the stores as individual units or in pre-determined geographic groups.

The customized sale process was designed in order to force the larger strategic buyers and the small, sole-proprietors to compete against each other for the stores.

Solution
Matrix received over 330 Confidentiality Agreements from prospective buyers interested in taking advantage of the opportunity.

The sale process generated so much activity that Matrix had to rely heavily on its daily communication with buyers to insure that the strongest assets were generating the interest that they should, while excess interest was directed toward the less-attractive properties.

After their evaluations, a number of the larger consolidators decided not to bid on the properties – a potentially devastating development in a sale process; however, because we had been so aggressive communicating with prospective buyers, there was still a considerable amount of competition for almost every single store on an individual basis.

Sale proceeds exceeded Southern’s expectations, and the process took approximately 6 months from start to finish.

• Client: Thermex Thermatron, Inc.
• Location: Louisville, KY
• Industry: Industrial Products
• Buyer/Investor: Dyad Partners
• Close Date: October 2006

Situation
Thermex Thermatron, Inc., based in Louisville, Kentucky, is a leading manufacturer of industrial microwave and radio frequency heating machines.

Objective
The company’s majority owner (absentee owner) sought to find a buyer that would provide shareholders with a significant liquidity event yet still maintain a high level of confidentiality and protect the company’s employees and primary customer, which represented roughly 70% of sales. The owner also sought to partner with a firm that could provide new management leadership for the company.

Solution
Through a series of face-to-face meetings, Matrix gained a better understanding of the owner’s objectives and concerns and crafted a transaction process that would address these concerns.

Matrix developed two different sets of profiles, confidentiality agreements and Confidential Information Memoranda for strategic and financial buyers in order to better safeguard the company’s competitive information.

Ultimately Dyad Partners acquired Thermex Thermatron and was able to place one of its operating partners as the Company’s new CEO.

• Client: American Commercial, Inc.
• Location: Bristol, VA
• Industry: Industrial Products
• Buyer/Investor: Dywidag-Systems International
• Close Date: October 2006

Situation
American Commercial, Inc., based in Bristol, Virginia, is the leading North American designer and manufacturer of underground steel supports used primarily in the underground construction and mining industries.

ACI had been approached by DSI USA, a subsidiary of Munich, Germany based DYWIDAG-Systems International. DSI is a global manufacturer of products for the mining and tunneling industries and a portfolio company of European private equity firm Industri Kapital.

Objective
The shareholders of ACI thought that DSI was an ideal acquirer for their company, but needed an experienced M&A advisory firm such as Matrix to handle the details of the transactions.

Solution
The shareholders of ACI hired Matrix to negotiate and structure the transaction with DSI. By hiring a professional advisor, the shareholders were able to demonstrate their commitment to closing a deal while also sending the message that other potential buyers were interested in becoming part of the sale process.

Matrix worked diligently throughout the transaction process, and ultimately achieved a significant premium over traditional capital equipment valuations.

• Client: Aeriform
• Location: Houston, TX
• Industry: Industrial Products
• Buyer/Investor: Airgas
• Close Date: September 2006

Situation
With much improved financial performance over the last two years, majority shareholder decided to exit their investment and held numerous meetings with investment banks to determine valuation and merits of each group.

After receiving detailed information from the Company, Matrix relied on its industry knowledge to provide a sale-of-control valuation range supported by detailed cost savings and synergy analyses for each potential buyer.

Aeriform relied on Matrix’s industry experience and subsequently engaged Matrix to market and serve as exclusive sell-side advisor to the Company.

Objective
To maximize value by using a targeted and disciplined auction process involving specific strategic buyers.

Solution
Created detailed sales memoranda unique to each buyer, with emphasis on cost savings and synergies achievable for each.

Matrix achieved a valuation that exceeded client’s initial value expectation by over 80% – a direct result of the competitive environment created.

• Client: Ports Petroleum Co., Inc.
• Location: Wooster, OH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor:
• Close Date: August 2006

• Client: Bagwell Oil Company, Inc.
• Location: Onancock, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Petroleum Marketing Group, Inc.
• Close Date: July 2006

Situation
Faced with increasing competition from new-to-industry, new-prototype stores, Bill Bagwell, President of Bagwell Oil Company, Inc. approached Matrix with the desire to sell the company’s retail petroleum marketing and c-store assets.

