PDF - William Blair
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PDF - William Blair
February 2016 Investment Banking Food and Beverage Industry Sees Robust M&A Activity and Strong Equity Returns in 2015 Food for Thought In This Report Strategic acquirers continue to dominate M&A landscape Better-for-you and private label continue as major M&A drivers Trends to watch in 2016 2015 stats on M&A transactions and public equity performance CONTENTS 1 Executive Summary 5 William Blair Food and Beverage Investment Banking 3 6 Market Update and Analysis Sector and Transaction Data EXECUTIVE SUMMARY Food and Beverage Industry Sees Robust M&A Activity and Strong Equity Returns in 2015 Growth of natural, organic, and healthier products and attractiveness of private-label brands were major drivers of dealmaking activity. Across most industries, 2015 was a year of robust M&A activity and lackluster equity returns. In terms of M&A, the food and beverage industry fit this pattern. From headlinegrabbing mega-mergers to smaller, more targeted acquisitions, 2015 saw a steady stream of acquisitions that will continue to reshape the food and beverage industry for years to come. In terms of public equity performance, however, the industry was a bit of a welcome outlier in 2015, with most food and beverage segments significantly outperforming the broader market. In this issue of Food For Thought, we examine the trends that shaped dealmaking activity in the food and beverage industry in 2015 and analyze equity performance in various segments of the industry. We also address some of the biggest questions facing the industry in 2016. Strategic Acquirers Continue to Dominate M&A Landscape M&A activity in the food and beverage industry in 2015 continued to be shaped overwhelmingly by highly strategic acquisitions. From 2013 to 2015, strategic acquirers have accounted for roughly 87% 1 of all completed food and beverage acquisitions. The rationales for these strategic transactions ran the gamut in 2015. In many instances, the acquirer was looking to enter into a new category or platform. This was the case with Smucker’s $6 billion acquisition of Big Heart Pet Brands in March, a transaction for which William Blair served as buy-side advisor. Last year also saw many high-profile consolidation and scale plays, such as the Kraft-Heinz merger or the AB InBev-SABMiller merger. Other times, the transactions were driven by a company’s focus on divesting noncore assets or rationalizing its portfolio, such as ConAgra Foods selling its private-label business. This robust demand from strategic acquirers resulted in strong valuations across the industry. For announced food acquisitions, the average EBITDA multiple increased from 13.0x in 2014 to 13.5x in 2015. In the beverage industry, the average EBITDA multiple increased from 11.8x in 2014 to 13.8x in 2015. Public investors reacted relatively enthusiastically to food and beverage transactions in 2015. Across all industries in 2015, the acquiring company’s share price increased an average of 1% on the day following a deal announcement. In food and beverage, however, the average dayafter jump was 2.2% Clearly, investors continue to reward companies for pursuing scale and inorganic growth opportunities through M&A. Food and Beverage M&A by Acquirer Type (2013-2015) Over the past three years, M&A activity in the food and beverage industry has been dominated by strategic acquirers. This trend continued in 2015 with a wave of consolidation and divestitures, as well as acquisitions driven by the macro trends of natural, organic, and healthier foods and private-label. 87% Strategic 13% Financial Sponsor Source: Dealogic and William Blair as of December 31, 2015 EXECUTIVE SUMMARY Better-For-You and Private-Label Continue as Major M&A Drivers SunOpta’s $450 million acquisition of Sunrise Growers in October represented two of the most powerful trends shaping the food retail industry: consumers’ growing demand for organic, natural, and other healthier foods and the continued attractiveness of private-label brands. William Blair served as sell-side advisor to Sunrise Growers, which is the leading processor of conventional and organic frozen fruit in the United States and serves retail private-label and foodservice customers. In our July issue of Food For Thought, we discussed how large CPG companies were increasingly using M&A to add high-quality, healthoriented brands to their portfolios. This trend continued throughout the second half of 2015, headlined by Pinnacle Foods’ $975 million acquisition of Boulder Brands. William Blair served as sell-side advisor to Boulder Brands on the transaction, which was announced in November. Boulder Brands’ portfolio of healthfocused brands includes Glutino, Udi's Gluten Free, Earth Balance, EVOL, and Smart Balance. Other transactions involving better-for-you brands in the second half of 2015 include WhiteWave’s acquisitions of Vega and Wallaby Yogurt. In the private-label space, Treehouse Foods’ $2.7 billion acquisition of ConAgra’s private-label business will make Treehouse the largest producer of store-branded grocery items. While the growth of the private-label industry has slowed somewhat as economic conditions have improved over the past several years, privatelabel still represents a vastly important part of the CPG industry. Private-label brands have shifted from being a “cheap alternative” to being a profit driver and point of differentiation for retailers. Food and Beverage Equities Outperform Concerns about China’s slowing growth, depressed oil prices, geopolitical unrest, and heightened volatility were significant headwinds to equity markets in 2015. For the year, the S&P 500 was down 0.7%. Amid this challenging environment, the food and beverage industry delivered relatively strong performance for investors across most segments. According to indices created by FactSet, the food production (+5.7%), food ingredients (+12.6%), and beverage (+7.4%) indices all significantly outperformed the broader market and saw P/E multiple expansion during the year. The performance of the food retail index (-0.7%), however, mirrored the broader market. continue to be a major driver of sales growth and acquisitions for several years to come. With private label, there may be some slowdown in M&A activity in 2016 as Treehouse and other major consolidators focus on absorbing their recent acquisitions. To learn more about what these trends in the food and beverage industry mean for your company, please do not hesitate to contact us. Trends to Watch in 2016 Food retail will