May 2015

Food for Thought

Overview, Analysis, and Trends in the Food and Food Retailing Industries William Blair

Table of Contents

Case Study: Smucker’s $6 Billion Acquisition of Big Heart Pet Brands ...... 1 Selected Monthly M&A Activity – April...... 3 Noteworthy M&A Activity – LTM ...... 8 Historical M&A Trends in the Food and Food Retailing Industries ...... 11 Volume Trends ...... 11 Participant Trends ...... 12 Valuation Trends ...... 13 Public Company Trading Statistics ...... 14 Food Production Companies ...... 14 Food Ingredients Companies ...... 15 Beverage Production Companies ...... 15 Food Retail Companies ...... 16 Convenience Store Companies ...... 16 Same-Store Growth – Food & Convenience Retail ...... 17 U.S. Public Equity Financing Summary – LTM ...... 18 IPOs ...... 18 Follow-Ons ...... 18 Selected Upcoming Industry Events ...... 19 General Market Update...... 21 Domestic M&A Market Summary ...... 22 U.S. Activity Trends ...... 22 U.S. Valuation Trends ...... 23 U.S. Equity Capital Markets Summary ...... 24 Debt Capital Markets Summary ...... 25 William Blair Food & Beverage and Food Convenience & Retail Investment Banking ...... 26 Recent William Blair Consumer & Retail Transactions ...... 28 William Blair Consumer & Retail Coverage ...... 29 Notes ...... 30 Disclosures ...... 31

Food For Thought Table of Contents

William Blair

Case Study: Smucker’s $6 Billion Acquisition of Big Heart Pet Brands

As shoppers increasingly open up their wallets for their pets, acquiring Big Heart gives Smucker a strong presence in a fast-growing, center-of-the-store category. $6,000,000,000

Over the past two decades, The J.M. Smucker Company has executed on its strategy of owning leading center-of-the-store brands in North America by acquiring the Jif and Crisco brands in 2002, International has acquired Multifoods in 2004, and Folgers Coffee in 2008. For the next stage of Smucker’s growth, the company has Big Heart Pet Brands gone to the dogs—and cats. In February, Smucker announced that it was acquiring Big Heart Pet Brands for $6 billion. With brands such March 2015 as Meow Mix®, Milk-Bone®, and Natural Balance® and $2.3 billion of sales, Big Heart ranks No. 1 in pet snacks, No. 2 in cat food, and No. 3 in dog food. The acquisition, which is the 10th transaction that William Blair & Company has completed for Smucker since 2001, immediately establishes Smucker as a leading player in one of the fastest- growing center-of-the-store categories in the consumer packaged goods industry.

Dogged Growth for Pet Food Industry With total U.S. sales of $22 billion in 2013 and a CAGR of 3.6% from Smucker's Projected Post-Merger Sales 2008 to 2013, pet food is one of the fastest-growing CPG categories, according to Euromonitor(1). In particular, the $3 billion dog snacks market (for which Big Heart ranks #1), is growing over 6% annually. In addition to the overall size and growth of the market, pet food sales have proven to be surprisingly resilient during the past two Coffee 32% recessions. 38% Pet Food The acquisition of Big Heart has added pet food as a third platform for growth for Smucker’s portfolio. With the addition of the Big Heart brands, pet food is projected to account for approximately 30% of Peanut Butter, Fruit Spreads, and Other Products Smucker’s total sales. 30%

Humanization of Pets Drives Premium Prices Smucker is committed to “helping to bring families together to share The acquisition of Big Heart Pet Brands and its memorable meals and moments.” Increasingly in the United States, the projected $2.3 billion in sales gives Smucker a strong definition of “family” includes a dog, cat, or other pet. A 2014 survey presence in a fast-growing category and a third by Packaged Facts found that 83% of pet owners either strongly agree platform for growth. or somewhat agree with the statement, “I consider my pet(s) to be part of the family.”(2) Percentage of pet owners who consider The “humanization” of pets is reflected in pet owners’ growing concern 83% their pet to be “part of the family” over the quality of what they feed their pets. The trends of natural ingredients, premium packaging, and foods that provide specific health Percentage of dog and cat food sales benefits are shaping shoppers’ purchasing decisions—both for human 42% represented by “premium” products food and pet food. This shift toward natural, organic, and other types of premium pet foods is strengthening the margin profiles of pet food manufactures. The emotional attachment to trusted brands and 14.6% Projected CAGR from 2014 to 2019 of innovation has also led to modest and declining private label “natural” pet food sales in the United penetration in the category, much lower than traditional human food States categories. Sources: Packaged Facts, “Pet Food in the U.S.” September 2014 and “November 2014 Pet Owner Survey” and Petfood Industry magazine.

(1) Freshpet Inc., Form S-1. Filed with the SEC on September 12, 2014. (2) “Pet humanization and product premiumization.” Petfood Industry magazine, January 10, 2015.

Food For Thought Case Study: Smucker’s $6 Billion Acquisition of Big Heart Pet Brands 1

William Blair

About the Transaction Through the $6 billion acquisition, Big Heart shareholders received 17.9 million shares of Smucker common stock and $1.3 billion in cash. Smucker also assumed $2.6 billion of debt from Big Heart. The significant use of stock to complete the acquisition allowed Smucker to maintain its investment-grade credit rating. Smucker expects the acquisition to generate $200 million of annual synergies over the first three years. Before the acquisition, Big Heart was owned by a consortium of investors led by funds affiliated with KKR & Co., Vestar Capital Partners, Centerview Capital, and AlpInvest Partners. Big Heart changed its name from Del Monte Corporation following the sale of its fruit, vegetable and other consumer foods portfolio in February 2014. Del Monte Corporation was taken private in 2011. Since 2001, William Blair has completed 10 transactions for Smucker across debt capital and sell- and buy-side M&A advisory services. Over the span, Smucker’s market capitalization has increased from $670 million to more than $14 billion (as of April 27, 2015). In addition to the Big Heart acquisition, William Blair has advised Smucker on its most transformative transactions including the $731 million acquisition of the Jif and Crisco brands from Procter & Gamble in 2002, the $840 million acquisition of International Multifoods in 2004, and the $3.3 billion merger with P&G’s Folgers Coffee subsidiary in 2008. Smucker is a proud example of William Blair’s commitment to developing and maintaining long term client relationships.

