February 4, 2005

Dear friends of the firm:
Matrix is off to an excellent start in 2013 as we continue to experience strong momentum from a record 2012.
As such, we wanted to share some highlights from this past year, as well as our outlook for the balance of 2013.
At Matrix, we concentrate our investment banking expertise on a select number of high-quality, complex
engagements and this past year we successfully closed 31 engagements consisting of 17 sale assignments and 14
buy-side, valuation, capital-raise and distressed advisory assignments. The average value of the 17 divestitures
was $42 million (enterprise values of approximately $10 – $225mm). Our clients represented a wide variety of
traditional industry sectors, including industrial, consumer, energy and retail.
Based on conversations with current and prospective clients, Matrix sees a robust pipeline for 2013 that could
eclipse 2012. Historically low interest rates, continued improvement in the housing market & banking sector,
and the improved performance of private companies, should create a positive deal dynamic. This is further
bolstered by a private equity community that is eager to both deploy capital for new investments as well as
harvest investments long overdue for a liquidity event.
Matrix is extremely proud of our 25 year history of building relationships and maximizing value for our clients.
Our team of committed professionals continues this long standing tradition by providing our clients with
exceptional investment banking services, creativity, confidentiality and hands-on senior level attention, from
start to finish. Our client focus continues to be on middle-market companies generating EBITDA of $3 million
and above, with a particular strength in advising private company founders and family-run companies.
We appreciate our relationship with you and thank you for your continued interest and support. We look
forward to the opportunity to work together in 2013 and please let us know if we may be of assistance.
Sincerely,
Michael C. Morrison
Managing Director
Jeffrey G. Moore
Managing Director
Cedric C. Fortemps
Director
R. H. Butler, Jr.
VP of Business Dev.
M. Vance Saunders
Vice President
Thomas E. Kelso
Managing Director
Spencer P. Cavalier
Director
David W. Shoulders
Vice President
John J. Underwood
Vice President
David M. Keys
Vice President
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Select Engagements
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North American Propane
Matrix was retained by a New York/Chicago-based private equity group, Albion Investors, LLC, to assist with
the sale of their portfolio company, North American Propane (“NAP”). NAP is a leading regional provider of
home heating oil and propane services to consumers and commercial customers in the Northeast and MidAtlantic. The Company was purchased by NGL Energy Partners, LP out of Tulsa, OK. The transaction was
closed within 60 days of executing the LOI and was led by Michael Morrison, David Shoulders and William
O’Flaherty.
Mid-Atlantic Convenience Stores, Inc.’s Transportation & Logistics Division
Matrix advised Richmond, VA-based Mid-Atlantic Convenience Stores, Inc., (“MACS”) on the successful sale
of MACS’ fuels transportation and logistics division, better known as Southside Transport, to Samuel Coraluzzo
Co., Inc. of Vineland, NJ. Matrix provided merger and acquisition advisory services to MACS, which included
valuation advisory, marketing the assets through a customized, structured sale process, negotiating the
transaction and overseeing a long-term freight agreement with Coraluzzo.
The Carroll Independent Fuel Company
Matrix advised The Carroll Independent Fuel Company (“Carroll”) on the sale of its heating oil and HVAC
divisions to Star Gas Partners, L.P. (NYSE:SGU). Carroll engaged Matrix for strategic planning purposes and
determined that its heating oil and HVAC divisions were not core competencies and were underperforming
other divisions of the company. This resulted in Matrix being engaged to market the assets through a very
targeted and structured sale process, and to negotiate a successful sale to Star Gas. This allowed Carroll to
redeploy capital to other investment opportunities.
High’s of Baltimore, Inc.
Matrix advised Hanover, MD based High's of Baltimore, Inc., t/a High's Dairy Stores (“High’s”), on its sale of
46 retail convenience stores and gas stations to The Carroll Independent Fuel Company. High's directly operated
the stores that were located in densely populated areas throughout Maryland, primarily serving customers in the
Washington, D.C. and Baltimore, MD suburbs. Matrix provided merger and acquisition advisory services to
High’s, which included valuation advisory, marketing the assets through a customized sale process, and
negotiating the transaction.
