Matrix Capital Markets Group — M&A Advisory Profile

01Advisory Approach

Sweet Spot

Family-owned and founder-owned businesses in downstream energy, convenience retail, automotive aftermarket, and related industries with $10M-$250M in enterprise value. Companies where operational complexity, tax planning considerations, or bifurcated sale structures require specialized advisory.

Not A Fit If

Businesses below $10M TEV, pure asset sales without going-concern operations, founders seeking limited off-market sales rather than structured processes, situations requiring generic industry expertise rather than sector-specific knowledge.

Unmatched sector specialization with 400+ downstream energy engagements and $13B+ in transaction value since 1997. Expertise in complex transaction structures including bifurcated sales, multi-transaction processes, and carve-outs. Tax planning integration optimizes after-tax outcomes. Operating experience among bankers enables credible client relationships. National platform through Citizens Financial Group acquisition while preserving specialized focus.

02Process & Fees

Structured, confidential sale processes including valuation advisory, targeted buyer outreach leveraging deep relationship networks, negotiation of transaction agreements, due diligence coordination, and closing management. Executes bifurcated sales and multi-transaction processes when this maximizes shareholder value. Accelerated timelines available for tax planning optimization.

Matrix Capital Markets Group Research

Advisory Approach

Matrix Capital Markets Group is a specialist lower middle market investment bank with over 35 years of experience providing merger and acquisition advisory services. Founded in 1988, the firm has established itself as a leading advisor in the downstream energy and convenience retail sectors, while maintaining broad capabilities across automotive aftermarket, business services, consumer, industrial products, restaurants, and transportation & logistics industries. The firm operates with a thesis-driven approach: that deep sector specialization combined with exhaustive buyer outreach generates superior outcomes for founder-owned and family-owned businesses navigating complex sale processes.

In February 2026, Matrix was acquired by Citizens Financial Group, significantly expanding its resources and platform while maintaining its focused advisory approach. The firm now operates under the Citizens Capital Markets & Advisory brand as a division of Citizens JMP Securities, while preserving the Matrix identity and specialized expertise.

Sector Focus

Matrix's Downstream Energy & Convenience Retail Investment Banking Group is the firm's flagship practice and widely recognized as the national leader in this sector. Since 1997, this group has completed over 400 engagements with aggregate transaction value exceeding $13 billion. The firm's expertise spans petroleum marketing, convenience retailing, propane distribution, heating oil distribution, lubricants distribution, petroleum logistics, terminals, and car washes. This specialized focus enables Matrix to provide sophisticated transactional advisory services that generalist investment banks cannot match.

Beyond energy and convenience retail, Matrix maintains active practices in automotive aftermarket (particularly automotive service and tire chains), outdoor recreation & marine, diversified industrials, business services, consumer products, restaurants, and transportation & logistics. The firm's professionals bring operational backgrounds and transaction experience that translates into credible advisory guidance across these industries.

Deal Track Record

Matrix has completed 500+ engagements since its founding, with 70+ transactions completed since 2021 alone. The firm's transaction history includes landmark deals such as:

Giant Eagle/GetGo Sale (2025): Advised Giant Eagle on the sale of approximately 270 GetGo Café + Market convenience stores and WetGo car washes to Alimentation Couche-Tard (Circle K parent), along with the separate sale of the wholesale motor fuels distribution business to Cary Oil. This complex multi-transaction deal represented a complete exit for Giant Eagle from convenience retail.
TBC Corporation/Midas Sale (2025): Advised TBC Corporation (a joint venture of Sumitomo Corporation and Michelin) on the sale of Midas International to Mavis Tire Express Services Corp. Midas operates 2,000 franchised stores across 20 countries.
Downs Energy Sale (2025): Advised Downs Energy, a leading Southern California petroleum marketer founded in 1940, on its sale to SC Fuels, a subsidiary of Pilot Company.
Monfort Companies Portfolio (2023-2026): Executed the sale of nearly 80 convenience stores across multiple states to four separate buyers (Kent Kwik, 7-Eleven, Azan Petro, Diamond Jubilee) to maximize after-tax value.

Other significant transactions include sales for Pri Mar Petroleum, CHS Inc. (33 Cenex Zip Trip stores to Par Pacific), Petr-All/Express Mart (78 stores to Speedway), Miller Oil Company (to Global Partners LP), and numerous petroleum marketing and convenience retail transactions nationwide.

