NRC’s
“VALUE ADD” PROPOSITION

NRC understands the importance of strict confidentiality to company owners in M&A transactions and works tirelessly to confirm that no information about a transaction is provided to prospects until each prospect has been approved for solicitation and has signed a confidentiality agreement. Thereafter, all financial and other information is provided in a secure virtual data room with restricted access, and prospects are reminded throughout the process about the need for strict confidentiality.

NRC has the largest database in the industry. For each engagement, NRC develops a comprehensive list of prospective bidders who meet the criteria established by the client, and no contact with any prospects is made until the client has approved the prospect list.

NRC adds tremendous value with respect to sale and financing documentation and legal matters in M&A transactions. Denny Ruben, Executive Managing Director, is an attorney with over 40 years of experience in complex real estate, financing and corporate matters and remains closely involved in all aspects of each M&A transaction. NRC is especially proud of the confidential information memorandum that it produces for each M&A transaction and has routinely been complimented by our clients and by prospective bidders on the content and style of those documents, as well as the quality of our virtual data room and the information we provide. NRC has also developed a “seller friendly” form of asset purchase agreement for use specifically in industry M&A transactions, which ultimately saves our clients thousands of dollars in legal fees. In addition, NRC not only assists in the documentation of the transactions but remains involved throughout the entire process by guiding and directing or assisting our client’s legal counsel through the maze of legal and business issues that arise in transactions of this type. Unlike most advisors who disappear after the letter of intent is executed until closing, NRC stays directly involved in every aspect of the transaction in order to confirm that all of the issues are resolved on a timely basis based on market standards with the utmost protection for and minimum risk to the client.

NRC takes a highly proactive role in the due diligence process, encouraging clients to order updated title insurance commitments, as-built surveys (where none exist) and Phase I environmental site assessments in order to “get ahead” of the diligence process. NRC has established relationships with national title companies, survey firms and recognized environmental consultants and has negotiated favorable rates for our clients. By ordering real estate due diligence materials early, the diligence process can typically be shortened by at least 30 days, and our form of purchase agreement requires the purchaser to reimburse the seller for all such costs at closing.

Environmental issues are common in convenience store transactions, and NRC has developed creative and practical solutions to address those issues, such as environmental insurance, third party indemnities, escrow holdbacks, and others. NRC’s professionals are closely associated with the leading environmental insurance brokers and environmental consultants for the industry, and our proactive approach has resulted in solutions to challenging environmental problems.

NRC’s professionals have decades of experience in dealing with financing convenience store assets, whether for buyers or sellers. As a result, we are uniquely situated to evaluate the risks of any M&A transaction from a financing perspective, which is especially important in today’s interest rate environment. We have also placed in excess of $500 million of financing for clients over the past several years—both debt and sale-leaseback financing. As a result, we are intimately familiar with all of the major financing sources for both debt and sale-leaseback financing for the industry, and we understand the underwriting, financial, documentation and other issues related to each type of financing.