Food For Thought 2 Case Study: Smucker’s $6 Billion Acquisition of Big Heart Pet Brands

William Blair

Selected Monthly M&A Activity – April

Food & Beverage Producer Transactions

($ in millions)

Date Target (Unit Sold)/ Target Enterprise Enterprise Value/LTM Announced Target Business Description Nation Buyer Value Sales EBITDA 04/30/15 Insight Beverages United States Kerry Group - - - Manufacturer of beverage products

04/29/15 Alex & Comp (Spice Division) Romania Fuchs Gewuerze - - - Manufacturer of spices and seasonings

04/29/15 Napier Brown Sugar United Kingdom Tereos Participations $52.6 - - Distributor of non-refined sugar in Europe

04/28/15 Love Sugar and Dough India Private Investor - - - Owner and operator of bakeries

04/28/15 Jules Destrooper Belgium GT & Co. - - - Manufacturer of cakes and biscuits

04/27/15 The Pinny Farms New Zealand Dakang $32.2 - - Producer of milk

04/27/15 Attitude Beer United States Harrison Vickers & - - - Manufacturer of beer Waterman

04/27/15 Tannis Trading Canada Sysco Canada - - - Distributor of consumer food products

04/26/15 Conservas Garavilla (55%) Spain Generale Conserve - - - Manufacturer and marketer of seafood

04/24/15 Nkunzi Milkyway South Africa Clover Industries - - - Producer of processed milk

04/24/15 BH Fresh Food Singapore Premium Egg Products $7.4 - - Distributor and importer of frozen meats

04/24/15 Morue France Cuisine France Private Investor (Jerome - - - Manufacturer and seller of ready-made meals Sany)

04/23/15 Anyksciu Vynas Lithuania Alita - - - Manufacturer of alcoholic beverages

04/23/15 Pure Breed Poultry Co. (6.5%) Saudi Arabia Imran International $30.2 - - Processor of poultry

04/23/15 Future Life Health Products South Africa Pioneer Food Group - - - Manufacturer of nutrition based food products including nutrition bars and cereal 04/23/15 Paqui United States SkinnyPop Popcorn - - - Manufacturer of tortillas and tortilla chips

04/22/15 Linxia Qingheyuan Halal Food Co. China Beijing Shunxin Agriculture $266.9 - - Processer and producer of meat products Co.

04/22/15 China Huishan Dairy Holdings (8.9%) China Champ Harvest $3,814.3 5.87x 12.0x Producer of milk and dairy products

04/22/15 Rock N Roll Imports United States CME Realty $40.0 - - Marketer and distributor of alcoholic beverages

04/22/15 Akcine Bendrove Anyksciu Vynas Lithuania ALITA - - - Producer and seller of alcoholic beverages

Note: Includes global change-of-control (unless otherwise indicated) transactions announced in April 2015 Sources: Dealogic and Capital IQ

Food For Thought Selected Monthly M&A Activity – April 3

William Blair

Food & Beverage Producer Transactions (cont.)

($ in millions)

Date Target (Unit Sold)/ Target Enterprise Enterprise Value/LTM Announced Target Business Description Nation Buyer Value Sales EBITDA 04/22/15 Zito Prehrambena Industrija Slovenia Podravka $81.7 0.67x 7.5x Manufacturer of flour, bread, pasta and sweets

04/22/15 Prospect Enterprises (Seafood Division) United States Santa Monica Seafood - - - Distributor and processor of seafood Company

04/21/15 A-Treat Bottling Company United States Private Investor - - - Producer and seller of flavored soft-drinks

04/21/15 Eaststarch (50%) Bulgaria Archer Daniels Midland $516.9 - - Manufacturer of corn sweeteners and starches Company

04/21/15 Inteka Latvia Gemaga - - - Manufacturer of tea and coffee

04/21/15 Ceca Costa Rica Massimo Zanetti Beverage - - - Producer and distributor of coffee Group

04/21/15 United Dairy Power (Caboolture Cheese Business) Australia Murray Goulburn - - - Manufacturer of cheese

04/20/15 Radenska Slovenia Kofola Spolka Akcyjna $70.7 - - Producer of bottled water and non-alcoholic beverages

04/20/15 Iglo Foods United Kingdom Nomad Holdings $5,683.6 3.52x 17.7x Marketer and distributor of frozen food products in Europe 04/20/15 Wuxi Zhentai Liquor Industry Co. China Shanghai Jinfeng Wine - - - Producer of wine Company

04/18/15 Dunhua Meilijian Dairy Co. China Beingmate Baby & Child $29.0 1.53x - Producer and marketer of milk powder Food Co.

04/18/15 Pelle & Lisa Sweden Norrlandsagg - - - Producer of eggs

04/17/15 Barker Fruit Processors New Zealand ANDROS - - - Manufacturer and supplier of juice, food preservatives, and bakery products 04/17/15 Xiamen Culiangwang Beverage Technology Company China Coca-Cola Beverages $400.5 - - Producer of nutritional beverages (Shanghai) Ltd.

04/17/15 Donghwa F&V Co. (50%) South Korea Consus Asset Management $55.1 - - Wholesaler of fruits, vegetables and meat products

04/17/15 Mercator Pekarna Grosuplje Slovenia DON DON - - - Producer of bread and bakery products

04/16/15 Koninklijke FrieslandCampina Hungary Alfoldi Tej - - - Producer of dairy products

04/16/15 SATS Food (49%) Singapore BRF $39.0 - - Manufacturer and processer of meat

04/16/15 Tomates de Miajadas Spain Conservas Vegetales de - - - Provider of diced tomatoes, tomato concentrate and Extremadura related products 04/16/15 Munax (25%) Finland Danaeg Products - - - Producer of eggs

04/16/15 21LADY Co. Japan Ocean Wealth Crowd - - - Manufacturer and seller of confectionery products Limited

04/16/15 BFL Bakery Italy Puratos Group - - - Provider of pastry and baking products

Note: Includes global change-of-control (unless otherwise indicated) transactions announced in April 2015 Sources: Dealogic and Capital IQ

Food For Thought 4 Selected Monthly M&A Activity – April

William Blair

Food & Beverage Producer Transactions (cont.)

($ in millions)

Date Target (Unit Sold)/ Target Enterprise Enterprise Value/LTM Announced Target Business Description Nation Buyer Value Sales EBITDA 04/15/15 Ibaraki Nyugyo Co. (70%) Japan Hanshin Shuhan - - - Manufacturer of dairy products

04/15/15 Preferred Brands International (70%) United States Kagome Co. $114.6 - - Manufacturer and distributor of specialty frozen foods

04/15/15 Proof Drinks United Kingdom MBG International Premium - - - Producer and distributor of alcoholic beverages Brands

04/15/15 Saimaan Juomatehdas Finland Micro Beverage - - - Provider of beer

04/15/15 Euphorium Bakery United Kingdom Tesco - - - Owner and operator of bakeries

04/13/15 De Weide Blik Belgium Greenyard Foods $457.2 - - Producer and distributor of fruits and vegetables

04/13/15 Pivovarna Lasko Slovenia Heineken $499.2 1.85x 11.7x Producer and seller of beer, malt, and bottled water

04/13/15 Henry H. Ottens Manufacturing Co. United States International Flavors & - - - Producer of food flavorings Fragrances

04/13/15 Marco Polo Foods France Natsu Foods - - - Producer of fresh and frozen sushi products

