Situation
Flyers Energy Group (“Flyers”) and DCA first started working together in 2013. The Dwelle family, who owned the business, asked DCA to help them double Flyers’ size through acquisitions. The Company had been pursuing acquisitions on their own for a couple of years, but were not pleased with the results. Through close cooperation and collaboration, the goal was largely achieved over the following seven years, with Flyers’ size and value growing significantly. In total, DCA helped Flyers to close 10 transactions, building one of the nation’s leading cardlock networks with a total of roughly 400 fueling sites. As part of the strategy to grow their land segment activities in North America, World Fuel Services (“WFS”) [NYSE:INT] approached Flyers to discuss a potential acquisition. After some discussion and soul-searching, the Dwelle family decided the timing was right to explore a potential sale and enlisted DCA to lead the M&A process. Confidentiality was of utmost importance not only for the sellers, but also for the buyers as a publicly traded company. Both parties agreed to set ambitious deadlines to consummate a potential transaction despite the considerable and thorough due diligence required from a NYSE-listed public company buyer.
DCA Value Add
DCA acted as lead financial advisor to Flyers and worked in close cooperation with Flyers’ management, ownership, and their other advisors. This involved analyzing the opportunity, supporting the family in their decision-making process, and structuring an efficient M&A process to meet all milestones on their agreed deadlines. DCA also was the first point of contact for WFS’s management and M&A team, as well as their financial, tax, legal, and environmental advisors. By creating an electronic data room and facilitating a constant stream of communication, DCA helped address the buyer’s questions and requests quickly and accurately. Furthermore, DCA coordinated other advisory work streams on the sellers’ side, most notably with Flyers’ legal and tax advisors. DCA also led the negotiation of the commercial terms in the purchase agreement.
Result
WFS’s acquisition of Flyers closed on January 3, 2022 for a purchase price of roughly $773 million. DCA used its proprietary knowledge in the fuel distribution sector and its breadth of transaction experience to create a win-win situation in which the Dwelle family was able to achieve a premium value transaction which is still expected to be substantially accretive to margins, cash flow, and earnings per share for WFS. Most importantly, DCA was able to ensure that both signing and closing occurred on the exact dates which were targeted at the beginning of the M&A process, and the transaction closed at the full price the parties agreed upon in the letter of intent.