be one of the more interesting segments to watch in 2016. Over the past 24 months, there has been a high degree of restructuring in the form of mergers, divestitures, and market rationalization. It will be interesting to see how grocery chains adapt their strategies in response to this new landscape. We expect to see continued market rationalization in 2016, as chains focus more on regional density and look to exit markets where they don’t have a No. 1 or No. 2 market position. In the natural and organic segment, Whole Foods’ launch of its 365 smaller-store concept will be notable as they attempt to target customers that frequent Sprouts Farmers Market, The Fresh Market, Natural Grocers, and Trader Joe’s. Another segment worth watching in 2016 is foodservice. While the segment has been challenged over the past decade, lower gas prices could be a catalyst for growth for restaurants. In terms of the macro M&A trends described above, we believe that natural and healthier foods will William Blair 2 MARKET UPDATE AND ANALYSIS Public Equity Performance Amid a challenging year for public equity markets, most segments of the food and beverage industry delivered strong returns for investors. Food retail was the only segment that did not outperform the S&P 500 in 2015. Food Ingredients 12.6% Beverage Production 7.4% Food Production Food Retail Market Analysis Each quarter we look behind the numbers to examine the market dynamics that are driving trends in the dealmaking landscape in the food and beverage industries. S&P 500 (5.0%) 5.7% (0.7%) (0.7%) 0.0% 5.0% 10.0% 15.0% Source: Indices are determined by FactSet Research Systems; data as of December 31, 2015 P/E Multiple Expansion Across Most Segments Three of the four major segments in food and beverage saw their median valuations increase during 2015. 30.0x 2014 2015 25.0x 25.0x 20.0x 22.5x 19.8x 17.8x 20.6x 18.4x 22.1x 17.0x 15.0x 10.0x 5.0x 0.0x Food Production Food Ingredients Beverage Production Food Retail Source: FactSet Research Systems, Bloomberg, and S&P Capital IQ; as of December 31, 2015 3 MARKET UPDATE AND ANALYSIS Food Acquirers See Larger First-Day Bump in 2015 Across all industries over the past four years, public investors have been greeting news of acquisitions warmly, based on stock performance the day after a deal was announced. In 2015, acquirers in the food industry saw a significantly higher first-day bump than the broader market (+2.2%). 5% 4% 4% 4% 3% 3% 2% 2% 1% 1% 0% (1%) (0%) (0%) (0%) (0%) (1%) (1%) (1%) (1%) (0%) (2%) (2%) (3%) (2%) (2%) (2%) (3%) (3%) (4%) (2%) 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Strategic Demand Provides Continued Support for Strong M&A Multiples (Average EV/EBITDA Multiples) Strategic acquirers were extremely active in the food and beverage industry in 2015, whether looking to add scale through consolidation and to add new on-trend, high-growth categories and platforms. This strategic demand resulted in strong valuations across the industry. Food 20.0x Beverage 18.0x 16.0x 14.0x 12.0x 10.0x 8.0x 6.0x 4.0x 2.0x 0.0x 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 William Blair 4 WILLIAM BLAIR FOOD AND BEVERAGE INVESTMENT BANKING Drawing on our deep sector expertise and the strength of our relationships, William Blair has built a leading food and beverage investment banking franchise. Business owners turn to us for outstanding execution for their M&A and capital-raising objectives. Recent transactions include: William Blair Senior Investment Banking Team Food and Beverage James Bertram Group Head, Consumer & Retail +1 312 364 5426 jbertram@williamblair.com Brent Smith Head of Consumer & Retail M&A +1 312 364 5392 bsmith@williamblair.com Food and Convenience Retail Timothy Carroll Managing Director +1 312 364 8532 tcarroll@williamblair.com Michael Siska Managing Director +1 312 364 5393 msiska@williamblair.com Europe Michael Collinson Managing Director +44 20 7868 4433 mcollinson@williamblair.com 5 Food for Thought Sector and Transaction Data SECTOR AND TRANSACTION DATA Noteworthy M&A Activity – LTM Food & Beverage Producer Transactions ($ in millions) Date Target (Unit Sold) / Announced Target Business Description 12/07/15 11/24/15 11/16/15 11/11/15 11/02/15 10/28/15 10/14/15 10/07/15 10/07/15 10/02/15 09/30/15 09/15/15 09/03/15 08/28/15 08/07/15 07/31/15 07/01/15 06/22/15 Enterprise Value / LTM Target Nation Buyer Keurig Green Mountain Producer and seller of coffeemakers and specialty coffee United States Acorn Holdings $14,194.0 3.14x 13.3x Ballast Point Brewing & Spirits Producer of alcoholic beverages United States Pinnacle Foods $975.0 1.90x 22.1x United States Constellation Brands $1,000.0 8.70x 2.70x - 12.5x Treehouse Foods $2,700.0 0.75x - $1,925.1 2.23x 17.9x - - Boulder Brands Provider of health and wellness food solutions MillerCoors Producer, seller, and distributor of beers United States ConAgra Foods (Private-Label Business) Manufacturer, distributor, and marketer of United States private-label food products Molson Coors Brewing Company $12,000.0 Diamond Foods Processer and distributor of snack products United States Snyder's-Lance Guinness Anchor Manufacturer of beer United Kingdom Malaysia Treasury Wine Estates $600.0 United Kingdom Anheuser-Busch InBev $117,405.8 Diageo (U.S. and U.K. Wine Operations) Producer of wine SABMiller Producer of beer and soft-drinks Iceland Foods Provider of frozen foods Marlow Foods Producer of meat and meat products Multi-Pro Enterprise Limited Distributor of instant noodle products United Kingdom United Kingdom Nigeria General Mills (Green Giant and Le Sueur Vegetable Businesses) United States Producer and seller of frozen and canned vegetables Olam International Supplier of food ingredients such as coffee, Singapore cocoa and cashew nuts Heineken Brait Monde Nissin Corp. Kellogg Company B&G Foods Mitsubishi Corp. Sales EBITDA $997.3 2.48x 14.5x $685.1 0.17x - $834.2 $900.0 5.19x 3.66x - 20.4x - $765.0 - 8.1x $9,501.5 0.73x 11.9x Wallaby Yogurt Manufacturer and distributor of organic yogurt United States The WhiteWave Foods Company $125.0 2.78x - Cargill Pork Producer and seller of pork United States SunOpta $450.0 1.50x 11.5x United States Swift Pork Co. $1,450.0 0.56x 6.8x United Kingdom JBS $1,500.0 - - Sunrise Growers Processer and supplier of fresh and frozen fruit products Moy Park Producer of poultry and convenience food products Note: Includes global change-of-control (unless otherwise indicated) transactions announced in the last twelve months Sources: Dealogic and Capital IQ 6 Enterprise Value SECTOR AND TRANSACTION DATA Food & Beverage