State College, Pa.-based Uni-Marts Inc., which has 210 company and dealer-operated convenience stores and gas stations in Pennsylvania, New York and Ohio., filed for bankruptcy in late May 2008.
(Click here for previous CSP Daily News coverage of Uni-Marts.)
As previously reported, the Kwik Pik agreement provides for a purchase price of $10 million for the Ohio assets and $6.7 million for the assets located in Pennsylvania and New York. The proposed transaction should close towards the end of October if Kwik Pik is declared the ultimate winner at the conclusion of the auction process.
Under the agreement, Kwik Pik is obligated to close the transaction at those values or higher as the agreement is "as is where is" without any environmental, financing or other contingencies. Additionally, no purchase price reductions are permitted as Kwik Pik has waived the rights to any further due diligence. Kwik Pik is also subject to forfeit a $500,000 escrow deposit if it does not close on the transaction.
The agreement also provides the estate with an opportunity to increase the value above $16.7 million. Under the agreement, single-store and small-group bidding will be permitted on all of the Uni-Marts assets. There are 131 assets included in Kwik Pik's "all or none" provision while 76 assets are not covered by the "all or none" provision ensuring prospective buyers who are interested in acquiring one or two stores that they can compete for the asset(s) without facing the constraints of an "all or none" bid.
Minimum bids for the assets have been adjusted to conform with the Kwik Pik agreement. The total for all of the minimum bids in Pennsylvania and New York has been revised to $6.8 million, which includes the $6.7 million purchase price plus a $100,000 breakup fee if Kwik Pik is not selected as the winner at auction. The net adjustment is reflected in the minimum bids for the fuels distribution assets, which have been revised down from $1.28 million to $876,000. The total of the minimum bids for the Ohio assets remains $8.6 million.
The live auction is scheduled for Sept. 23, 2009, in Wilmington, Del.
Matrix's Energy & Multi-Site Retail Group is a leader in providing transactional advisory services to companies in the downstream energy and multi-site retail sectors. It provides advisory services to complete merger and acquisition transactions, private debt and equity raises, corporate restructurings and corporate valuation and long-term planning engagements.
Matrix Capital Markets Group is a leading middle-market investment bank headquartered in Richmond, Va. Since 1988, Matrix has focused on providing merger & acquisition and financial advisory services for corporate and privately-held companies, including sales and divestitures, staged liquidity transactions, management buyouts and debt and equity placements.
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