Matrix analyzed historical financial performance and reviewed property characteristics for each site. After visiting each store and evaluating the competition and the prospective buyers for the assets, we provided Bagwell with a valuation of the stores.

Objective
Due to the competitive landscape, Matrix believed that a broad marketing process was the only means by which to generate the most competition and maximize sale value.

Solution
Matrix marketed the opportunity to both individual store buyers and regional petroleum marketers and drafted an acquisition profile that was distributed to thousands.

Over 120 confidentiality agreements were received from prospective buyers for the 10 stores. Upon receipt of the CA, Matrix was able to provide immediate access to store level property and financial information via its website to the newly registered participants.

Matrix maintained daily contact with the prospective buyers, answering their questions and highlighting the opportunities at each location. Communication records were kept in a database dedicated solely to the transaction, which provided instant access to detailed information about each prospective buyer. These records proved extremely valuable as only a select few of the assets were garnering attention and we were able to essentially “steer” attention to the less attractive assets.

Presented with individual offers on almost all of the stores and with three offers for all ten stores, Bagwell selected Petroleum Marketing Group, Inc., a regional jobber, as the winning bidder. The offer exceeded Bagwell’s valuation expectations and had the exact legal terms and conditions that the Company wanted.

From transaction evaluation to closing, the sale process took approximately six months.

• Client: FFP Marketing Company, Inc.
• Location: Fort Worth, TX
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Various strategic and individual buyers
• Close Date: July 2006

Situation
FFP Operating Partners, L.P., through its wholly owned subsidiary, FFP Marketing Company, Inc., had been operating under Chapter 11 protection for approximately 18 months when the Debtor’s Reorganization Plan was rejected and the stakeholders decided to make independent decisions regarding their collateral.

Objective
The Debtor approached Matrix to explore a liquidating sale of all of its unencumbered company-operated and dealer-operated convenience stores and fuel supply agreements to maximize recoveries for creditors.

Solution
Matrix drafted a comprehensive marketing plan that included multiple valuation scenarios based on their review of dealer agreement, financial performance, property information and a tour of the stores.

Matrix and the Debtor negotiated a deal with a landlord who owned the real estate at 22 of the Debtor’s stores with existing leases of less than 20 months, whereby the landlord would include the real estate in the sale transaction and the Debtor and the landlord would split the proceeds on a negotiated pro rata basis. The inclusion of real estate in the transaction was key to maximizing the number of interested parties and was absolutely necessary for the Debtor to obtain value for these 22 short-term leases.

Matrix customized an auction process that invited prospective buyers to submit offers on individual or groups of stores and forced existing dealers to compete with other prospective buyers for the purchase of their stores.

Over 225 Confidentiality Agreements were submitted by prospective buyers, including regional marketers, local marketers, dealers, individuals, and local real estate developers.

Matrix’s experience marketing similar properties and our expertise in managing these types of sales was integral to the success of the marketing process, leading to the sale of 88 company-operated and dealer-operated stores and 11 fuel supply agreements.

Despite the fact that stores had considerable deferred maintenance and repairs because they had been operating in Bankruptcy for nearly two years when the marketing process began, 99 assets were sold to over 50 various buyers in a quick sale process that minimized the costs to the Estate.

• Client: O’Sullivan Films, Inc. – PolyOne
• Location: Winchester, VA
• Industry: Industrial Products
• Buyer/Investor: PolyOne Corporation
• Close Date: January 2006

Situation
The Engineered Films Group (EFG) of PolyOne Corporation was a leading provider of customized, high-performance polymer films for use in diverse applications, including automotive instrument and door panels, flooring, wall coverings, notebook covers, and pool liners.

PolyOne Corporation (NYSE: POL), a leading global polymer compounding and North American distribution company, made the decision to divest the EFG unit; Management was provided the opportunity to acquire the business unit.

The EFG was in the midst of a turnaround, which created challenges in arranging the financing of the MBO.