Producer Transactions (cont’d) ($ in millions) Date Target (Unit Sold) / Announced Target Business Description 06/09/15 06/09/15 06/03/15 05/26/15 05/25/15 05/15/15 05/06/15 04/22/15 04/21/15 04/20/15 04/13/15 04/02/15 03/31/15 03/25/15 03/03/15 02/10/15 02/03/15 01/26/15 Target Nation Buyer Tnuva Food Industries Processer, marketer, and distributor of dairy Israel Bright Dairy & Food Co. Campofrio Food Group (37%) Manufacturer of meat products Spain Japan Beverage Holdings Provider of soft-drinks United States Hormel Foods Corporation Japan Marr (5%) Wholesaler and distributor of food and beverage products AK Gida Sanayi ve Ticaret Producer and seller of milk and related products China Huishan Dairy Holdings (8.9%) Producer of milk and dairy products Eaststarch (50%) Manufacturer of corn sweeteners and starches Iglo Foods Marketer and distributor of frozen food products in Europe Pivovarna Lasko Producer and seller of beer, malt, and bottled water Plukon Food Group (75%) Producer and marketer of poultry meat Picard Surgeles (49%) Retailer of frozen food Kraft Foods Group Manufacturer of consumer packaged food and beverage products CFI Co. (74.1%) Manufacturer of food and beverage products Remy Cointreau (5.1%) Producer and distributor of wines and spirits Sales EBITDA - - $550.0 5.50x - $775.0 - - Suntory Holdings $1,234.2 - - Italy Allianz $8,760.6 5.45x NMF Turkey Groupe Lactalis $1,015.8 1.34x 23.0x China Champ Harvest $3,814.3 5.87x 12.0x $516.9 - - $5,683.6 3.52x 17.7x $499.2 1.85x 11.7x $717.4 0.48x - $53,739.0 2.95x NMF The WhiteWave Foods Company Alfa Bulgaria Archer Daniels Midland Company United Kingdom Nomad Holdings Slovenia Heineken $956.8 - - Netherlands De Heus Group; EW Group United States H.J. Heinz Japan Asahi Group Holdings $1,822.6 - - France Stichting Pensioenfonds $4,160.9 3.89x NMF The J. M. Smucker Company $6,000.0 - - Post Holdings $1,151.7 - 7.9x France Big Heart Pet Brands Manufacturer, distributor, and marketer of United States pet food and pet snacks MOM Brands Producer and seller of cereal products in the United States Enterprise Value / LTM $1,443.5 Vega Canada Provider of plant-based nutrition products Applegate Farms Producer of natural and organic meat products Enterprise Value United States Aryzta Note: Includes global change-of-control (unless otherwise indicated) transactions announced in the last twelve months Sources: Dealogic and Capital IQ $989.0 - - William Blair 7 SECTOR AND TRANSACTION DATA Food & Convenience Retail Transactions ($ in millions) Date Target (Unit Sold) / Announced Target Business Description 11/11/15 11/04/15 10/27/15 10/05/15 09/08/15 09/07/15 07/15/15 06/24/15 06/15/15 05/15/15 04/21/15 04/21/15 03/10/15 01/28/15 Enterprise Value / LTM Buyer Roundy's Operator of a supermarket chain in the midwest United States The Kroger Co. $796.0 0.20x 14.7x Rite Aid Corporation Operator of retail stores United States CST Brands - - United States Walgreens Boots Alliance, Inc. $425.0 $17,047.5 0.61x 13.1x Japan FamilyMart $109.0 0.28x - $1,842.8 0.35x 13.8x 0.53x 16.3x Flash Foods Operator of convenience stores that sell groceries and other items Haggen (32 Stores and Related Assets) Operator of a chain of food retail stores Cocostore Corp. Operator of a chain of convenience stores Home Plus Co. Operator of hypermarkets Susser Holdings Corporation Operator of a chain of convenience stores Groupe Delhaize Operator of a chain of supermarkets SPAR Group Limited Operator of a chain of grocery stores Kiler Alisveris Hizmetleri Gida Sanayi ve Ticaret Anonim Sirketi Operator of a chain of supermarkets CFS Corp. Operator of supermarkets and drug stores China Resources Enterprise (Non-Beer Business) Operator of a chain of food retail stores Mandai Co. Operator of a chain of supermarkets Controladora Comercial Mexicana Operator of a chain of supermarkets United States South Korea United States Belgium Smart & Final Stores Temasek Holdings; MBK Partners Sunoco $68.0 $6,474.8 Sales EBITDA - 0.79x 9.1x $11,731.9 Turkey Carrefour Sabanci $316.6 0.82x NMF Japan Aeon Co. $279.1 0.28x 6.6x Hong Kong China Resources Co. $3,612.9 0.21x - Japan Seven & i Holdings $550.0 - - South Africa Mexico Oppenheimer Funds Organizacion Soriana $2,807.5 $2,676.0 0.47x - Koninklijke Ahold Note: Includes global change-of-control (unless otherwise indicated) transactions announced in the last twelve months Sources: Dealogic and Capital IQ 8 Enterprise Value Target Nation 1.38x 8.4x 16.1x SECTOR AND TRANSACTION DATA Selected Monthly M&A Activity – December Food & Beverage Producer Transactions ($ in millions) Date Target (Unit Sold) / Announced Target Business Description 12/31/15 12/31/15 12/31/15 12/29/15 12/29/15 12/29/15 12/29/15 12/25/15 12/24/15 12/24/15 12/23/15 12/23/15 12/23/15 12/23/15 12/22/15 12/22/15 12/22/15 12/22/15 Target Nation Buyer Shenzhen Kondarl Co. (16.2%) Manufacturer and distributor of food and beverage products China Kingkey Group Summit Teamtrade Manufacturer of biscuits United States Malaysia E & H Donuts Italy Undisclosed Acquirer Fredericksburg Donuts Manufacturer of donuts Casoni Fabbricazione Liquori Producer and marketer of alcoholic beverages Camperdown Dairy Company Manufacturer of dairy products El Noble Repulgue (21%) Producer and distributor of beef Haimarrow Food Service Co. Distributor of vegetables and related food products Heilongjiang Tianzhengliangyou Shipinjinkougufen Co. Manufacturer of flour and flour based products PT. Nissin Foods Indonesia Producer of instant noodles Perutnina Ptuj Provider of poultry and related food products Carolina Administracao e Participacoes Societarias Producer of yogurt and related dairy products $1,879.1 - - - - - $5.8 - - $8.0 - - $142.6 2.10x 24.2x $10.1 - - - - - KTB China Hunan Jinjian Cereals Industry Co. Indonesia Mitsubishi Corporation - - - Slovenia Slovenska Industrija Jekla - - - Brazil General Mills - - - Partners Group - - - $2,002.4 0.90x 10.4x $4.4 - - - - - - - - Casella Wines - - - Hain Celestial UK - - - Brickworks Ciderhouse Producer of cider and related beverage products Canada Orchard House Foods Producer of fresh fruit juices EBITDA South Korea Argentina Brazil McWilliam's Wines Group (Brand's Laira Winery Business) Producer of wine Sales Australian Dairy Farms Group Minerva (19.9%) Producer and distributor of raw meat Ceragri Negoce Wholesaler of cereals Enterprise Value / LTM Australia Hortigil Hortifruti Producer and distributor of fruit and other Brazil fresh produce West Food Company Producer and supplier of canned and frozen vegetable and fruit products Rex Industry Berhad Enterprise Value