04/13/15 Greenyard Foods Belgium Univeg Belgium; - - - Processor of fruits, vegetables, and ready-to eat food Peatinvest products 04/13/15 Just Water International (Australian Business ) Australia Waterlogic $8.4 - - Provider of bottled water

04/10/15 NaganoKen Rengo Seika Co. Japan Chojirushi Holdings - - - Wholesaler of fresh vegetables and fruits

04/10/15 Naked Wines International United Kingdom Majestic Wine $103.7 - - Online retailer of wine and other alcoholic beverages

04/10/15 Les Serres du St-Laurent Canada Serres Sagami - - - Processer and distributor of tomatoes

04/10/15 Delpeyrat (Fresh Food Business Units) France Tallec - - - Producer of consumer food products

04/09/15 Tresch Clerget France Les Grands Chais de France - - - Bottler and distributor of wine

04/09/15 Chambord Co. Japan Suzuki Eikodo Co. - - - Manufacturer and seller of confectionery, including cakes and cookies 04/08/15 Paulig (Industrial Flavoring Division) Estonia Solina Group - - - Producer of food flavorings and ingredients

04/08/15 Capespan Group South Africa Zeder Investments $212.4 0.34x - Supplier and wholesaler of fruit

04/07/15 Cocoaland Holdings Malaysia EQT Partners $86.0 1.20x 11.1x Manufacturer of preserved foods and fruits

04/07/15 Kyuka Waters United States Water Way Distributing Co. - - - Provider of bottled water

04/06/15 Agro-Alliance Company Russia Undisclosed Acquirer - - - Producer of grains, rice, and packaged cereals

Note: Includes global change-of-control (unless otherwise indicated) transactions announced in April 2015 Sources: Dealogic and Capital IQ

Food For Thought Selected Monthly M&A Activity – April 5

William Blair

Food & Beverage Producer Transactions (cont.)

($ in millions)

Date Target (Unit Sold)/ Target Enterprise Enterprise Value/LTM Announced Target Business Description Nation Buyer Value Sales EBITDA 04/06/15 Kencraft Inc. United States BBX Capital Corp - - - Manufacturer of candy and confectionery

04/06/15 Bruce Foods (Hot Sauce Business) United States Southeastern Mills Inc. - - - Producer and distributor of food products

04/03/15 Yuvan Long Life India BVG India - - - Manufacturer and retailer of herbal tea

04/02/15 Grand Cru Importadora Brazil Aqua Capital - - - Distributor and importer of wines

04/02/15 Plukon Food Group (75%) Netherlands De Heus Group; $717.4 - - Producer and marketer of poultry meat EW Group

04/02/15 United National Breweries (50%) South Africa Diageo $72.0 - - Manufacturer and seller of beer

04/02/15 Kushalchand Sons India IMCD - - - Distributor of specialty food ingredients

04/02/15 Grapes Investments Australia RG & RT Trott - - - Manufacturer of wine

04/01/15 Sicilian Sun Limited United States Firma Holdings - - - Producer of food and beverage products

04/01/15 Kamps Germany Groupe Le Duff - - - Producer and seller of handmade bakery products in Germany 04/01/15 Mount Shivalik Breweries India Molson Coors Brewing Co. - - - Producer of beer

04/01/15 Nutricima (50%) Nigeria PZ Cussons $62.3 - - Manufacturer and seller of powdered and evaporated milk products 04/01/15 Modern Fluids (90%) Finland Vingruppen i Norden - - - Importer of wine

Note: Includes global change-of-control (unless otherwise indicated) transactions announced in April 2015 Sources: Dealogic and Capital IQ

Food For Thought 6 Selected Monthly M&A Activity – April

William Blair

Food & Convenience Retail Transactions

($ in millions)

Date Target (Unit Sold)/ Target Enterprise Enterprise Value/LTM Announced Target Business Description Nation Buyer Value Sales EBITDA 04/30/15 Gerland Corporation United States Lewis Food Town - - - Owner and operator of supermarkets 04/29/15 Fiesta Mart United States Acon Investments - - - Operator of a chain of supermarkets 04/26/15 Co-op Atlantic (Food, Gas Retail and Wholesale Canada Sobeys - - - Assets) Wholesaler of groceries 04/25/15 Bombay Swadeshi Stores (87.7%) India Private Investor (Ms. $11.8 3.11x NMF Operator of convenience stores that sell groceries and Madhu Chandak) other items 04/21/15 CFS Corp Japan Aeon Co. $279.1 0.28x 6.6x Operator of supermarkets and drug stores 04/21/15 China Resources Enterprise (Non-Beer Business) Hong Kong China Resources Co. $3,612.9 0.21x - Operator of a chain of food retail stores 04/14/15 Supermarkets (20 stores) Norway Rema 1000 - - - Operator of a chain of supermarkets 04/13/15 Lady Drug Store Co. Japan Fuji Co.; $89.7 - - Operator of pharmacies that sell groceries and other Tsuruha Holdings items 04/13/15 Marketplace Foods United States Coborn's - - - Operator of grocery stores 04/09/15 The Daiel, Inc. (9 supermarkets in Hokkaido) Japan Aeon Hokkaido Corp. - - - Operator of supermarkets in Japan 04/09/15 Lianhua Supermarket Holdings China Yonghui Superstores - - - Operator of supermarkets and convenience stores in China 04/07/15 Supermarkets (78 supermarkets) Italy Crai Secom - - - Operator of a chain of supermarkets 04/07/15 Harris Teerter, Inc. (3 stores) United States The Kroger Co. - - - Operator of a chain of grocery stores 04/03/15 Atlant Group (10 A-Product stores) Russian Supermarket Kirovskiy - - - Operator of a chain of grocery stores Federation 04/02/15 FRAC Handel (19 stores) Poland Emperia $5.4 - - Operator of a chain of supermarkets Note: Includes global change-of-control (unless otherwise indicated) transactions announced in April 2015 Sources: Dealogic and Capital IQ

Food For Thought Selected Monthly M&A Activity – April 7

William Blair

Noteworthy M&A Activity – LTM

Food & Beverage Producer Transactions

($ in millions)

Date Target (Unit Sold)/ Target Enterprise Enterprise Value/LTM Announced Target Business Description Nation Buyer Value Sales EBITDA 04/22/15 China Huishan Dairy Holdings (8.9%) China Champ Harvest $3,814.3 5.87x 12.0x Producer of milk and dairy products

04/21/15 Eaststarch (50%) Bulgaria Archer Daniels Midland $516.9 - - Manufacturer of corn sweeteners and starches Company

04/20/15 Iglo Foods United Kingdom Nomad Holdings $5,683.6 3.52x 17.7x Marketer and distributor of frozen food products in Europe 04/13/15 Pivovarna Lasko Slovenia Heineken $499.2 1.85x 11.7x Producer and seller of beer, malt, and bottled water