Objective
Matrix was engaged by management to assist in negotiating the management buyout from PolyOne and to arrange the required debt and equity capital to affect the transaction.

Solution
Matrix organized the equity investment through contacts in it’s Founders Circle, a group of current and former clients consisting of successful founders and shareholders of privately held businesses. Simultaneously, Matrix identified and contacted potential senior lenders to provide the financing to close the transaction.

O’Sullivan Films, Inc., the newly organized company, formed to acquire the business, selected LaSalle Business Credit to complete the senior financing, on very favorable terms for management.

• Client: Carroll Branded Fuels
• Location: Baltimore, MD
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: BP Products North America, Inc.
• Close Date: January 2006

Situation
BP announced its plans to divest its retail and wholesale assets in the Baltimore-Washington region.

Understanding that the competition for assets in such a highly lucrative market was going to be fierce, Carroll Branded Fuels retained Matrix to make sure they took full advantage of this once-in-a-generation opportunity.

Objective
The EMR team at Matrix was able to offer unique insight into BP’s divestment criteria based on our previous successful experiences with BP, which provided a great advantage in the advisory of Carroll.

Solution
Matrix advised Carroll on its valuation of the assets by developing a comprehensive financial model, which was incorporated into a model of the existing operations in order to fully understand the effects such an acquisition would have on their financial performance, balance sheet liquidity and investment returns.

The EMR team at Matrix worked with Carroll to develop a presentation of their operations, employees and logistics for potentially taking on such a large acquisition. Additionally, we helped organize an on-site visit to Carroll’s facilities for BP representatives so they could see first hand the company’s capabilities.

Upon Carroll being designated as a “winner” for 70 of the assets, Matrix advised the company on negotiating the terms of the Purchase and Sale Agreement, while simultaneously creating a competitive process for raising the financing to complete the acquisition.

Through positioning themselves as the best steward for the BP Brand, Carroll was able to secure the rights to supply 70 BP-branded retail sites in a highly lucrative market.

The competitive process managed by the EMR team at Matrix to secure financing permitted Carroll to fund the transaction though attractive bank terms and a low cost of capital.

Carroll continues to rely on the financial model developed with the aid of Matrix, and to date, financial results have performed at or better than projections and return on investment is higher than anticipated.

• Client: Board Dudes, Inc.
• Location: Corona, CA
• Industry: Consumer Products
• Buyer/Investor: RoseArt Industries, Inc
• Close Date: January 2006

Situation
Board Dudes, Inc., based in Corona, California, is a leading designer and marketer of branded school, office and home products sold through the mass retail channel nationwide.

Objective
The principals of Board Dudes had the majority of their personal net worth tied up in the business. The owners sought a larger parent to help fund working capital for their rapidly growing Company, as well as personal liquidity and risk diversification for themselves.

Solution
At the time of engagement, the company was generating a low EBITDA level that did not reflect the enormous growth potential of the business. Matrix advised the owners to wait until the Company could clearly demonstrate it was on track to achieve its anticipated growth in order to achieve maximum value for the Company.

Rose Art, a subsidiary of Mega Bloks, was attracted to the Company’s top notch product development, and had already made overtures to the Company. Rose Art was included in a process that included private equity groups and strategic buyers.

Rose Art ultimately acquired Board Dudes for roughly a 50% premium over its initial offer, due largely to the leverage created through the broad auction process.

• Client: Ann Arbor Machine Co.
• Location: Chelsea, MI
• Industry: Industrial Products
• Buyer/Investor: Private Investment Company
• Close Date: December 2005

Situation
Ann Arbor Machine Company, a leading designer and manufacturer of customer made machine tools, with annual revenues of $66mm, had been successfully owned and operated as a privately-held business for over thirty years.

The founder, CEO and principal shareholder, Bob Betzig, after a fifty year career in the industry, was looking to retire.

Ann Arbor Machine was well positioned and out performing its industry, which was in the midst of a protracted downturn.

Objective
The Board sought a full liquidity event for all shareholders (in excess of 200) in a transaction that would position the company for continued growth.

Solution
Matrix identified and contacted many strategic and financial buyers in a process that included both domestic and international acquirers. Confidential memoranda were distributed to interested parties and several indications of interest were received.