Strasburger Enterprises, Inc.
Matrix advised Strasburger Enterprises, Inc. (“Strasburger”) on the sale of its company operated retail
convenience stores primarily located along I-35 in central and southern Texas. 7-Eleven, Inc. acquired the 23
primarily Shell-branded sites. Matrix provided merger and acquisition advisory services to Strasburger, which
included valuation advisory, marketing the assets and negotiating the transaction.
Wagner Lumber Companies
Matrix led the sale of the Wagner Lumber Companies (“Wagner”) to Baillie Lumber of Owego, NY. Owners
Les Wagner and Steve Schaeffer sold their entire equity interests in a strategic sale that resulted in the remaining
senior management team being retained by the buyer. Wagner is a nationally recognized producer of hardwood
lumber manufactured in several sawmill and kiln-drying locations in the state of New York. The transaction
was led by Michael Morrison, David Shoulders and William O’Flaherty.
Florida Oil Holdings, Inc.
Matrix advised Orlando, Florida-based Florida Oil Holdings, LLC on the sale of its 29 company operated retail
convenience stores with gasoline to Circle K Stores, Inc., a wholly owned subsidiary of Alimentation CoucheTard, Inc. (TSX:ATD.A, ATD.B). The stores were all BP branded and located in the greater Orlando, Florida
area. Matrix provided merger and acquisition advisory services to Florida Oil, which included valuation
advisory, marketing the assets through a targeted, customized, structured sale process, and negotiation of the
transaction.
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RCC Western Stores
Matrix was retained as the exclusive sell-side advisor for RCC Western Stores (“RCC”). The 100% equity sale
was executed in under 45 days from LOI to close, and consisted of 29 retail locations. The equity interests were
sold to industry leader Boot Barn, owned by Freeman Spogli and Brookside Mezzanine. RCC sells western
apparel and boots via retail and a growing internet capability. Hired by the owners of RCC, Matrix ran a very
targeted process which resulted in a successful transaction led by Jeff Moore, Katie Millner, William O’Flaherty
and Brady Hill.
Confidential Client
Matrix was successful in closing a transaction with the management team of this confidential industrial
distributor. KLH Capital, a Florida based private equity group acquired the Company, allowing management to
co-invest, which was an ideal exit strategy for the current owner and the Company’s employees. The Matrix
team was led by Jeff Moore, Katie Millner, William O’Flaherty and Brady Hill.
Richmond Electric Supply Co.
Matrix was retained by recently appointed CEO and industry veteran, Mike Bourn through his acquisition
vehicle RESCO Acquisition, LLC, to acquire Richmond Electric Supply Co. (“RESCO”). RESCO is an
electrical wholesale distributor primarily serving commercial, military, industrial & OEM markets. Matrix
structured and raised the equity capital & debt financing and advised the buyers during the negotiation and
successful closing of the transaction. The transaction was led by Jeff Moore, Katie Millner and Brady Hill.
VIP Parts, Tires & Service
VIP, Inc. hired Matrix this past summer to explore the sale of its 56 retail auto parts stores to a potential
strategic buyer. Owner John Quirk wanted to retain the business of selling tires and automotive services through
the bays, despite sharing the same physical footprint with the retail stores. All 56 retail locations were sold to
O’Reilly Automotive in December in a complex transaction, in which the seller successfully retained the tire
and service business. The transaction was led by Michael Morrison, David Shoulders, William O’Flaherty and
Brady Hill.