Vietnam France Australia United Kingdom Private Investor Saudi Agricultural & Livestock Investment Co. Techno - Agricultural Supplying Anheuser-Busch InBev Axereal Union De Cooperatives Agricoles Note: Includes global change-of-control (unless otherwise indicated) transactions announced in December 2015 Sources: Dealogic and Capital IQ - - - William Blair 9 SECTOR AND TRANSACTION DATA Food & Beverage Producer Transactions (cont’d) ($ in millions) Date Target (Unit Sold) / Announced Target Business Description 12/22/15 12/22/15 12/22/15 12/22/15 12/22/15 12/22/15 12/22/15 12/21/15 12/21/15 12/21/15 12/21/15 12/20/15 12/19/15 12/18/15 12/18/15 12/17/15 12/16/15 12/16/15 12/16/15 12/16/15 Target Nation Buyer Enterprise Value / LTM Sales EBITDA Joyous Foods Co. Manufacturer and distributor of noodles, pasta, and snack food products Japan Nisshin Seifun Group - - - Shanghai Zhong Jiang Spirit Limited (10%) Wholesaler of alcoholic beverages United States Anheuser-Busch InBev - - - China $24.1 - - Spider Grupa - - - Lithuania Coca-Cola HBC Lithuania - - - China Yamada Green Resources Limited $13.7 - - $126.5 - - $90.6 0.70x - Breckenridge Brewery Producer of beer Cedevita (Tea Business) Producer of tea Kuni Ham Co. Distributor of processed meat Neptuno Vandenys Producer and exporter of bottled mineral water Fujian Tianwang Foods (45%) Manufacturer of processed vegetable food products Camden Town Brewery Producer of beer Creamline Dairy Products (25%) Manufacturer and supplier of dairy products Tokachi Tachibana Co. (Confectionery Products Division) Producer and distributor of confectionery products Rugen Fisch Provider of seafood Triple Corona Producer of bottled tea J.P.'s Shellfish Processer and marketer of seafood products Pastai In Brianza Manufacturer of pasta Four Peaks Brewing Company Producer of beer Urban Fresh Foods Manufacturer of natural fruit snacks and cereals Hubers Landhendl Producer and processer of turkey meat Metzgerei Josef Hub Producer of meats Rutherford Wine Studios Manufacturer of wine Central Roast Inc. Producer and distributor of natural snack foods Croatia Japan United Kingdom Shaanxi Northwest New Technology Industry Co. Takizawa Ham Co. Anheuser-Busch InBev - - - India Godrej & Boyce Manufacturing Co. Japan Nampo Tsusho Co. - - - Germany Thai Union Group - - - United States Atlantic Aqua Farms - - - Italy Undisclosed Acquirer $5.8 0.27x - United Kingdom Lotus Bakeries - - - Austria Bell - - - United States E. & J. Gallo Winery - - - Colombia United States Austria Canada Postobon Anheuser-Busch Companies Coop Schweiz GreenSpace Brands Note: Includes global change-of-control (unless otherwise indicated) transactions announced in December 2015 Sources: Dealogic and Capital IQ 10 Enterprise Value - - - $12.1 - - - 1.31x - - - - SECTOR AND TRANSACTION DATA Food & Beverage Producer Transactions (cont’d) ($ in millions) Date Target (Unit Sold) / Announced Target Business Description 12/16/15 12/16/15 12/15/15 12/15/15 12/15/15 12/15/15 12/15/15 12/14/15 12/14/15 12/14/15 12/11/15 12/11/15 12/11/15 12/11/15 12/10/15 12/10/15 12/10/15 12/09/15 12/09/15 Target Nation Buyer Enterprise Value Enterprise Value / LTM Sales EBITDA Fonterra Brands (Australian Yogurt and Dairy Dessert Business) Australia Manufacturer of yogurt, desserts, and related food products Parmalat Australia - - - Goyes Agri-Food Investment Limited (40%) Manufacturer of frozen meat and processed meat products Austria Schlumberger - - - China Esperance Minerals $72.8 0.65x - Japan Kotobuki Spirits Co. - - - United States NGEN Partners - - - United States Private Investor - - - Russian Federation Undisclosed Acquirer $79.6 - - Wiberg; Sagema Manufacturer of food preparations and seasonings Austria Frutarom Industries $130.4 0.76x - GreenFood Wholesaler and distributor of fruits and vegetables United States Kahala Brands - - - Sweden Nordic Capital Svenska - - - Canada Maestro Capital $3.9 - - Czech Republic Orkla Foods Romania $191.1 0.96x - France IDIA Capital Investissement; Bpifrance Investissement - - - - - - $3,125.4 1.62x 24.8x - - - Mozart Distillerie Producer of alcoholic beverages Francais Co. Manufacturer of confectionery and bakery products Two Moms in the Raw Inc. (70%) Manufacturer of gluten free and raw food Wilderness Family Naturals Distributor and manufacturer of organic and natural foods Albion-2002 (33%) Wholesaler of alcoholic beverages Hunter Wild Germany Distributor and marketer of meat products Pinkberry Operator of a chain of frozen yogurt shops Supreme Sweets Manufacturer of bread and bakery products HAMÉ Manufacturer of chilled food products Freshness First Processer of fruits and vegetables Cafés Folliet (15%) Manufacturer of coffee Salad Signature Producer and seller of spreadable salads Premium Foods Brasil Manufacturer of food ingredients Lotte Confectionery Co. (7.8%) Producer of chewing gums, candies, chocolates and other snacks Australia Belgium Brazil South Korea Conrad Heiter Wurst- und Fleischwaren Germany Manufacturer of meat products Cedrob Organic Path Limited IK Investment Partners JBS Lotte Co. Metzgerei & Bistro Huber Note: Includes global change-of-control (unless otherwise indicated) transactions announced in December 2015 Sources: Dealogic and Capital IQ - $2.5 - - - - - - - William Blair 11 SECTOR AND TRANSACTION DATA Food & Beverage Producer Transactions (cont’d) ($ in millions) Date Target (Unit Sold) / Announced Target Business Description Target Nation Buyer 12/09/15 The John V. Heineman Co. Distributor of gourmet food products United States Paragon Wholesale Foods Corp. 12/08/15 Aquaterra Corp. Manufacturer of spring water Canada Cott Corporation 12/09/15 12/08/15 12/08/15 12/08/15 12/07/15 12/07/15 12/07/15 12/07/15 12/07/15 12/04/15 12/04/15 12/04/15 12/04/15 12/04/15 12/03/15 12/03/15 12/03/15 12/03/15 Uralbroyler Processer and seller of meat Jackson Fine Wines Wholesaler of wine Stone Wolf Vineyards Manufacturer and distributor of wine Barrel O'Fun Snack Foods Co. (Three Food Companies) Producer of snack food products Keurig Green Mountain Producer and seller of coffeemakers and specialty coffee Mastellone Hermanos Processer and distributor of dairy products Creative Gourmet Provider of frozen fruits Mt. Fuji Springs Inc. Manufacturer and wholesaler of bottled water Russian Federation United Kingdom United States United States - - - $46.1 - - - - - United States Acorn Holdings $14,194.0 3.14x 13.3x Argentina Arcor $434.7 0.31x 15.2x Australia Entyce Food Ingredients - - - Japan KDDI Corp. - - - Private Investor $525.2 0.41x 19.4x CEFC Investment (Europe); J&T Private Equity