After completing management presentations, the Board of Directors selected the Borman Family to complete the sale of the business.

• Client: Angus I. Hines, Inc. d/b/a Sentry Food Mart
• Location: Suffolk, VA
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: The Pantry, Inc. and various other acquirers
• Close Date: December 2005

Situation
Angus I. Hines, Inc. operated a 48-store petroleum marketing and convenience store chain located primarily in the western and Tidewater regions of Virginia. The chain had sales of over $175 million in 2004.

Objective
Through the sale of the Company’s retail stores, the owners were seeking to monetize their ownership in the Company and retire.

Solution
Matrix was engaged as the investment banker after presenting a comprehensive marketing plan that included a valuation of the stores based on various marketing strategies that could be used to sell the stores.

The decision was made to run an auction process that allowed bidders to purchase stores in geographic groups or individual stores.

The marketing process resulted in over 400 bidders signing confidentiality agreements. Over 200 asset purchase agreements were submitted by more than 60 various bidders. The seller accepted a 23-store offer submitted by The Pantry, Inc. (NASDAQ: PTRY) and accepted offers from 14 other buyers for the remaining stores

The auction process resulted in executed asset purchase agreements that will yield sale proceeds that will far exceed the seller’s expectations and Matrix’s initial valuation range by over 50%.

• Client: Aces Limited
• Location: Scituate, MA
• Industry: Business Services
• Buyer/Investor: Kuehne + Nagel
• Close Date: December 2005

Situation
Northeast Consolidators, Inc. and Aces, Ltd., based in Scituate, MA is a leading provider of freight-forwarding and logistics services to forest products companies across the country.

Objective
Ownership sought to provide liquidity event for shareholders, identify a strategic partner that would deliver technology and additional resources to its customer base, and negotiate a career for CEO Cindra Zambo who wanted to continue building the company.

Solution
Matrix contacted several strategic buyers and received numerous bids.

The sellers chose Kuehne + Nagel due to their geographic reach, technological depth, and the rapport they achieved with the buyer’s CEO.

• Client: Walsh Fuel & Oil Co.
• Location: Hampstead, MD
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Tevis Oil and Propane
• Close Date: December 2005

• Client: Kadant Composites
• Location: Green Bay, WI
• Industry: Building Products
• Buyer/Investor: Liberty Diversified Industries
• Close Date: November 2005

Situation
Kadant Composites is a leading manufacturer of composite decking and roofing products under the GeoDeck brands, with national distribution and operations in Green Bay, WI and Bedford, MA. Kadant Composites reported approximately $20mm in revenue.

As a subsidiary of Kadant, Inc. (NYSE: KAI) Kadant Composites no longer fit the strategy of its parent company and the decision was made to divest the business. Complicating the divestiture, was a series of on-going product warranty claims, the lack of a CEO and softening financial performance.

Objective
Matrix assisted Kadant in reviewing strategic alternatives for the composite decking business, including a sale to potential strategic and financial buyers.

Solution
Matrix identified and contacted multiple potential strategic and financial buyers including distressed private equity investment funds.

Confidential information memoranda were distributed to several interested parties and indications of interest were received. Ultimately, two aggressive buyers pursued the acquisition.

After completing management presentations, Liberty Diversified Industries, a strategic acquirer with a strong interest to enter the composite decking business, was selected to complete a sale of the business.

• Client: Flowers Sent Today
• Location: Haymarket, VA
• Industry: Business Services
• Buyer/Investor: Woodside Funding Partners and Mercantile-Safe Deposit & Trust Co.
• Close Date: November 2005

Situation
Flowers Sent Today is one of the country’s largest providers of flowers and floral arrangements to consumers nationwide. The Company is the largest advertiser of floral services in the Yellow Pages Directories in the U.S. and is also a significant order gatherer through internet advertising.

Objective
Management wanted to receive a partial liquidity event for certain shareholders, reallocate equity among remaining shareholders, upgrade its lender and identify an outside investor that would provide growth capital for new initiatives and acquisitions.

