Buyer was an industry-leading wholesale distributor of tobacco, candy, groceries, and other products to convenience stores, drug stores, and other mass merchandisers. The Buyer carries over 11,000 products and annual revenue was over $6B.

Target was a $600M wholesale distributor of cigarettes, candy, coffee, food, and various sundry items to convenience stores. Target operated in six states, with some geographical overlap.

Fort Dearborn advised management through all aspects of the acquisition, including:

–  Assessing Quality of Earnings and Quality of Assets;

–  Management had included several EBITDA add-backs and FDP had to normalize the earnings due to non-recurring events;

–  Identifying and quantifying potential synergies;

–  Assessing capital requirements to integrate target’s operations;

–  Advising on the opening balance sheet and which assets and liabilities would be included as the legal and financial reporting structure of Target, including the operations of businesses that would not be purchased as part of the transaction;

–  Providing other due diligence services; and

–  Assisting management in preparing a plan to finalize the post-transaction working capital adjustment.

The Buyer completed a successful purchase of substantially all the assets of Target and employed nearly all Target employees post-close.

The deal was accretive to earnings and integration was seamless and completed quickly after deal close.