Group $109.4 - - $14.3 - - - - - $26.9 - - - - - - - - Centrale del Latte di Firenze Producer of milk and milk products Italy Czech Republic Luxembourg Nara Cellar Co. (80%) South Korea Wholesaler of wine and distilled beverages Slaney Foods International Processer and supplier of beef Ireland United Bakeries Producer of bread and bakery products Czech Republic Le Grand Lejon Manufacturer of canned and cured seafood France and fish United States Buzz Buddy Liquor Inc. Centrale del Latte di Torino & C. Moulins de Kleinbettingen Oakline ABP Food Group Gendreau Moulins De Kleinbettingen South Beach Spirits, Inc. Note: Includes global change-of-control (unless otherwise indicated) transactions announced in December 2015 Sources: Dealogic and Capital IQ 12 EBITDA - Canada Striped Pig Distillery Producer of alcoholic beverages Integrated Beverage Group Sales - Nixx Wine & Spirits Inc. Distributor of wine & spirits European United Bakeries Producer and supplier of flour and pastry products Farr Vintners Enterprise Value / LTM Shearer's Foods Maeil Dairies Co. (5.51%) South Korea Producer and distributor of dairy products Pivovary Lobkowicz Group Manufacturer and seller of alcoholic beverages Shiny Property Limited Enterprise Value - - - - - - - - - SECTOR AND TRANSACTION DATA Food & Beverage Producer Transactions (cont’d) ($ in millions) Date Target (Unit Sold) / Announced Target Business Description 12/03/15 12/02/15 12/01/15 12/01/15 12/01/15 12/01/15 12/01/15 Target Nation Buyer Tereos Internacional Producer and distributor of sugar, starch and sweeteners Brazil Tereos Participations Pennant Ingredients Provider of ingredients for bakery food products Brazil Laticinios Verde Campo Producer of yogurt and related dairy products Universal Meats (U.K.) Wholesaler of meat Sorwi Producer of meat and poultry products Daloon Producer and supplier of meat-free snacks TruSweets Manufacturer of organically-sweetened gummy candies and jelly beans Enterprise Value Enterprise Value / LTM Sales EBITDA $2,296.2 1.01x 16.2x Leao Alimentos e Bebidas - - - United States Puratos - - - United Kingdom BRF $51.1 0.26x - Denmark Izico Bocholt - - - Denmark United States Delika Food Group Wholesome Sweeteners Note: Includes global change-of-control (unless otherwise indicated) transactions announced in December 2015 Sources: Dealogic and Capital IQ - - - - - - Food & Convenience Retail Transactions ($ in millions) Date Target (Unit Sold) / Announced Target Business Description Enterprise Value Enterprise Value / LTM Target Nation Buyer 12/29/15 Super Cofix Operator of a chain of grocery stores Israel Private Investors $15.4 - - 12/15/15 Spinneys Qatar Operator of hypermarkets Qatar Al Meera Holding Company $30.0 - - 12/22/15 12/09/15 12/08/15 12/04/15 12/04/15 12/04/15 12/02/15 Billa Romania Grocery stores operator Kombi (9 Mix Food Stores) Operator of retail stores that sell groceries and other items Fresh & Easy (6 Stores) Operator of a chain of supermarkets Mega Retail (17 Supermarkets) Operator of supermarkets Fruit & Veg City Holdings Operator of a chain of food retailing stores Kishi Co. Operator of a chain of supermarkets Premium Inc. Operator of convenience stores Romania Carrefour Romania - Sales EBITDA - - Poland Stokrotka - - - United States Grocery Outlet Inc. - - - South Africa Actis - - - Israel Japan United States A.B.A.Victory; M. Yuchnanaf and Sons Watahan & Co. Jacksons Food Stores Note: Includes global change-of-control (unless otherwise indicated) transactions announced in December 2015 Sources: Dealogic and Capital IQ $24.9 $8.2 - 0.21x - - William Blair 13 SECTOR AND TRANSACTION DATA Historical M&A Trends in the Food and Food Retailing Industries Volume Trends U.S. Monthly Announced M&A Activity Food & Beverage Production Number of Deals 20 19 18 18 01/15 02/15 16 10 0 Food & Beverage Production Food Retail & Convenience 17 1 03/15 16 18 2 04/15 12 1 21 06/15 07/15 14 05/15 11 4 Food Retail & Convenience 21 18 3 16 3 19 08/15 17 5 09/15 14 2 21 19 17 10/15 13 3 17 11/15 15 6 12/15 15 6 2 U.S. Yearly Announced M&A Activity Number of Deals 300 200 181 100 0 Food & Beverage Production Food Retail & Convenience Total Deal Value Food & Beverage Production 166 232 223 170 Food Retail & Convenience 127 129 159 Total Deal Value 185 189 Deal Value ($ in billions) $150.0 220 194 $100.0 $50.0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 53 65 87 96 64 48 20 32 24 42 33 38 128 $13.5 101 $11.5 145 $29.1 127 $33.3 106 $93.3 79 $20.5 109 $39.0 127 $13.9 161 $36.0 147 161 $43.2 $59.9 $0.0 182 $120.9 Global Yearly Announced M&A Activity Number of Deals 1,500 1,000 973 1,049 Food & Beverage Production 1,325 1,311 1,193 Food Retail & Convenience 1,159 1,199 1,083 Total Deal Value 979 926 Deal Value ($ in billions) $400.0 1,112 932 $200.0 500 0 Food & Beverage Production Food Retail & Convenience Total Deal Value 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 174 179 197 221 269 211 230 177 165 158 140 138 799 $61.1 870 $97.8 996 $94.9 1104 $132.3 1042 $140.5 Note: Data represents announced transactions including U.S.-based targets only Sources: Dealogic and Capital IQ as of December 31, 2015 14 948 $72.0 969 $94.2 906 $125.4 814 $127.4 768 $109.7 792 $134.2 974 $310.0 $0.0 SECTOR AND TRANSACTION DATA Participant Trends Breakdown of Acquirers by Type Number of Deals Private 60.0% Public Private Equity Foreign 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% Private Public Private Equity Foreign 2003 46.8% 24.0% 11.0% 18.2% 2004 2005 2006 2007 2008 2009 2010 2011 44.1% 43.4% 51.9% 47.2% 50.0% 52.8% 49.5% 53.2% 9.2% 10.1% 13.8% 17.2% 13.1% 13.0% 13.2% 12.2% 27.7% 19.0% 28.0% 18.5% 19.6% 14.6% 21.6% 14.0% 20.3% 16.7% 17.4% 16.8% 18.1% 19.1% 15.6% 19.0% 2012 2013 2014 2015 56.0% 48.6% 47.2% 51.8% 7.2% 13.6% 12.5% 11.8% 19.5% 17.3% 25.8% 12.0% 21.6% 18.8% 20.5% 15.9% Breakdown of Sellers by Type Number of Deals Private 70.0% Public Private Equity Foreign 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% Private Public Private Equity Foreign 2003 30.1% 3.3% 17.1% 49.6% 2004 46.4% 6.4% 7.9% 39.3% 2005 2006 53.1% 50.5% 9.1% 12.4% 5.6% 32.2% 2.0% 35.1% 2007 57.2% 1.7% 8.1% 32.9% Note: Data represents announced transactions including U.S.