Solution
Matrix contacted private equity, mezzanine and senior debt providers in an attempt to outline the best capital selection for the Company without providing personal guarantees and without diluting ownership too severely.

Multiple management presentations were conducted. Ultimately, mezzanine and senior debt finalists were selected.

Matrix finalized the transaction and secured dividend rights for the owners despite lender concerns over increasing leverage.

• Client: Standard Commercial Corporation
• Location: Wilson, NC
• Industry: Consumer Products
• Buyer/Investor: Dimon
• Close Date: May 2005

Solution
Standard Commercial Corporation, based in Wilson, NC, is the world’s third largest dealer of leaf tobacco.

Objective
Matrix was hired as the financial advisor to handle the transaction negotiations.

Solution
Matrix successfully negotiated the merger between Standard Commercial, and Dimon the world’s largest dealer of leaf tobacco, to form Alliance One.

• Client: RPF Oil Company – Fleck’s Mart
• Location: Grand Blanc, MI
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Various Buyers
• Close Date: May 2005

Situation
RPF Oil Company approached Matrix with the strategic goal of shifting their business model to focus on wholesale operations. Matrix advised RPF to pursue the purchase of BP’s retail assets in the Detroit market to provide the economies of scale necessary to succeed in a wholesale business.

RPF owned and operated 20 retail units and needed to raise capital to facilitate the acquisition of the BP assets.

Objective
Matrix advised RPF on the customization of dual processes that presented RPF as the best steward for BP-branded fuels in the Greater Detroit Metro Area, while they simultaneously marketed its company-owned and operated retail assets for sale in order to provide necessary capital for the financing of the acquisition.

Simultaneous to the pursuit of the acquisition, Matrix engaged a number of lenders to submit their terms for the financing of the purchase.

Solution
RPF was awarded the right to negotiate a Purchase and Sale Agreement with BP for 44 of its retail assets. Matrix advised RPF on the negotiation of the PSA with BP as well as with the financing agreements.

RPF accepted offers on 17 of the 20 stores and did so without sacrificing their required terms in the asset purchase agreements and fuels supply agreements. Proceeds from the sale were at the very high end of Matrix’s initial valuation range, yielding over 7.0x aggregate store level EBITDA.

Prior to engaging Matrix, RPF company operated 20 units and served 16 dealers for a total annual fuels volume of approximately 41 million gallons. After the successful acquisition of BP’s assets and the sale of their company-operated units, RPF company-operated 3 units and served 77 dealers where RPF controlled the real estate at 15 locations for a total annual fuel volume of nearly 100 million gallons.

With the help of Matrix, RPF was able to more than double their fuels volume – becoming BP’s second largest jobber in Michigan – and implement a significant strategic shift while adopting an ideal capital structure that positioned it for future growth.

• Client: Donsons Distributing, Inc.
• Location: Henderson, CO
• Industry: Consumer Products
• Buyer/Investor: Vistar
• Close Date: May 2005

Situation
Founded in 1957, Donsons was a leading independent broadline foodservice distributor serving eating establishments, healthcare facilities, schools and institutions located along the Rocky Mountain Front Range. The Company had grown organically and through acquisitions to approximately $50 million in revenues. However, it was operating in an industry experiencing hyper-consolidation, and management began to realize that a lack of scale was going to limit future growth and profitability. Further, the primary owner had grown-up working in the business, and he was seeking a liquidity event to diversify his personal net-worth.

Objective
Donsons engaged Matrix to assess all strategic alternatives in order to maximize shareholder value. Management determined that it was in the best interest of the shareholders to seek a merger partner or an outright acquirer.

Solution
In order to maximize shareholder value, Matrix developed an approach that sought a wide range of potential buyers, including private equity firms, large strategic buyers, niche distributors and select branded food manufacturers.

The ultimate buyer was Denver based Vistar Corporation, which is a portfolio company of Wellspring Capital, a private equity firm. Vistar is a leading distributor of food products and other supplies to targeted specialized segments of the away-from-home food market: pizza and Italian restaurants, vending operators, theatres, sandwich chains, office coffee service operations and arena and concession operators.