03/31/15 Picard Surgeles (49%) France Aryzta $989.0 - - Retailer of frozen food 03/25/15 Kraft Foods Group United States H.J. Heinz $53,739.0 2.95x NMF Manufacturer of consumer packaged food and beverage products 03/03/15 CFI Co. (74.1%) Japan Asahi Group Holdings $1,822.6 - - Manufacturer of food and beverage products 02/10/15 Remy Cointreau (5.1%) France Stichting Pensioenfonds $4,160.9 3.89x NMF Producer and distributor of wines and spirits 02/03/15 Big Heart Pet Brands United States The J. M. Smucker Company $6,000.0 - - Manufacturer, distributor, and marketer of pet food and pet snacks 01/26/15 MOM Brands United States Post Holdings $1,151.7 - 7.9x Producer and seller of cereal products in the United States 12/31/14 Inner Mongolia Mengniu Dairy Company China China Dairy (Mauritius) $6,039.2 - - Manufacturer of dairy products Limited

12/15/14 Archer Daniels Midland Company United States Olam International $1,300.0 - - (Global Cocoa Business) Producer of cocoa 11/20/14 Primo Smallgoods Australia JBS $1,255.4 - - Producer of packaged meats 11/06/14 DSS Group United States Cott Corp. $1,250.0 - - Producer and distributor of bottled water 11/03/14 Centrale Laitiere Morocco Danone $1,677.9 2.10x 17.1x Producer and seller of packaged milk and dairy products 11/03/14 United Biscuits United Kingdom Yildiz Holding $3,199.2 - - Manufacturer and distributor of biscuits, snacks and frozen foods 10/20/14 Hainan Yedao Co. (11.2%) China China Orient Capital $679.0 6.19x - Manufacturer of food and beverage products Investment Group

10/06/14 Belvedere (7.3%) France Diana Holding - Groupe $362.7 0.54x NMF Producer and marketer of alcoholic beverages Zniber

09/10/14 Windsor Quality Food Company United States Ajinomoto North America $800.0 1.19x - Producer and marketer of frozen foods and appetizers

09/08/14 Annie's United States General Mills $821.2 3.95x NMF Producer of natural and organic foods

09/02/14 Archer Daniels Midland Company United States Cargill $440.0 - - (Global Chocolate Business) Producer of chocolate Note: Includes global change-of-control (unless otherwise indicated) transactions announced in the last twelve months Sources: Dealogic and Capital IQ

Food For Thought 8 Noteworthy M&A Activity – LTM

William Blair

Food & Beverage Producer Transactions (cont.)

($ in millions)

Date Target (Unit Sold)/ Target Enterprise Enterprise Value/LTM Announced Target Business Description Nation Buyer Value Sales EBITDA 08/21/14 Ebro Foods (2%) Spain Empresas Comerciales e $3,589.8 1.37x 9.5x Manufacturer of pasta, rice, and ready-to-eat food Industriales Valencianas

08/15/14 Vietnam Dairy Products (2%) Vietnam Fraser & Neave $4,534.6 2.90x 14.1x Manufacturer of dairy products 08/11/14 Chiquita Brands International United States Sucocitrico Cutrale; $1,193.1 0.39x 13.6x Producer and distributor of fruit and other fresh produce Banco Safra, Investment Arm 08/11/14 Treasury Wine Estates Australia TPG Capital $3,323.0 2.00x 14.2x Producer and distributor of wine

07/14/14 Russell Stover Candies United States Chocoladefabriken Lindt & $1,400.0 - - Manufacturer and marketer of sweets and chocolates Spruengli

07/07/14 WILD Flavors Switzerland Archer Daniels Midland $3,096.5 2.28x - Manufacturer of food ingredients and preservatives Europoort 06/30/14 CytoSport United States Hormel Foods Corporation $470.0 - - Manufacturer of nutritional supplements 06/30/14 Flagstone Foods United States Treehouse Foods $860.0 - - Producer and distributor of dried fruits and nuts 05/29/14 Hillshire Brands Co. United States Tyson Foods $8,533.5 2.10x 15.3x Manufacturer of consumer food and beverage products 05/22/14 Conopco (North America Pasta Sauces Business) United States Mizkan Holdings $2,150.0 3.60x - Producer of pasta sauce 05/21/14 Tnuva Food Industries Israel Bright Food Group $1,711.2 - - Producer and distributor of dairy and frozen food products 05/20/14 Treasury Wine Estates Australia KKR & Co. $3,188.3 1.90x NMF Producer and distributor of wine 05/12/14 Pinnacle Foods United States Hillshire Brands $6,729.2 2.70x 15.2x Manufacturer of convenience food products Note: Includes global change-of-control (unless otherwise indicated) transactions announced in the last twelve months Sources: Dealogic and Capital IQ

Food For Thought Noteworthy M&A Activity – LTM 9

William Blair

Food & Convenience Retail Transactions

($ in millions)

Date Target (Unit Sold)/ Target Enterprise Enterprise Value/LTM

Announced Target Business Description Nation Buyer Value Sales EBITDA 04/21/15 CFS Corp Japan Aeon Co. $279.1 0.28x 6.6x Operator of supermarkets and drug stores 04/21/15 China Resources Enterprise (Non-Beer Business) Hong Kong China Resources Co. $3,612.9 0.21x - Operator of a chain of food retail stores 03/10/15 Mandai Co. Japan Seven & i Holdings $550.0 - - Operator of a chain of supermarkets 01/28/15 Controladora Comercial Mexicana Mexico Organizacion Soriana $2,676.0 1.38x 16.1x Operator of a chain of supermarkets 12/18/14 The Pantry United States Alimentation Couche-Tard $1,725.4 0.26x 7.8x Operator of convenience stores that sell groceries and other items 11/24/14 Dean & DeLuca United States Pace Development $140.0 - - Operator of retail stores that sell gourmet specialty food Corporation and beverage products 11/07/14 Nature's Pantry United States Natural Grocers by Vitamin - - - Operator of a chain of food retail stores Cottage 10/31/14 Maruetsu Japan Kasumi $685.6 0.23x 7.5x Operator of a chain of supermarkets 10/03/14 Migros Ticaret Turkey Anadolu Endüstri Holding $2,705.4 0.79x 13.1x Operator of a chain of supermarkets 09/30/14 Seijo Ishii Co. Japan Lawson $501.4 1.01x 9.7x Operator of a chain of supermarkets 09/16/14 Grocery Outlet Inc. United States Hellman & Friedman - - - Operator of a chain of grocery stores 08/11/14 Kinsho Store Co. Japan Kintetsu Corporation $645.3 1.13x - Operator of a chain of supermarkets 07/02/14 Grupo El Árbol Distribución y Supermercados Spain Distribuidora Internacional $205.9 0.18x - Supermarkets operator de Alimentación 06/03/14 DIA France France Carrefour $816.9 - - Operator of a chain of supermarkets 05/07/14 Roundy's (18 Rainbow Stores) United States SuperValu $65.0 - - Operator of 18 retail stores Note: Includes global change-of-control (unless otherwise indicated) transactions announced in the last twelve months Sources: Dealogic and Capital IQ