-based targets only Sources: Dealogic and Capital IQ as of December 31, 2015 2008 46.3% 3.7% 8.0% 42.0% 2009 2010 53.0% 49.7% 8.5% 14.0% 5.1% 33.3% 6.1% 30.2% 2011 47.1% 4.8% 5.3% 42.8% 2012 53.4% 2.5% 8.1% 36.0% 2013 55.2% 4.9% 7.8% 32.1% 2014 53.4% 7.4% 8.0% 31.3% 2015 53.6% 8.6% 7.3% 30.5% William Blair 15 SECTOR AND TRANSACTION DATA Valuation Trends Average EBITDA Multiples for Food Transactions(1) EV/EBITDA Multiple Average EV/EBITDA Multiple 20.0x 18.0x 16.0x 14.0x 12.0x 10.0x 8.0x 6.0x 9.1x 8.4x 11.4x 9.9x 12.0x 10.4x Number of Disclosed Deals Number of Disclosed Deals 9.3x 8.2x 11.8x 40 13.2x 13.0x 13.0x 13.5x Number of Disclosed Deals 25 15 10 5 2.0x Average EV/ EBITDA Multiple 30 20 4.0x 0.0x 35 2003 2004 25 20 8.4x 9.1x 2005 2006 14 28 11.4x 9.9x 2007 12.0x 23 2008 2009 2010 20 14 11 10.4x 9.3x 8.2x 2011 11.8x 7 2012 13.2x 17 2013 13.0x 22 2014 13.0x 34 2015 0 13.5x 35 Average EBITDA Multiples for Beverage Transactions(2) EV/EBITDA Multiple 20.0x 18.0x 16.0x 14.0x 12.0x 10.0x 11.8x Average EV/EBITDA Multiple 14.1x 12.0x 13.5x 17.3x 13.4x Number of Disclosed Deals Number of Disclosed Deals 11.7x 10.9x 8.0x 9.8x 20 13.6x 14.5x 11.8x 13.8x 4 2 2003 11.8x 9 2004 14.1x 16 2005 12.0x 12 2006 13.5x 15 2007 13.4x 5 2008 17.3x 4 (1) Excludes Food & Convenience retail transactions (2) Includes alcoholic and nonalcoholic beverages Note: Data represents global transactions announced in the respective sectors Note: Transactions with multiples that are not meaningful are categorized as undisclosed Sources: Dealogic and William Blair as of December 31, 2015 16 12 6 2.0x Number of Disclosed Deals 14 8 4.0x Average EV/ EBITDA Multiple 16 10 6.0x 0.0x 18 2009 11.7x 9 2010 2011 1 3 10.9x 9.8x 2012 13.6x 6 2013 14.5x 4 2014 11.8x 13 2015 13.8x 19 0 SECTOR AND TRANSACTION DATA Public Company Trading Statistics Food Production Companies ($ in millions) Company Nestlé Unilever The Kraft Heinz Company Mondelez International Danone Associated British Foods General Mills Kellogg Company Tyson Foods Hormel Foods Corporation The Hershey Company ConAgra Foods Campbell Soup Company The J. M. Smucker Company Grupo Bimbo McCormick & Company George Weston Saputo JBS Pilgrim's Pride Corporation Flowers Foods ARYZTA The Hain Celestial Group Post Holdings Treehouse Foods Lancaster Colony Corporation Snyder's-Lance Cal-Maine Foods J&J Snack Foods Corp. Fresh Del Monte Produce B&G Foods Tootsie Roll Industries Sanderson Farms Dean Foods Company Lotus Bakeries Diamond Foods % Change Market Cap MTD Forward YTD P/E TEV/LTM Enterprise Value Sales PEG EBITDA $237,451.3 0.2% 1.4% 20.8x 451.5% $258,508.2 2.65x 13.9x $88,291.0 (1.3%) NA 22.5x 265.0% $117,652.0 8.40x 37.3x $41,465.8 (3.5%) $34,212.3 (0.2%) $122,614.3 $71,258.3 $38,849.0 $25,612.3 $21,108.4 $20,895.2 $19,353.1 $18,251.5 $16,292.1 $14,760.7 1.2% 5.4% 2.7% 23.4% (7.7%) 0.3% 5.1% 6.7% 5.6% 2.6% 8.1% 10.4% 33.0% 51.8% 3.4% (14.1%) 0.6% 19.4% 3.0% 1.8% 16.2% 22.1% $12,543.9 (3.5%) (3.3%) $9,857.4 (6.0%) (11.1%) (2.1%) (26.0%) $10,965.2 $9,368.5 $8,906.7 $5,629.0 $4,559.3 $4,521.2 (0.4%) (2.7%) 2.6% (8.6%) 15.2% (20.9%) (32.6%) (8.3%) (7.5%) 12.3% (11.1%) $1,994.6 (1.4%) $2,030.3 $1,749.3 0.0% (7.3%) 3.6% 19.8x 18.2x 19.8x 20.0x 25.6x 191.4% 352.4% 233.5% 272.9% 330.3% 258.7% 56.9% 24.2x 292.7% 19.0x 190.0% 14.9x 8.4x 9.4x 148.7% NA NA 211.1% (9.3%) $2,031.7 30.0x 245.8% 22.5x (0.7%) $2,180.1 16.3x 237.2% 117.4% $3,159.7 (15.0%) 19.2x 337.1% 17.4x 47.3% $2,247.3 18.6x 220.9% (30.7%) (11.2%) $2,428.6 32.7x 202.5% 186.7% $3,830.5 $3,381.2 19.1x 19.9x (34.2%) (5.4%) 21.8x 198.8% 12.0% 8.3% $4,158.6 19.9x 23.3% 18.7% 11.3x 45.4x 27.2x 25.7x 5.4x 38.5% 529.6% 247.4% 171.0% NA 7.3% 29.5x 327.3% 17.1% 18.7x NA 15.9% 6.2% (7.7%) 14.1x NA 7.8x 281.7% NA NA $136,453.4 $85,694.3 $50,857.0 $39,479.8 $43,571.6 $33,272.3 $27,158.4 $20,986.2 $21,826.3 $26,060.8 $20,137.1 $20,486.2 $16,745.1 $12,362.4 $24,667.8 $10,663.2 $19,792.8 $6,241.7 $5,447.7 $6,457.7 $4,899.5 $7,653.3 $4,674.1 $2,960.3 $2,826.5 $1,858.0 $2,047.9 $2,244.1 $2,963.3 $1,879.0 $1,562.6 2.76x 2.07x 2.00x 2.52x 2.39x 0.66x 12.9x 17.7x 12.8x 17.4x 12.6x 20.6x 8.8x 2.27x 17.2x 1.65x 12.2x 2.92x 2.51x 2.96x 1.35x 2.90x 0.67x 12.8x 13.6x 14.4x 11.7x 18.0x 9.8x 1.34x 13.6x 0.75x 4.4x 0.52x 6.1x 1.43x 12.3x 1.79x 14.1x 1.53x 1.65x 1.44x 2.60x 1.67x 0.93x 16.8x 12.9x 12.7x 16.0x 15.3x 3.3x 2.10x 13.8x 3.44x 15.6x 0.56x 3.8x 0.56x 3.49x 17.7x (8.6%) (11.5%) 16.5x 223.8% Mean $1,215.7 (2.0%) 7.3% $24,403.2 1.88x 14.0x 7.7% 33.3x 256.7% (1.3%) 36.6% 22.0x Median (4.8%) 19.8x 237.2% $6,241.7 1.67x 13.6x 12.1% 68.3% 27.1x 271.4% 302.6% $1,540.5 $1,860.5 0.28x 8.7x $1,566.8 $1,502.1 $2,343.8 2.39x 3.68x 2.21x 6.5x 19.1x 17.0x Note: Data as of December 31, 2015 Sources: FactSet Research Systems, Bloomberg, and Capital IQ; data is sometimes based on reported results and includes estimates William Blair 17 SECTOR AND TRANSACTION DATA Food Ingredients Companies ($ in millions) % Change Company Market Cap Givaudan $16,773.0 0.8% $9,601.1 (0.3%) Kerry Group International Flavors & Fragrances Symrise Barry Callebaut Frutarom Industries Sensient Technologies Corporation T. Hasegawa Co. Takasago International Corporation $14,577.0 $8,646.7 $6,001.9 $3,149.9 MTD P/E 196.2% $17,818.5 3.79x 18.2x 18.0% 21.0x 299.8% $10,524.5 3.44x 15.6x (1.6%) 9.8% 73.4% 2.3% (8.1%) $479.8 0.3% 22.5x 24.5x 6.5% 10.1% (6.0%) EBITDA 23.5x 20.0% 5.2% TEV/LTM Enterprise Sales Value PEG 0.9% 2.7% $2,840.8 $553.1 Forward YTD 21.8x 27.0x 4.1% $16,164.5 184.6% $9,998.3 99.3% $7,797.8 NA 17.4x 182.8% 59.5x NA 19.0x 6.3% 199.2% $3,445.1 $3,446.2 NA $381.8 $829.2 2.46x 3.49x 1.21x 4.06x 2.50x 0.97x 0.72x 19.3x 16.5x 14.8x 22.1x 13.1x 6.1x 10.0x Mean 1.5% 14.5% 26.2x 193.7% $7,822.9 2.52x 15.1x Median 0.8% 6.5% 22.5x 190.4% $7,797.8 2.50x 15.6x Note: Data as of December 31, 2015 Sources: FactSet Research Systems, Bloomberg, and Capital IQ; data is sometimes based on reported results and includes estimates Beverage Production Companies ($ in millions) Company % Change Market Cap MTD Forward YTD P/E Anheuser-Busch InBev $199,652.8 (3.6%) Pepsico $145,568.5 (0.2%) $68,866.1 (4.8%) (5.0%) 1.6% 45.1% The Coca-Cola Company SABMiller Diageo Monster Beverage Corporation Constellation Brands Brown-Forman Corporation Dr Pepper Snapple Group Molson Coors Brewing Company Keurig Green Mountain Coca-Cola Enterprises The WhiteWave Foods Company Boston Beer Co. National Beverage Corp. Coca-Cola Bottling Co. Cott Corporation Farmer Brothers Co. Lifeway Foods Jones Soda Co. $186,832.4 $96,686.7 $30,197.5 $28,031.2 $20,905.2 $17,604.7 $17,336.2 $13,423.0 0.8% (1.1%) (3.7%) (3.2%) 3.8% 2.1% TEV/LTM Enterprise Value Sales PEG 22.9x 182.6% $244,489.8 5.45x 14.2x 5.7% 20.3x 247.5% $167,055.5 2.59x 13.8x 1.8% 14.6% 37.5% 13.0% 30.0% 26.0% 71.7% (32.0%) (4.2%) 11.2% 24.5x 19.1x 37.4x 25.4x 26.6x 246.0% 192.4% 186.2% 267.0% 190.3% NA 21.9x 297.0% 26.2x 144.9% 23.7x $2,608.0 (5.5%) (30.3%) $1,695.9 (5.8%) 107.3% 26.1x $525.0 10.4% 9.6% 38.0x 189.9% $15.8 (4.4%) NA $1,203.7 $181.0 Mean