The acquisition of Donsons by Vistar was a strong strategic fit as Donsons provided Vistar a much needed best-in-class distribution facility and a greater penetration into Denver’s independent restaurant market. Vistar paid approximately 8.0x Donsons historical adjusted EBITDA.

• Client: Ports Petroleum Co., Inc.
• Location: Wooster, OH
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Various strategic and individual buyers
• Close Date: May 2005

Situation
Based on a long standing relationship, Ports Petroleum Company, Inc. approached Matrix about potentially selling all or the majority of Ports’ assets. Ports recognized that we were uniquely qualified to handle such an engagement due to our understanding of the complexity of Ports’ retail network, which included sites from South Dakota and Nebraska, to Mississippi, Georgia and seven other states in between.

Matrix analyzed historical financial information, collected site specific information about each unit, and reviewed third-party and tenant leases in order to provide Ports with valuation of its retail assets as well as the company as a whole.

Objective
Recognizing that Ports would benefit from either the sale of a large portion of their retail network or from a sale of the company’s equity, as it is organized as a C-corporation, Matrix customized a sale process that would publicly offer the retail assets to as many buyers as possible, while concurrently executing a process to solicit bids for the company’s equity.

Solution
Matrix broadly marketed the opportunity to acquire the stores, utilizing their proprietary database along with advertisements strategically placed in regional and ethnic news media.

As a result, we collected over 350 Confidentiality Agreements from prospective buyers that represented individual single store operators, regional marketers, larger jobbers and truck center operators. Additionally, Matrix entered into preliminary discussions with three prospective buyers for the entire company.

Matrix disseminated information regarding each site through our website and we were in daily communication with potential buyers throughout the marketing process, making sure to balance the interest for stores that covered such a large portion of the country.

Matrix presented Ports with two options: sell a large portion of the retail sites, while retaining the most profitable ones, or enter into a contract with a prospective buyer for the company’s equity at a comparable post-tax valuation.

Ports selected the first option, selling the retail assets for a value that was more than 8.0x aggregate store level EBITDA, while retaining the higher performing assets.

• Client: Paddock Pools
• Location: Scottsdale, AZ
• Industry: Building Products
• Buyer/Investor: Lincolnshire Management, Inc.
• Close Date: April 2005

• Client: Fleet Laboratories – Clean Chemical Sweden AB
• Location: Lynchburg, VA
• Industry: Consumer Products
• Buyer/Investor: Fleet Laboratories
• Close Date: January 2005

Situation
Fleet is a Lynchburg, Virginia based manufacturer and marketer of branded personal care and hygiene products with approximately $200 million in sales. Fleet was already active in many European countries, including the U.K., Spain, Italy and Australia.

Objective
Fleet sought to acquire a company or brand that would complement its existing product lines and increase its European distribution.

Management struggled with how best to manage such a broad and geographically dispersed acquisition mandate and sought to avoid having to research, interview and hire advisors in multiple countries.

Solution
Matrix Capital partnered with Dutch M&A International firm Holland Corporate Finance to co-manage the overall effort of other European member firms to identify, research and contact acquisition candidates.

Member firms from Holland, Belgium, France, Germany, Italy, Spain, Denmark, Norway, Sweden, Hungary, Poland, Switzerland and the U.K. collectively identified a number of preliminary targets.

CCS, a portfolio company of Swedish private equity firm Segulah was ultimately identified as having the strongest fit. At that point, Swedish member firm Avantus Corporate Finance assisted the team as the “local” advisor on the transaction.

• Client: DB Companies, Inc.
• Location: Providence, RI
• Industry: Downstream Energy & Convenience Retail
• Buyer/Investor: Amerada Hess Corp., Getty Properties Corp., & Various Buyers
• Close Date: December 2004

Situation
DB operated and franchised a regional chain of “DB Mart” convenience stores in Connecticut, Massachusetts, Rhode Island and the Hudson Valley of New York. Increased competition and compressed motor fuels margins led to a substantial decrease in cash flow and the inability for the Company to continue to make debt service payments.

Objective
The Company’s financial distress led to an exploration of strategic alternatives and the decision was made to file for Chapter 11 Bankruptcy Court protection and pursue a sale of its assets in order to maximize value for all of its stakeholders.

