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Case Study:
RPF Oil Company - Fleck's Mart - Exclusive Sale/Divestiture

Situation
- RPF Oil Company approached Matrix with the strategic goal of shifting their business model to focus on wholesale operations. Matrix advised RPF to purse 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.