Median 4.6% 4.6% 100.9% 58.8% 17.7x 308.6% (2.1%) $2,109.9 11.4% 20.3x $11,175.1 $6,856.0 28.1x 24.1x NA 30.4x 160.6% NA NA NA NA 204.0% $86,342.1 7.02x 5.08x 10.22x $22,492.2 7.25x $35,242.0 $20,036.7 $19,967.1 $13,819.8 $14,984.1 $9,059.5 $2,473.8 $2,029.3 $2,339.9 $2,848.6 $484.5 25.9x 215.3% $49,561.4 (0.7%) 11.3% 25.0x 194.7% $17,475.6 NA 4.67x $27,412.0 19.2% Note: Data as of December 31, 2015 Sources: FactSet Research Systems, Bloomberg, and Capital IQ; data is sometimes based on reported results and includes estimates 18 $109,236.7 (40.1%) 9.3% 32.6x 196.9% $210,717.4 0.9% 3.1% EBITDA 9.4% $181.1 $15.7 5.63x 3.21x 5.40x 3.06x 2.05x 2.42x 2.57x 3.02x 1.10x 1.02x 17.0x 23.4x 16.3x 28.6x 18.0x 20.4x 13.9x 29.7x 13.0x 12.2x 20.7x 12.1x 21.8x 14.2x 9.1x 0.89x 12.3x 5.45x 1.17x 17.3x 5.45x 15.3x 1.52x NMF NMF SECTOR AND TRANSACTION DATA Food Retail Companies ($ in millions) Company The Kroger Co. Whole Foods Market Sprouts Farmers Market United Natural Foods SUPERVALU Smart & Final Stores Weis Markets The Fresh Market Ingles Markets SpartanNash Company Natural Grocers by Vitamin Cottage Village Super Market Fairway Group Holdings Corp. % Change Market Cap $40,772.7 $11,432.5 MTD Forward YTD 11.1% P/E 30.3% 19.6x (21.7%) 27.4x 14.9% (33.6%) $1,980.6 (10.4%) (49.1%) $1,342.8 3.6% $4,084.0 $1,802.9 $1,191.6 $1,100.6 10.2% 9.2x NA $4,243.3 1.25x 15.1x NA (2.3%) (43.2%) 14.1x 0.1% (17.2%) 10.3x 6.9% (2.1%) $29.1 (20.7%) Median 0.48x 22.4x $458.3 Mean $51,731.7 110.1% 15.8% 0.9% 1.7% (30.1%) 8.2x (7.4%) (27.7%) (3.7%) $4,276.9 $1,814.0 $1,088.1 70.9% 127.4% 26.9x 101.7% NMF $2,467.9 NA 14.4x NA (79.0%) $11,105.5 NA NA 18.8% EBITDA 218.1% 89.1% (19.1%) $372.7 19.8x 13.6x $893.1 $813.6 TEV/LTM Enterprise Sales Value PEG $1,095.7 $1,780.9 103.0% $1,352.9 $483.0 NA $362.4 NA $256.6 0.72x 0.30x 0.24x 7.9x 8.1x 5.3x 0.48x 11.1x 0.60x 5.7x 0.38x 0.47x 0.17x 0.77x 0.23x 0.33x (0.4%) (19.1%) 17.7x 117.2% $6,312.2 0.49x 0.9% (21.7%) 17.0x 103.0% $1,780.9 0.47x 7.0x 7.4x 6.1x 9.7x 5.4x 16.6x 8.8x 7.9x Note: Data as of December 31, 2015 Sources: FactSet Research Systems, Bloomberg, and Capital IQ; data is sometimes based on reported results and includes estimates Convenience Store Companies ($ in millions) Company Alimentation Couche-Tard Casey's General Stores % Change Market Cap $24,986.5 $4,698.3 MTD Forward YTD (3.9%) 3.6% P/E 4.4% 33.4% TEV/LTM Enterprise Sales Value PEG 20.0x 24.1x NA 216.8% $26,961.7 $5,478.7 0.79x 0.80x EBITDA 14.5x 10.9x Mean (0.2%) 18.9% 22.1x 216.8% $16,220.2 0.80x 12.7x Median (0.2%) 18.9% 22.1x 216.8% $16,220.2 0.80x 12.7x Note: Data as of December 31, 2015 Sources: FactSet Research Systems, Bloomberg, and Capital IQ; data is sometimes based on reported results and includes estimates William Blair 19 SECTOR AND TRANSACTION DATA Same-Store Growth – Food & Convenience Retail Grocery Stores & Supermarkets Natural Grocers by Vitamin Cottage 6.2% The Kroger(1) 5.4% Smart & Final Stores 4.8% Weis Markets 3.9% Sprouts Farmers Market Publix Super Markets 5.8% 4.2% Ingles Markets 3.1% Village Super Market 2.2% Whole Foods Market (0.2%) SUPERVALU (3.3%) SpartanNash The Fresh Market Fairway Group Holdings Grocery Stores & Supermarkets Casey's General Stores Alimentation Couche-Tard (3.0%) (3.7%) (4.8%) 8.1% 5.2% (1) Excludes fuel sales Note: Bolded companies reflect recently announced same-store sales data (announced in December 2015) Note: Data represents growth in the most recent reported fiscal quarter over the year-ago period Sources: Company filings and Capital IQ as of December 31, 2015 20 SECTOR AND TRANSACTION DATA U.S. Public Equity Financing Summary – LTM IPOs ($ in millions) Initial Filing Date 06/25/15 Offer Date At Filing 04/02/15 Shares/ ADS Exc. Ovl. Filing Range Ticker Issuer 08/04/15 BETR 06/04/15 DTEA At Pricing Amplify Snack Brands 15.0 DAVIDsTEA Inc. 5.1 $14.00 - $16.00 $17.00 - $18.00 Pricing & Performance - % Change Offer/ Deal Value at Shares/ ADS Midpoint Inc. Ovl. 225.0 17.3 89.3 5.9 Offer Price $18.00 $19.00 Deal Value Market Value $270.0 $96.9 Relative to Range 1 Day 1 Month 3 Months Current $1,350.0 Above (12.8%) (10.0%) (27.9%) (36.0%) 19.4% 11.6% (31.1%) Mean 51.6% (31.7%) (29.5%) (35.4%) Median 19.4% (10.0%) (29.5%) (35.4%) $440.0 Above (34.8%) Follow-ons ($ in millions) Pricing Date Ticker Pricing Performance - % Change Last Trade Before % Shares Offered Shares / ADS Offered Offer Price Deal Value (mm) Offer/ Current 11/23/15 SJM The J. M. Smucker Company Manufacturer and seller of branded food products 3.9 $121.00 $467.3 0% 100% 1.1% 1.1% 1.9% 08/12/15 POST Post Holdings Manufacturer and marketer of convenience food products 5.9 $60.00 $351.0 100% 0% (3.2%) 4.4% 2.8% $130.4 100% 0% 3.8% 0% 09/21/15 SJM 07/09/15 SJM 05/27/15 BCB 05/19/15 RNDY 05/04/15 PF 04/29/15 BGS 04/14/15 SFS 03/09/15 PF 03/04/15 SFM 01/28/15 POST The J. M. Smucker Company The J. M. Smucker Company Cott Corporation Roundy's Pinnacle Foods B&G Foods Smart & Final Stores Pinnacle Foods Sprouts Farmers Market Post Holdings Manufacturer and seller of branded food products 8.3 $114.00 $943.6 4.9 $103.82 $511.0 100% 3.5 $3.50 $12.3 0% 100% $128.5 100% 0% $531.0 0% 14.1 Manufacturer and marketer of convenience food products 5.0 $40.91 $204.6 Retailer and distributor of food and beverage products 10.0 $18.50 $185.0 Specialty retailer of natural and organic food 15.8 Operator of a supermarket chain in the midwest Manufacturer and distributor of consumer food products Manufacturer and marketer of convenience food products Manufacturer and marketer of convenience food products 4.2 14.3 6.5 $30.60 $37.07 $35.30 $47.50 100% 0% Producer and seller of beverages and related products $9.25 0% Secondary Offer/ Offer Business Description Manufacturer and seller of branded food products Primary Filing/ Offer Issuer $559.4 $308.8 2.3% 2.3% 8.2% 4.5% 4.5% 18.8% 36.0% 28.3% 0.0% 3.7% 18.7% 3.8% 100% (1.1%) (1.1%) 0% 100% (4.1%) (3.4%) (1.6%) 0% 100% (0.4%) (0.4%) (24.7%) 100% 100% Mean Median 0% 3.8% (0.7%) 4.1% (0.7%) 14.4% 14.5% 2.4% 3.8% 29.9% 0.4% 2.4% 6.0% (12.8%) 2.6% 7.2% Sources: Dealogic and FactSet Research Systems Note: LTM as of December 31, 2015 William Blair 21 SECTOR AND TRANSACTION DATA General Market Update Percentage Change As of 12/31/15 Month-to-Date Year-to-Date Equity Market Indices Dow Jones Industrial Average Nasdaq Composite S&P Food Products Index (2.2%) 2,043.94 (1.8%) (0.7%) 3.5% (3.3%) 543.51 S&P Food & Staples Retail Index WB Corporate Finance (1.7%) 5,007.41 S&P 500 S&P Restaurants Index 17,425.03 (2.0%) 3.1% 372.00 988.96 Indices(1) Food Index Ingredients Index Beverage Index Food Retail Index (2.8%) 4,499.06 (0.7%) 950.72 Convenience Store Index 34,397.18 Dollar to Canadian Dollar $1.39 Currencies Dollar to Euro 9.6% (0.7%) 4.3% 19.9% 4.0% 17.2% Commodities(2) 2.1% Coffee Beans (Cents and 1/100 of a Cent Up to 2 Decimal Places) $1.27 Milk (Cents per 2,000 lbs.) $0.14 Corn (Cents per Bushel) (14.8%) $37.04 (11.1%) (30.5%) $0.15 2.1% 5.0% Soybean Oil (Cents per Bushel) $0.31 As of 12/31/15 52-Week Low INTEREST RATES 10-Year Treasury 2.3% 1.7% 3-Month LIBOR 0.6% 0.3% 30-Year Treasury Fed Funds Effective Rate Prime Rate $4.70 Yield (%) 52-Week Range 3.0% 0.4% 3.5% 2.3% 0.1% 3.3% 5.8% (7.3%) $3,211.00 Wheat (Cents per Bushel) 11.4% (23.9%) Cocoa (Dollars per Metric Ton) World Sugar (Cents and 1/100 of a Cent up to 2 Decimal Places) 31.4% 5.9% $3.59 Oil (Dollars per Barrel) 7.4% 1.6% $0.68 $17.27 5.7% 12.6% (2.8%) Dollar to Pound 17.8% (1.4%) $0.92 Dollar to Peso 9.8% 0.1% 894.8 1092.13 5.7% (3.6%) (9.6%) (3.8%) 10.3% 4.5% (4.3%) (1.2%) (20.3%) 52-Week High Latest 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 2.5% 3.2% 0.6% 0.4% 3.5% (1) WB Corporate Finance indices are determined by FactSet Research Systems, as of December 31, 2015. Data is based on a weighted average by market capitalization calculation. (2) Commodities represent futures prices Source: FactSet Research Systems as of December 31, 2015 WB Corporate Finance Food Index includes: ARYZTA, Associated British Foods, B&G Foods, Bridgford Foods, Calavo Growers, Cal-Maine Foods, Campbell Soup, Chiquita Brands International, ConAgra Foods, Danone, Dean Foods, Diamond Foods, Dole Food Company, Flowers Foods, Fresh Del Monte Produce, General Mills, George Weston Limited, Golden Enterprises, Grupo Bimbo, Hormel Foods, Inventure Foods, J&J Snack Foods, JBS, John B Sanfilippo & Son, Kellogg Company, Kraft Foods, Lancaster Colony Corporation, McCormick & Co., Nestlé, Overhill Farms, Pilgrim’s Corp., Post Holdings, Sanderson Farms, Saputo, Seneca Foods, Nestlé, Ralcorp Holdings, Reddy Ice Holdings, Sanderson Farms, Saputo, Sara Lee, Seneca Foods, Smart Balance, Smithfield Foods, Snyder’s-Lance, The Hain Celestial Group, The Hershey Company, The J. M. Smucker Company, Tootsie Roll Industries, Treehouse Foods, Tyson Foods, Unilever WB Corporate Finance Beverage Index includes: Anheuser-Busch InBev, Boston Beer Co., Brown-Forman Corporation, Coca-Cola Bottling Co. Consolidated, Coca-Cola Enterprises, Constellation Brands, Cott Corporation, Diageo, Dr Pepper Snapple Group, Farmer Brothers Co., Green Mountain Coffee Roasters, Jones Soda Co., Lifeway Foods, Molson Coors Brewing Company, Monster Beverage Corporation, National Beverage, PepsiCo, SABMiller, The Coca-Cola Company WB Corporate Finance Ingredients Index includes: Barry Callebaut, Frutarom Industries, Givaudan, International Flavors & Fragrances, Kerry Group, Sensient Technologies Corporation, Symrise, T. Hasegawa Co., Takasago International WB Corporate Finance Food Retail Index includes: Arden Group (Gelson’s), Fairway Group Holdings, Harris Teeter Supermarkets, Ingles Markets, Nash Finch, Roundy’s, Safeway, Smart & Final Stores, Spartan Stores, SUPERVALU, The Fresh Market, The Kroger Co., United Natural Foods, Village Super Market, Vitamin Cottage Natural Food Markets, Weis Markets, Whole Foods Market WB Corporate Finance Convenience Store Index includes: Alimentation Couche-Tard, Casey’s General Stores, Pantry 22 SECTOR AND TRANSACTION DATA William Blair Consumer & Retail Coverage Sharon Zackfia, CFA Apparel and Accessories, Leisure, Restaurants +1 312 364 5386 Jon Andersen, CFA Consumer Products +1 312 364 8697 Company Ticker Company Ticker BJ’s Restaurants BJRI Amplify Snack Brands BETR CarMax KMX Church & Dwight CHD Bloomin’ Brands Bojangles’ Carnival Corporation Cheesecake Factory (The) Chipotle Mexican Grill Dave & Buster’s Entertainment DAVIDsTEA Dunkin’ Brands Group El Pollo Loco Holdings Harley-Davidson Lululemon Athletica Panera Bread Company Papa Murphy’s Holdings Planet Fitness Potbelly Royal Caribbean Cruises Shake Shack Sonic Corp. Starbucks Corporation Tilly’s Under Armour Zoe’s Kitchen Zumiez Daniel Hofkin, Analyst Hardlines, Specialty Retail BLMN BOJA CCL CAKE CMG PLAY DTEA DNKN LOCO HOG LULU PNRA FRSH PLNT PBPB RCL SHAK SONC SBUX TLYS UA ZOES ZUMZ +1 312 364 8965 AptarGroup B&G Foods Colgate-Palmolive Company Fox Factory Holding Corp. Freshpet The Hain Celestial Group Inventure Foods J&J Snack Foods J.M. Smucker Company (The) Jarden Corporation Kellogg Company Keurig Green Mountain Mead Johnson Nutrition Company Perrigo Company Prestige Brands Holdings Procter & Gamble Company (The) Scotts Miracle-Gro Company (The) SodaStream International SunOpta TreeHouse Foods WhiteWave Foods Company (The) Amy Noblin, Analyst Apparel and Accessories ATR BGS CL FOXF FRPT HAIN SNAK JJSF SJM JAH K GMCR MJN PRGO PBH PG SMG SODA STKL THS WWAV +1 415 248 2874 Advance Auto Parts AAP Abercrombie & Fitch ANF Luxottica Group LUX Duluth Holdings DLTH AutoZone Bed Bath & Beyond Mattress Firm Holding Corp. O’Reilly Automotive Party City Holdco Regis Corporation Restoration Hardware Holdings Ross Stores Sportsman’s Warehouse Holdings Tempur Sealy International TJX Companies (The) Ulta Salon, Cosmetics & Fragrance Williams-Sonoma AZO BBBY MFRM ORLY PRTY RGS RH ROST SPWH TPX TJX ULTA Coach DSW Francesca’s Holdings Michael Kors Holdings Nordstrom Tiffany & Co. Tumi Holdings Urban Outfitters Vera Bradley Vince Holding Corp. COH DSW FRAN KORS JWN TIF TUMI URBN VRA VNCE WSM William Blair 23 Disclosure “William Blair” is a trade name for William Blair & Company, L.L.C., William Blair Investment Management, LLC and William Blair International, Ltd. William Blair & Company, L.L.C. and William Blair Investment Management, LLC are each a Delaware company and regulated by the Securities and Exchange Commission. William Blair & Company, L.L.C. is also regulated by The Financial Industry Regulatory Authority and other principal exchanges. 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About William Blair Investment Banking William Blair’s investment banking group combines significant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and financing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth financing, financial restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. From 2011-2015, the investment banking group completed more than 350 merger-andacquisition transactions worth $95 billion in value, involving parties in 26 countries and four continents, was an underwriter on more than 20% of all U.S. initial public offerings, and raised more than $120 billion in public and private financing.