Clayton, Dubilier & Rice-Backed Motor Fuel Group Acquires MRH to Create the U.K.'s #1 Petrol Station and Convenience Retail Operator

Transaction Valued at £1.2 Billion

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Feb 27, 2018, 05:30 ET

LONDON and NEW YORK, Feb. 27, 2018 /PRNewswire/ -- Clayton, Dubilier & Rice-Backed Motor Fuel Group ("MFG" or the "Company") today announced the acquisition of MRH, the U.K.'s largest petrol station and convenience retail operator. The transaction will create the U.K.'s #1 operator by number of sites and #2 by fuel volume. MFG is owned by funds managed by Clayton, Dubilier & Rice. The transaction is valued at approximately £1.2 billion.

MFG and MRH together will operate more than 900 sites, which are predominantly company-owned and franchisee-operated and manage third-party fuel, convenience, and foodservice brands. These include fuel brands BP, Esso, Jet, Murco, Shell and Texaco and retail brands Budgens, Costa Coffee, Greggs, Spar and Subway, as well as the MRH-owned brand, Hursts. On a combined basis, MFG and MRH sold approximately 3.6 billion litres of fuel in 2017.

Alasdair Locke, Chairman of MFG, will remain Chairman of the combined business. Sir Terry Leahy, a Senior Advisor to CD&R's funds and former chief executive of Tesco, will continue to serve on the board of directors and chair the Executive Committee of the Board.

"Both MFG and MRH operate in a stable market and are highly focused on convenience with a track record of consistent growth and commitment to operational excellence," said CD&R Partner Marco Herbst. "As petrol forecourts transition to customer-focused convenience and food-to-go hubs for local communities, this platform is distinctly positioned to meet this growing demand across the U.K."

"This is a transformational milestone for both companies that we believe will make us an even stronger partner for fuel brands and retail customers seeking convenient foodservice options," said Alasdair Locke, Chairman of MFG. "We are excited to welcome the MRH team, who share a commitment to growth and innovation, as we work together to consolidate a highly-fragmented market and continue our expansion of retail offerings across the combined estate."

CD&R Partner David Novak commented, "These characteristics align with our retail investment strategy and make this a compelling platform with exciting prospects for continued success. It is another example of our European strategy to back strong management teams to build market-leading companies serving high growth markets."

The transaction is expected to close in the second quarter of 2018, subject to customary regulatory approvals.

Goldman Sachs International, RBC Capital Markets and Investec Bank plc served as M&A advisors, and Clifford Chance and Debevoise & Plimpton served as legal advisors to MFG. MFG received due diligence support from Alix Partners, Ernst & Young and McKinsey & Company.

Lazard served as M&A advisers, and Weil, Gotshal & Manges provided legal advice to MRH. MRH also received due diligence support from PwC and OC&C. Charles Russell Speechlys provided advice to MRH management.

MFG management were advised by Dorsey & Whitney (Europe) LLP and Wyvern Partners.

About Clayton, Dubilier & Rice

Founded in 1978, Clayton, Dubilier & Rice is a private investment firm with an investment strategy predicated on producing financial returns through building stronger, more profitable businesses. Since inception, CD&R has managed the investment of $25 billion in 78 companies with an aggregate transaction value of more than $100 billion. The Firm has offices in New York and London. To learn more about CD&R, please visit www.cdr-inc.com.

About Motor Fuel Group

MFG is the second largest independent forecourt operator in the U.K. with 439 stations operating under the BP, Shell, Esso, Texaco, JET and Murco fuel brands. MFG offers the Murco brand through a network of 200 dealers and its retail offerings include Subway and Costa Coffee. For more information, visit www.motorfuelgroup.com.

About MRH

Founded in 1997 and headquartered in Staines-upon-Thames, MRH is the U.K.'s leading independent forecourt operator, serving 2.5 million customers every week at 491 sites across the country. Through partnerships with petrol companies BP, Shell and Esso, MRH sells up to 2.5 billion litres of fuel annually. MRH also operates retail offerings that include Spar, Budgens, Subway, Costa and Greggs, as well as its own Hursts format. For more information, visit www.mrhgb.co.uk.

SOURCE Clayton, Dubilier & Rice