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 $5.5B.

Target was a $60M wholesale distributor of tobacco, tobacco products, accessories and supplies, tobacco and smoking product substitutes, and confectionery products into convenience store retailers. Target operated in adjacent geography to the Buyer.

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

–  Assessing Quality of Earnings (QoE) and reviewing management’s adjusted EBITDA;

–  Based upon the FDP review of the operations, we suggested additional adjustments that reduced Target’s EBITDA;

–  Validating forecasted revenue and earnings after the loss of a significant customer;

–  Reviewing assets and liabilities that would be subsumed as part of the transaction;

–  Identifying that real estate included in the transaction was valued by the Company in excess of a recent real estate appraisal; value paid for the real estate was subsequently reduced;

–  Identifying potential synergies;

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

–  Advising on a transition services agreement; and

–  Providing other due diligence services as requested.

Buyer was able to negotiate a reduction in the initial offering price due to findings during the due diligence process.

Buyer completed a successful purchase of substantially all the assets of Target.

Buyer received a significant return on investment from the transaction.