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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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London/New York – 27 Feb 2018 – 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 ofsites
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 highlyfragmented
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.

MFG Continues Its Rapid Growth

From its inception in December 2011, Motor Fuel Group (MFG) has had an exceptional pace of growth.

The acquisition of MRH by MFG will bring together the two largest independent forecourt operators in the UK with a combined current station count of 930.

Alasdair Locke, chairman of Motor Fuel Group and the MFG executive team are eager to create a unified offering from both estates that will offer customers the best forecourt, shop and ‘food to go’ experience in the market today.

William Bannister, MFG’s chief executive officer said: “This acquisition gives us the opportunity to develop our winning forecourt formula and will enable us to achieve our long-stated objective to be the UK’s most dynamic and profitable independent forecourt operator.”

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