Solution
Matrix was engaged by the Debtor as its investment banker after presenting a comprehensive marketing plan that included valuation scenarios based on the strategy employed to market the assets. The decision was made to run an auction process that allowed bidders to purchase stores in geographic groups and also allowed bidders to purchase individual stores.

The marketing process led to 775 bidders signing confidentiality agreements and the submission of over 200 asset purchase agreements. Matrix’s ability to disseminate due diligence materials via its website allowed bidders to access information immediately after submitting a C/A and was instrumental in compressing the sale process to the Debtor’s requirements based on its cash flow burn rate.

The auction process resulted in sale proceeds of $73 million for the 147 stores, which was over 7.0x store level EBITDA for fee simple stores, over 4.0x for leased stores and over 12.0x corporate EBITDA. The sale proceeds also exceeded Matrix’s highest valuation scenario by over 5%.

• Client: Fleet Laboratories – SunTrust Bank NA
• Location: Lynchburg, VA
• Industry: Consumer Products
• Buyer/Investor: SunTrust Bank NA
• Close Date: December 2004

Situation
Fleet is a Lynchburg, Virginia based manufacturer and marketer of branded personal care and hygiene products with approximately $200 million in sales. Fleet was in the process of closing on its acquisition of Swedish skincare manufacturer CCS from private equity firm Segulah.

Objective
Fleet sought to secure a senior, unsecured facility to finance its acquisition. The facility needed to close in a very tight time frame in order to avoid delaying the close of the CCS acquisition.

The facility needed to provide Fleet with enough flexibility to draw down and pay back principal balances in several different currencies to help offset currency translation risks from its foreign subsidiaries.

Solution
Matrix was engaged to solicit terms and conditions from several leading commercial banks. All banks were contacted within days of Matrix being engaged, and Term Sheets were obtained within 10 days of being engaged.

After Matrix negotiated significant discounts to the initially proposed LIBOR margin and commitment fee, the Company’s incumbent bank, SunTrust, was ultimately selected. The end result was a 60% reduction of the proposed commitment fee and a 10% reduction in the LIBOR margin. Total cost savings over the first five years of the negotiated facility were up to $375,000 compared to the other offers received.

• Client: Excel Homes
• Location: Harrisburg, PA
• Industry: Building Products
• Buyer/Investor: Huron Capital Partners
• Close Date: December 2004

Situation
Excel Homes is one of the largest builders of high-end modular homes in the country with three plants in Pennsylvania and West Virginia.

Having successfully acquired and built Excel Homes and Avis America Homes for over seven years, the shareholders were considering an offer from a strategic acquirer to acquire 100% of the company with a significant portion of the consideration in structure.

Objective
The shareholders desired to maximize the value of their holdings, while effecting a 100% buyout of the controlling family that did not participate in the operations of the company, and simultaneously provide the operating shareholders and Matrix with a reinvest opportunity.

In addition, the company needed a capital structure that would support its accelerated growth plans.

Solution
Matrix conducted a targeted sale process with a select group of private equity funds that could expeditiously consummate a recapitalization transaction at a maximum value.

Ultimately, a transaction was structured with a Midwestern based private equity fund. This provided a flexible capital structure to support continued growth and the opportunity for selected shareholders to reinvest.

• Client: Dimex Corporation
• Location: Marietta, OH
• Industry: Industrial Products
• Buyer/Investor: Brookside International, Inc.
• Close Date: December 2004

Solution
Dimex Corporation, headquartered in Marietta, Ohio, is a highly profitable plastics extrusion business with a sophisticated raw material supply capability that involves reprocessing off-spec and scrap plastic material for use in its own extrusion operation and for resale in the marketplace.

Objective
Shareholders sought to monetize a significant portion of their ownership interest to diversify their investment holdings, while still retaining operational control and a minority interest in the business in addition to securing a financial partner to help fund continued strong growth.

Solution
Matrix contacted both financial buyers and  strategic buyers.

Confidential Information Memoranda were distributed to interested parties and multiple Indications of Interest were received, representing a response rate of better than 50%

After a four round auction process, the shareholders selected Brookside International to complete the recapitalization at a premium valuation level.