Old Dominion Peanut Company
The fourteenth sell-side engagement to close in 2013 was the sale of Old Dominion Peanut (“ODP”) based in
Norfolk, VA and founded in 1913. ODP is the largest manufacturer of branded brittle and peanut candy in the
U.S. ODP was acquired by Hammond’s Candies, headquartered in Denver, CO. Matrix assisted ODP in
navigating complex working capital and deferred tax topics and enabled them to find an attractive succession
plan for the current President & CEO along with a liquidity event for the Company’s shareholders. The
transaction was led by Jeff Moore, Katie Millner and Brady Hill.
Express Lane, Inc.
Matrix advised Express Lane, Inc. on the sale of 100% of its stock to Lehigh Gas Partners LP
(NYSE:LGP). Express Lane, Inc. operates 45 retail convenience stores with gasoline primarily in the panhandle
of Florida. The stores sell fuels primarily under the Chevron and Exxon flags, and almost of all of the properties
are leased from third-party landlords. The after-tax proceeds to the shareholders would have been dramatically
reduced if the transaction had not been structured as a stock sale and not closed in 2012. Both goals were
accomplished through a complex negotiation that resulted in a sale of certain assets of the company to Lehigh
prior to the sale of the stock. Matrix provided merger and acquisition advisory services to Express Lane, Inc.,
which included valuation advisory, marketing the assets through a structured sale process, and negotiation of the
transaction.
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Getty Realty, Inc.
Matrix advised Getty Realty Corp. (NYSE:GTY) during the repositioning of their portfolio of properties
previously leased to Getty Petroleum Marketing, Inc. Matrix advised Getty on a complex marketing strategy to
reposition the portfolio of over 400 properties in a way that maximized long-term lease payments, diversified its
tenant base, and ensured future investment in the properties by its tenants. Through this effort, Getty
successfully leased 443 properties on a long-term triple net basis with eight different tenants, including:
• 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).
Matrix provided advisory services to Getty Realty, Inc., which included valuation advisory, marketing
geographic portfolios of sites to targeted potential tenants, and negotiation of the leases.
Mutual Oil Co., Inc.
Matrix advised Mutual Oil (“Mutual”) on the sale of 19 gas station and convenience store wholesale assets to
multiple buyers including Alliance Energy LLC, a wholly-owned subsidiary of Global Partners LP
(NYSE:GLP), and various regional jobbers and individual store operators. The primary reason for the
divestments was for Mutual to focus exclusively on its wholesale business as it is no longer in the business of
managing retail assets. Matrix provided merger and acquisition advisory services to Mutual which included
valuation advisory, marketing the assets through a structured sale process, and negotiation of the transaction.
Red Eagle Oil, Inc.
Matrix advised Red Eagle Oil, Inc., et al, Debtor-in-Possession in Case No. 11-20857 of the United States
Bankruptcy Court for the District of Wyoming (the "Court") on the sale of the company’s 16 fee-owned
convenience stores with gasoline offerings, several bulk plants, and transportation equipment. The Wyomingbased company’s assets were sold pursuant to a Court Order approving the sale to Brad Hall & Assoc.,
Inc. Matrix provided merger and acquisition advisory services to Red Eagle, Inc., which included valuation
advisory, expert testimony in Court and marketing the assets through a customized sale process.
__________________________________________________________________________________________
Matrix Capital Markets Group is a leading middle-market investment bank headquartered in Richmond,
Virginia. Since 1988, Matrix has focused on providing merger & acquisition and financial advisory
services for privately-held and private-equity owned companies, including sales and divestitures, Staged
Liquidity Transactions®, management buyouts, and debt & equity placements. Over our 25 year history,
Matrix has served clients in a wide range of industries, including industrial manufacturing and
distribution, building products, capital equipment, consumer products and petroleum marketing &
distribution. For additional information, please visit www.matrixcapitalmarkets.com.
Securities offered by Matrix Private Equities, Inc., an affiliate of Matrix Capital Markets Group, Inc.,
Member of FINRA and SIPC.
11 South 12th St., 3rd Floor, Richmond, VA 23219 - 804.780.0060
100 South Charles St., Suite 1350, Baltimore, MD 21201 - 410.752.3833
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