CHALLENGE

A leading intermodal tank distributor sought to expand beyond transportation into a value-added, food-grade storage and processing platform. The opportunity centered on acquiring a fully operational juice processing and storage facility in Central Florida through a sale-leaseback with a cooperative of juice producers, while securing a long-term anchor customer in the global agribusiness sector. The transaction was complex, involving multiple counterparties, long-dated commercial agreements, operational and labor transitions, environmental exposure, and near-term capital investment. Leadership needed to assess whether a legacy facility could support a 15-year sale-leaseback, a 12-year minimum-volume services agreement, and future scalability while protecting downside risk.

OUR ROLE

ETONIEN was engaged to lead end-to-end operational, asset, and commercial diligence in support of a proposed $48M sale-leaseback acquisition. The mandate focused on validating asset quality and remaining useful life, assessing operational readiness for a multi-customer shared-services model, evaluating capital requirements and expansion optionality, and identifying execution and transition risks across labor, environmental, and commercial dimensions.

SOLUTIONS

Asset & Facility Assessment

• Evaluated an 87-acre campus with 10MM gallons of NFC storage, ~4.8MM gallons of frozen concentrate storage with blending, 165k sq. ft. of chilled/frozen warehouse space, active RTS packaging operations, excess land, and 228+ acres of spray field property.
• Assessed asset condition, maintenance practices, and remaining useful life to support long-term ownership.

Operational Readiness & Transition Design

• Reviewed the future-state operating model, including transition of intake, storage, blending, and material handling, with interim retention of packaging operations by the seller.
• Assessed shared-services design across quality, maintenance, and refrigeration, and validated an interim operating agreement through mid-2026 to mitigate leadership transition risk.

Commercial & Revenue Validation

• Analyzed fixed lease revenue, variable storage fees, and service-based income streams.
• Stress-tested minimum volume commitments against utilization scenarios and confirmed EBITDA margins exceeding 75% under conservative assumptions.

Capital Expenditure & Expansion Analysis

• Reviewed required investments for intake capacity, NFC pasteurization, and FC blending.
• Identified expansion optionality including third-party cold storage leasing, on-site iso-tank depot and cleaning services, and monetization of excess land.

Risk & Transition Mitigation

• Coordinated environmental diligence, including Phase I assessments of the facility and spray fields.
• Developed labor transition plans and validated tax and depreciation benefits tied to asset ownership.

OUTCOME

The diligence supported investment committee review of the proposed $48M transaction by stress-testing assumptions and identifying material risks, rather than confirming the investment case. ETONIEN’s analysis highlighted execution complexity driven by multi-party operating dynamics, environmental exposure, and transition management requirements, which materially impacted risk-adjusted returns. While baseline economics showed potential upside under ideal conditions, the assessment demonstrated that downside protections and scalability assumptions were insufficiently robust relative to the execution risk profile, ultimately informing leadership’s decision not to move forward with the transaction.