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

Target is a $280M wholesale distributor of tobacco products, candy, snacks, fresh products, beverages, dairy products, and groceries. The Company operates out of a single warehouse, and services over 850 convenience stores, cigarette and tobacco shops, grocery stores in four states.

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

–  Provided precision to the valuation range;

–  Reviewed critical accounting estimates and identified departures from US GAAP. Correcting for unrecorded for under-recorded estimates;

–  Identifying risks related to the APA as Target did not have proper controls over sales cutoff, cash application, and reporting certain income and liabilities at interim periods;

–  Proposing appropriate deal structure to achieve Target's and Buyer’s objectives and avoid any post-closing issues up-front;

–  Identifying unrecorded liabilities;

–  Identifying potential synergies;

–  Assessing capital requirements to integrate target’s operations;

–  Assessing Quality of Earnings (QoE);

–  Providing other due diligence services; and

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

FDP identified adjustments to the purchase price which reduced the proposed purchase price by approximately 7%.

Buyer ultimately completed a successful purchase of Target.