Food For Thought 10 Noteworthy M&A Activity – LTM

William Blair

Historical M&A Trends in the Food and Food Retailing Industries

Volume Trends

U.S. Monthly Announced M&A Activity

Food & Beverage Production Food Retail & Convenience

Number of Deals 30 18 18 18 19 17 15 15 17 16 20 13 12 14 10

0 05/14 06/14 07/14 08/14 09/14 10/14 11/14 12/14 01/15 02/15 03/15 04/15 Food & Beverage Production 16 12 12 13 14 14 11 12 17 16 18 12 Food Retail & Convenience 1 1 0 1 1 1 6 6 1 2 1 4

U.S. Yearly Announced M&A Activity

Food & Beverage Production Food Retail & Convenience Total Deal Value (

Number Deal Value of Deals ($ in billions) 300 $120 232 223 170 181 185 189 194 200 166 127 159 $80 129 71

100 $40

0 $0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Food & Beverage Production 128 101 145 127 106 79 109 127 161 147 161 63 Food Retail & Convenience 53 65 87 96 64 48 20 32 24 42 33 8 Total Deal Value $13.5 $11.5 $29.1 $33.3 $93.3 $20.5 $39.0 $13.9 $36.0 $43.2 $59.9 $63.1

Global Yearly Announced M&A Activity

Food & Beverage Production Food Retail & Convenience Total Deal Value (

Number Deal Value of Deals ($ in billions) 1,500 1,325 1,311 $200 1,193 1,159 1,199 1,049 1,083 973 979 926 932 $150 1,000 $100

500 370

$50

0 $0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Food & Beverage Production 799 870 996 1104 1042 948 969 906 814 768 792 333 Food Retail & Convenience 174 179 197 221 269 211 230 177 165 158 140 37 Total Deal Value $61.1 $97.8 $94.9 $132.3 $140.5 $72.0 $94.2 $125.4 $127.4 $109.7 $134.2 $84.7 Note: Data represents announced transactions including U.S.-based targets only Sources: Dealogic and Capital IQ as of April 30, 2015

Food For Thought Historical M&A Trends in the Food and Food Retailing Industries 11

William Blair

Participant Trends

Breakdown of Acquirers by Type

Private Public Private Equity Foreign

Percent of Deals 60%

50%

40%

30%

20%

10%

0% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Private 46.8% 44.1% 43.4% 51.9% 47.2% 50.0% 52.8% 49.5% 53.2% 56.0% 48.6% 47.2% 49.3% Public 24.0% 27.7% 28.0% 19.6% 21.6% 20.3% 17.4% 18.1% 15.6% 19.5% 25.8% 21.6% 23.9% Private Equity 11.0% 9.2% 10.1% 13.8% 17.2% 13.1% 13.0% 13.2% 12.2% 7.2% 13.6% 12.5% 11.3% Foreign 18.2% 19.0% 18.5% 14.6% 14.0% 16.7% 16.8% 19.1% 19.0% 17.3% 12.0% 18.8% 15.5%

Breakdown of Sellers by Type

Private Public Private Equity Divestiture Percent of Deals

70%

60%

50%

40%

30%

20%

10%

0% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Private 30.1% 46.4% 53.1% 50.5% 57.2% 46.3% 53.0% 49.7% 47.1% 53.4% 55.2% 53.4% 59.2% Public 3.3% 6.4% 5.6% 2.0% 1.7% 3.7% 5.1% 6.1% 4.8% 2.5% 4.9% 7.4% 5.6% Private Equity 17.1% 7.9% 9.1% 12.4% 8.1% 8.0% 8.5% 14.0% 5.3% 8.1% 7.8% 8.0% 8.5% Divestiture 49.6% 39.3% 32.2% 35.1% 32.9% 42.0% 33.3% 30.2% 42.8% 36.0% 32.1% 31.3% 26.8% Note: Data represents announced transactions including U.S.-based targets only Sources: Dealogic and Capital IQ as of April 30, 2015

Food For Thought 12 Historical M&A Trends in the Food and Food Retailing Industries

William Blair

Valuation Trends

Average EBITDA Multiples for Food Transactions(1)

Average EV/EBITDA Multiple Number of Disclosed Deals EV/EBITDA Multiple

20.0x 40

35

15.0x 30 11.4x 13.2x 13.0x 13.0x 12.0x 11.8x 25 10.5x 9.1x 9.9x 10.4x 10.0x 9.3x 20 8.4x 8.2x

15

5.0x 10

5

0.0x 0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Average EV/EBITDA Multiple 8.4x 9.1x 11.4x 9.9x 12.0x 10.4x 9.3x 8.2x 11.8x 13.2x 13.0x 13.0x 10.5x Number of Disclosed Deals 25 20 14 28 23 20 14 11 7 17 22 34 10

Average EBITDA Multiples for Beverage Transactions(2)

Average EV/EBITDA Multiple Number of Disclosed Deals

EV/EBITDA Multiple

25.0x 20

20.0x 17.3x 15

14.5x 15.0x 11.8x 14.1x 13.6x 13.5x 13.4x 13.2x 12.0x 11.7x 10.9x 11.8x 10 9.8x 10.0x

5 5.0x

0.0x 0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Average EV/EBITDA Multiple 11.8x 14.1x 12.0x 13.5x 13.4x 17.3x 11.7x 10.9x 9.8x 13.6x 14.5x 11.8x 13.2x Number of Disclosed Deals 9 16 12 15 5 4 9 1 3 6 4 13 5 (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 April 30, 2015

Food For Thought Historical M&A Trends in the Food and Food Retailing Industries 13