Process & Fee Structure

Matrix runs structured, confidential sale processes designed to maximize after-tax value for sellers. Typical engagement scope includes valuation advisory, marketing through targeted buyer outreach, negotiation of transaction agreements, due diligence coordination, and closing management. The firm frequently executes bifurcated sales to multiple buyers when this strategy maximizes shareholder value, as demonstrated in the Monfort Companies transaction.

For family-owned businesses considering tax planning implications, Matrix designs accelerated sale processes when favorable tax rate changes are anticipated, as demonstrated in the Penta Operating transaction which closed in December 2021 ahead of potential capital gains tax increases.

Fee structure follows industry-standard modified Lehman formulas with monthly retainers credited against success fees. While specific retainer ranges are not publicly disclosed, the firm targets transactions in the $10M-$250M enterprise value range typical of the lower middle market.

Buyer Network

Matrix maintains extensive relationships with strategic buyers and private equity firms active in its focus sectors. The firm's buyer network includes:

Strategic Buyers: Alimentation Couche-Tard (Circle K), Mavis Tire, Pilot Company/SC Fuels, Par Pacific, 7-Eleven, Speedway/Marathon Petroleum, Global Partners LP, Stinker Stores, Cary Oil Company, Kent Kwik, Azan Petro, Diamond Jubilee, and numerous regional convenience store chains and petroleum marketers.

Private Equity Sponsors: The firm works with PE firms active in downstream energy, convenience retail, and automotive aftermarket sectors, though specific PE relationships are less prominent than strategic buyer relationships given Matrix's industry specialization.

Matrix's approach emphasizes relationship-based buyer development. The firm maintains ongoing contact with potential acquirers to understand acquisition criteria and capital availability, enabling targeted buyer identification when new engagements commence. This was demonstrated in the CHS transaction, where Matrix's prior relationship with Par Pacific (developed in 2017) led to their inclusion as a buyer despite no prior continental U.S. retail assets.

Competitive Positioning

Matrix differentiates through:

Sector Specialization: The Downstream Energy & Convenience Retail Group's 400+ engagements and $13B+ in transaction value represent unmatched depth in this sector.
Transaction Complexity Expertise: The firm excels at bifurcated sales, multi-transaction processes, and carve-outs that generalist banks avoid.
Tax Planning Integration: Matrix structures sale processes to optimize after-tax outcomes, including accelerated timelines ahead of tax changes and sale-leaseback optimization.
Relationship-Based Buyer Development: Ongoing buyer relationships enable targeted outreach rather than broad, unfocused marketing.
Operating Experience: Several senior bankers have operational backgrounds in the industries they serve, enabling credible advisor-client relationships.

Not a Fit If

Matrix typically declines engagements below $10M in enterprise value, pure asset sales without going-concern operations, and situations requiring limited buyer outreach. The firm's value is in exhaustive, structured sale processes, so founders seeking off-market negotiated sales may find Matrix's approach more comprehensive than desired.

Team

The leadership team includes:

Spencer Cavalier, CFA, ASA: President, Co-Head of Downstream Energy & Convenience Retail Group. Succeeded Thomas Kelso as President in 2022.
Thomas Kelso: Outgoing President, continues as Managing Director.
Cedric Fortemps, CFA: Co-Head of Downstream Energy & Convenience Retail Group, Managing Director. Previously led the Miller Oil Company transaction.
David Shoulders: Managing Director, joined Matrix in 2006. Leads automotive aftermarket and industrial transactions. Previously at Stifel Nicolaus.
Stephen Lynch, CPA, CFA: Managing Director, Downstream Energy & Convenience Retail Group. Joined Matrix in 2011, previously at Deloitte. Led the TBC/Midas and Giant Eagle/GetGo transactions.
Vance Saunders: Managing Director/Principal.
James Munsey: Chief Operating Officer.
Kyle Tipping, CFA: Vice President.
John Duni, CFA, CPA: Vice President.

The firm employs approximately 40-50 professionals across Richmond, Baltimore, and Chicago offices.

Geographic Coverage

Headquartered in Richmond, Virginia with additional offices in Baltimore, Maryland and Chicago, Illinois. The firm serves clients nationwide but maintains particular density in the Mid-Atlantic and Midwest regions. Following the Citizens Financial Group acquisition, the firm now has access to Citizens' national platform and office network.

Recent Activity

Throughout 2024-2025, Matrix has been highly active closing major transactions including the Giant Eagle/GetGo sale to Couche-Tard, TBC/Midas sale to Mavis, Downs Energy sale to Pilot/SC Fuels, and Monfort Companies multi-transaction portfolio sale. The firm completed 70+ transactions from 2021-2025, reflecting strong deal flow in downstream energy and convenience retail sectors.