William Blair

Public Company Trading Statistics

Food Production Companies

($ in millions) % Change Forward Enterprise Value/LTM Enterprise Company Market Cap MTD YTD P/E PEG Value Sales EBITDA Nestlé $246,178.0 2.7% 5.8% NA NA $260,754.8 2.83x 14.9x Unilever $124,933.4 5.3% 7.5% 18.5x 185.0% $138,233.6 2.36x 12.9x Mondelez International $62,413.5 6.3% 5.6% 19.4x 179.6% $79,388.5 2.38x 15.6x Kraft Foods Group $50,166.9 (2.7%) 35.3% 24.5x 288.0% $59,020.9 3.24x 26.0x Danone $43,466.9 7.4% 9.6% 17.5x 202.3% $53,143.1 2.08x 13.2x Associated British Foods $34,537.9 4.9% (10.7%) 25.1x 259.2% $36,211.1 1.80x 15.1x General Mills $32,987.6 (2.2%) 3.8% 18.4x 235.4% $43,703.9 2.48x 13.9x Kellogg Company $22,557.4 (4.0%) (3.2%) 14.9x 191.2% $29,546.4 2.05x 17.9x The Hershey Company $20,298.5 (8.9%) (11.6%) 20.3x 238.9% $22,382.1 2.99x 13.4x Tyson Foods $16,066.9 3.1% (1.5%) 13.3x 157.0% $23,224.9 0.57x 9.3x ConAgra Foods $15,437.9 (1.0%) (0.4%) 15.7x 235.2% $23,787.0 1.36x 10.3x JBS $14,900.4 16.2% 22.4% 13.9x NA $25,034.8 0.55x 6.4x Hormel Foods Corporation $14,328.7 (4.4%) 4.3% 24.3x 285.8% $14,057.2 1.48x 12.9x Campbell Soup Company $13,940.1 (4.0%) 1.6% 17.5x 291.5% $17,658.1 2.12x 11.9x The J. M. Smucker Company $13,870.5 0.2% 14.8% 18.5x 238.8% $15,938.6 2.91x 13.6x Grupo Bimbo $12,603.4 (5.6%) (2.8%) 22.4x 50.0% $17,026.4 1.33x 11.5x Saputo $11,579.0 7.4% (2.1%) 9.4x 93.9% $13,314.7 1.45x 13.9x George Weston $10,525.9 3.9% (5.0%) 15.1x 150.8% $27,438.6 0.72x 12.5x McCormick & Company $9,621.0 (2.3%) 1.3% 22.8x 276.4% $10,877.3 2.55x 15.8x Pilgrim's Pride Corporation $6,414.6 9.3% (24.7%) 34.3x NA $7,090.0 0.82x 4.7x The Hain Celestial Group $6,127.4 (5.9%) 3.3% 17.5x 118.4% $6,867.3 2.78x 23.3x ARYZTA $5,947.3 9.6% (12.9%) 11.5x 39.3% $8,330.7 1.45x 9.9x Flowers Foods $4,692.5 (1.8%) 16.4% 18.9x 177.6% $5,464.1 1.46x 12.8x Treehouse Foods $3,477.1 (4.4%) (5.0%) 20.2x 189.8% $4,875.8 1.66x 13.3x Post Holdings $2,457.0 0.2% 12.1% 51.1x 638.5% $6,225.2 1.95x 16.0x Lancaster Colony Corporation $2,452.4 (5.8%) (4.3%) 21.9x 198.9% $2,291.0 2.11x 13.6x Cal-Maine Foods $2,167.2 14.5% 14.6% 9.3x NA $1,983.5 1.28x 7.6x Snyder's-Lance $2,081.7 (7.6%) (3.3%) 21.0x 139.8% $2,513.0 1.55x 14.9x J&J Snack Foods Corp. $1,950.0 (2.2%) (4.1%) 27.4x 304.2% $1,863.0 1.96x 12.8x Fresh Del Monte Produce $1,935.6 (5.1%) 10.1% 15.4x 307.8% $2,290.5 0.58x 8.9x Tootsie Roll Industries $1,892.7 (8.7%) 4.1% NA NA $1,761.7 3.24x 16.8x Sanderson Farms $1,740.8 (5.7%) (10.6%) 8.3x NA $1,587.7 0.56x 3.1x B&G Foods $1,634.3 3.3% 1.7% 16.9x NA $2,642.7 3.05x 14.4x Dean Foods Company $1,533.1 (1.7%) (16.2%) 15.2x 206.2% $2,433.9 0.26x 12.4x Lotus Bakeries $1,097.5 7.1% 24.3% 22.6x 226.2% $1,133.4 2.69x 14.5x Diamond Foods $882.1 (13.9%) (0.7%) 32.9x 298.6% $1,482.1 1.67x 16.6x Calavo Growers $877.1 (1.5%) 7.1% 31.4x 273.5% $932.6 1.15x 19.7x Boulder Brands $584.5 0.1% (13.7%) 16.6x 94.9% $859.4 1.66x 14.5x John B Sanfilippo & Son $579.2 20.7% 14.3% NA NA $694.4 0.80x 11.1x Seneca Foods Corp. $321.6 (3.3%) 6.6% NA NA $603.5 0.46x 19.7x Inventure Foods $190.6 (12.9%) (23.5%) 14.2x 103.6% $275.5 0.96x 11.4x Bridgford Foods Corp. $75.5 3.5% 7.0% NA NA $70.5 0.52x NMF Golden Enterprises $44.8 1.3% 12.2% NA NA $53.8 0.41x 7.8x Mean 0.3% 2.1% 19.9x 214.9% $22,676.0 1.68x 13.4x Median (1.5%) 1.7% 18.5x 204.3% $6,867.3 1.66x 13.4x Note: Data as of April 30, 2015 Sources: FactSet Research Systems, Bloomberg, and Capital IQ; data is sometimes based on reported results and includes estimates

Food For Thought 14 Public Company Trading Statistics

William Blair

Food Ingredients Companies

($ in millions) % Change Forward Enterprise Value/LTM Enterprise Company Market Cap MTD YTD P/E PEG Value Sales EBITDA Givaudan $17,246.2 3.4% 4.0% 23.2x 193.0% $17,982.1 4.06x 19.8x Kerry Group $12,902.2 9.3% 6.2% 17.5x 154.5% $14,466.7 2.08x 16.5x International Flavors & Fragrances $9,265.6 (2.3%) 13.2% 20.8x 297.3% $9,732.8 3.15x 14.1x Symrise $7,914.5 (3.5%) 0.5% 22.6x 170.5% $9,354.4 3.76x 18.0x Barry Callebaut $6,626.4 23.4% 17.6% 20.7x 94.7% $8,535.1 1.31x 15.2x Sensient Technologies Corporation $3,106.0 (5.1%) 8.3% 20.0x 210.7% $3,572.2 2.50x 13.2x Frutarom Industries $2,495.9 13.8% 37.7% 28.0x NA $2,667.0 3.25x 18.1x T. Hasegawa Co. $609.7 (0.6%) 3.5% 16.2x NA $469.3 1.26x 8.2x Takasago International Corporation $459.8 2.1% 1.9% 11.4x NA $785.2 0.72x 11.2x Mean 4.5% 10.3% 20.0x 186.8% $7,507.2 2.45x 14.9x Median 2.1% 6.2% 20.7x 181.8% $8,535.1 2.50x 15.2x

Beverage Production Companies

($ in millions) % Change Forward Enterprise Value/LTM Enterprise Company Market Cap MTD YTD P/E PEG Value Sales EBITDA Anheuser-Busch InBev $195,960.3 (0.3%) 7.3% 20.5x 163.6% $242,709.3 5.16x 13.5x The Coca-Cola Company $177,186.1 0.0% (3.9%) 18.2x 220.3% $200,051.1 4.34x 15.5x Pepsico $140,402.0 (0.5%) 0.6% 19.4x 236.4% $162,251.0 2.45x 13.2x SABMiller $85,649.6 1.2% 1.6% 18.9x 148.1% $100,422.6 5.92x 17.2x Diageo $69,784.0 0.8% (3.4%) 16.3x 158.2% $88,530.9 5.56x 17.8x Monster Beverage Corporation $23,330.0 (0.9%) 26.5% 46.4x 331.2% $22,178.5 9.00x 28.8x Constellation Brands $22,595.0 (0.2%) 18.1% 25.7x 192.6% $29,945.1 4.97x 16.8x Brown-Forman Corporation $19,177.9 (0.1%) 2.7% 25.2x NA $19,933.9 6.46x 19.5x Keurig Green Mountain $18,205.3 4.2% (12.1%) 30.4x 168.4% $17,887.9 3.80x 14.9x Dr Pepper Snapple Group $14,299.3 (5.0%) 4.0% 20.3x 274.8% $16,830.3 2.73x 12.0x Molson Coors Brewing Company $13,725.5 (1.3%) (1.4%) 17.0x 221.7% $16,323.2 3.94x 20.5x Coca-Cola Enterprises $10,346.9 0.5% 0.4% 13.7x 153.3% $14,246.9 1.78x 10.4x The WhiteWave Foods Company $7,696.0 (0.8%) 25.7% 38.3x 218.8% $9,194.2 2.68x 23.6x Boston Beer Co. $3,311.4 (7.3%) (14.4%) 34.0x NA $3,189.8 3.47x 16.3x Coca-Cola Bottling Co. $1,050.0 (0.1%) 28.4% 30.9x NA $1,618.1 0.93x 11.6x National Beverage Corp. $1,036.4 (8.4%) (1.2%) NA NA $1,006.1 1.56x 12.0x Cott Corporation $810.2 (7.1%) 25.6% 18.5x NA $2,677.7 1.27x 15.4x Farmer Brothers Co. $398.9 0.7% (15.3%) 24.6x 123.2% $379.6 0.71x 13.1x Lifeway Foods $330.4 (5.5%) 9.1% 38.9x 242.9% $333.2 2.80x NMF Jones Soda Co. $13.9 (8.1%) (2.9%) NA NA $13.1 0.97x NMF Mean (1.9%) 4.8% 25.4x 203.8% $47,486.1 3.53x 16.2x Median (0.4%) 1.1% 22.6x 205.7% $16,576.8 3.14x 15.5x Note: Data as of April 30, 2015 Sources: FactSet Research Systems, Bloomberg, and Capital IQ; data is sometimes based on reported results and includes estimates

Food For Thought Public Company Trading Statistics 15

William Blair

Food Retail Companies

($ in millions) % Change Forward Enterprise Value/LTM Enterprise Company Market Cap MTD YTD P/E PEG Value Sales EBITDA The Kroger Co. $33,842.2 (10.1%) 7.3% 19.5x 216.9% $45,260.2 0.42x 8.8x Whole Foods Market $17,230.0 (8.3%) (5.3%) 30.2x 168.6% $16,556.0 1.13x 12.3x Sprouts Farmers Market $4,873.4 (9.2%) (5.9%) 37.9x NA $5,149.9 1.74x 20.1x United Natural Foods $3,378.1 (12.4%) (12.8%) 25.3x 165.5% $3,905.6 0.52x 14.0x SUPERVALU $2,301.1 (24.4%) (9.4%) 13.2x NA $4,925.1 0.28x 6.3x The Fresh Market $1,705.0 (13.5%) (14.7%) 19.4x 97.6% $1,689.9 0.96x 9.0x Smart & Final Stores $1,277.7 (1.6%) 10.1% 23.7x NA $1,743.9 0.48x 11.1x Weis Markets $1,192.9 (10.9%) (7.3%) NA NA $1,096.0 0.39x 7.4x SpartanNash Company $1,141.2 (4.4%) 15.4% 15.4x 154.4% $1,705.0 0.22x 7.7x Ingles Markets $848.1 (15.4%) 12.9% 20.4x 180.7% $1,812.2 0.47x 7.8x Natural Grocers by Vitamin Cottage $591.9 (4.7%) (6.6%) 40.6x 153.2% $618.4 1.13x 14.2x Village Super Market $448.9 1.6% 16.7% NA NA $399.9 0.26x 6.5x Roundy's $248.4 3.1% 4.1% 12.8x 48.1% $833.0 0.22x 7.1x Fairway Group Holdings Corp. $231.5 (21.6%) 68.6% NMF NA $449.3 0.56x NMF Mean (9.4%) 5.2% 23.5x 148.1% $6,153.2 0.63x 10.2x Median (9.7%) (0.6%) 20.4x 160.0% $1,724.5 0.48x 8.8x

Convenience Store Companies

($ in millions) % Change Forward Enterprise Value/LTM Enterprise Company Market Cap MTD YTD P/E PEG Value Sales EBITDA Alimentation Couche-Tard $21,728.8 (4.3%) (9.3%) 25.3x NA $23,135.3 0.64x 12.9x Casey's General Stores $3,182.7 (8.8%) (9.0%) 20.5x 184.2% $4,011.4 0.54x 9.1x Mean (6.6%) (9.2%) 22.9x 184.2% $13,573.4 0.59x 11.0x Median (6.6%) (9.2%) 22.9x 184.2% $13,573.4 0.59x 11.0x Note: Data as of April 30, 2015 Sources: FactSet Research Systems, Bloomberg, and Capital IQ; data is sometimes based on reported results and includes estimates

Food For Thought 16 Public Company Trading Statistics

William Blair

Same-Store Growth – Food & Convenience Retail

Grocery Stores & Supermarkets

Smart & Final Stores 7.8%

The Kroger Co. 6.0%

Natural Grocers by Vitamin Cottage 5.6%

Publix Super Markets 5.3%

Sprouts Farmers Market 4.8%

Pantry Inc. 3.6%

Whole Foods Market 3.6%

Weis Markets 3.5%

The Fresh Market 3.0%

Ingles Markets 2.3%

Village Super Market 2.2%

SUPERVALU 1.1%

SpartanNash 0.4%

Fairway Group Holdings (2.2%)

Roundy's (2.3%)

Convenience Stores

Casey's General Stores 10.4%

Alimentation Couche-Tard 4.5% (1) Excludes fuel sales Note: Bolded companies reflect recently announced same-store sales data (announced in April/May 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 April 30, 2015

Food For Thought Same-Store Growth – Food & Convenience Retail 17

William Blair

U.S. Public Equity Financing Summary – LTM

IPOs

($ in millions)

At Filing At Pricing Pricing & Performance - % Change Offer/ Initial Shares/ Deal Shares/ Filing Offer ADS Exc. Filing Value at ADS Inc. Offer Deal Market Relative Date Date Ticker Issuer Ovl. Range Midpoint Ovl. Price Value Value to Range 1 Day 1 Month 3 Months Current

$12.00 - 06/20/14 09/23/14 SFS Smart & Final Stores 13.5 175.5 15.5 $12.00 $186.0 $852.7 In Range 4.2% 9.2% 29.2% 46.7% $14.00

Mean 4.2% 9.2% 29.2% 46.7%

Median 4.2% 9.2% 29.2% 46.7%

Follow-Ons

($ in millions)

Pricing Performance - % Change

% Shares Offered Last Trade Before Shares/ Pricing ADS Offered Offer Deal Value Filing/ Offer/ Offer/ Date Ticker Issuer Business Description (mm) Price (mm) Primary Secondary Offer Offer Current

Manufacturer and distributor of consumer 04/29/15 BGS B&G Foods Inc. 4.2 $30.60 $128.5 100% 0% (13.2%) (13.0%) 10.1% food products

Retailer and distributor of food and 04/14/15 SFS Smart & Final Stores 10.0 $18.50 $185.0 0% 100% (4.1%) (3.4%) (0.2%) beverage products

Manufacturer and marketer of convenience 03/09/15 PF Pinnacle Foods 14.3 $37.07 $531.0 0% 100% (0.7%) (0.7%) (1.4%) food products

Specialty retailer of natural and organic 03/04/15 SFM Sprouts Farmers Market 15.8 $35.30 $559.4 0% 100% (0.4%) (0.4%) 27.1% food

Manufacturer and marketer of convenience 01/28/15 POST Post Holdings 6.5 $47.50 $308.8 100% 0% (12.8%) 2.6% 19.9% food products

Manufacturer and marketer of convenience 11/17/14 PF Pinnacle Foods 20.0 $32.11 $642.2 0% 100% 4.8% 4.8% (12.9%) food products

Specialty retailer of natural and organic 11/10/14 SFM Sprouts Farmers Market 15.0 $29.38 $440.7 0% 100% 7.9% 7.9% 27.9% food

Manufacturer and marketer of natural snack 09/11/14 SNAK Inventure Foods 3.6 $12.85 $46.2 0% 100% (9.7%) (4.6%) 17.4% food products

Manufacturer and marketer of convenience 09/08/14 PF Pinnacle Foods 15.0 $31.90 $478.5 0% 100% 6.0% 6.0% 12.3% food products

Specialty retailer of natural and organic 08/12/14 SFM Sprouts Farmers Market 15.0 $30.00 $450.0 0% 100% 5.6% 8.5% 12.6% food

Producer and distributor of chicken and 07/30/14 TSN Tyson Foods 23.8 $37.80 $900.0 100% 0% 5.4% 3.6% (1.8%) related food products

Mean (0.7%) 0.9% 10.1%

Median (0.4%) 2.2% 12.3%

Sources: Dealogic and FactSet Research Systems Note: LTM as of April 30, 2015

Food For Thought 18 U.S. Public Equity Financing Summary – LTM

William Blair

Selected Upcoming Industry Events

Date Event Location

May 2015 3-6 RILA Asset Protection Conference Orlando, FL 3-6 FMI’s 2015 Financial Executive Conference and Internal Auditing Conference (Co-Located) New Orleans, LA 16-19 NRA Restaurant Hotel Motel Show Chicago, IL 19-20 PLMA’s Annual “World of Private-Label” Amsterdam 19-21 NCA Sweets & Snacks Expo Chicago, IL 20-22 CSP Leadership and Crisis Prevention Forum Denver, CO 31-2 AFFI Food Logistics Forum Incline Village, NV 31-4 NGA Leadership Development Program (Cornell) Ithaca, NY

June 2015 7-9 International Dairy Deli Bakery Association Annual Convention "Dairy-Deli-Bake" Atlanta, GA 7-12 Insight NACS Future of Convenience London, UK 8-10 United Fresh 2015 Chicago, IL 8-11 FMI Connect Chicago, IL 22-24 Foodservice at Retail Expo 2015 Nashville, TN 28-29 TRA Marketplace (formerly Southwest Foodservice Expo) Dallas, TX 28-30 NASFT – Summer International Fancy Food & Confection Show New York, NY 28-30 Georgia Association of Convenience Stores Annual Convention/Tabletop Show Amelia Island, FL

July 2015 20-23 NBJ Summit Dana Point, CA 26-28 The International Foods Planning TBD 27-29 Center Store Grocery, Snack & Beverage Planning TBD

August 2015 22-25 NACDS Total Store Expo Denver, CO

September 2015 1-2 Food Evolution Summit Phoenix, AZ 15-18 PROCESS EXPO Chicago, IL 15-18 RILA Retail Sustainability Conference Austin, TX 16-17 NCA Washington Forum Washington D.C 17-19 All Things Organic - BioFach America Baltimore, MD 17-20 Natural Products Expo East Baltimore, MD 20-22 MUFSO Conference Dallas, TX 20-23 Candy Annual Planning Chandler, AZ 27-30 Energy & Store Development Conference (FMI) San Diego, CA 28-29 Canadian Federation of Independent Grocers-Grocery Innovations Toronto, Canada

Food For Thought Selected Upcoming Industry Events 19

William Blair

Date Event Location

October 2015 10-13 National Frozen and Refrigerated Foods Convention Dallas, TX 11-14 NACS Show Las Vegas, NV 13-15 Shopper Marketing Expo Minneapolis, MN 22-24 Consumer Goods Forum: Future Leaders Congress Rio De Janeiro, Brazil 23-25 Fresh Summit International Convention & Exposition Atlanta, GA 26-27 IFE Americas Food & Beverage Show Miami, FL 28-29 National Chicken Council - Annual Conference Washington, DC

November 2015 10-11 Kosherfest Secaucus, NJ 14-16 Outlook Leadership 2015 (CSP) TBD 15-17 PLMA's Private Label Trade Show Chicago, IL

December 2015 3-6 SOHO Expo Orlando, FL

January 2016 13-14 MarcabyBolognaFiere Bologna, Italy 17-19 Winter Fancy Food Show San Francisco, CA 23-26 FMI’s Midwinter Executive Conference Miami Beach, FL 24-26 Retail Industry Leaders Association – The Leadership Forum Naples, FL 26-28 International Production & Processing Expo Atlanta, GA

February 2016 20-24 AFFI Frozen Food Convention San Diego, CA 23-25 Convenience Retailing University Dallas, TX 28-2 N.G.A. 2016 Annual Convention and Supermarket Synergy Showcase Las Vegas, NV 28-2 RILA Supply Chain Conference Dallas, TX 28-2 NCA State of the Industry Conference Miami, FL

March 2016 6-8 Seafood Expo North America & Seafood Processing North America Boston, MA 7-11 NACS Global Forum Cape Town, South Africa 9-13 Natural Products Expo West Anaheim, CA 20-23 American Bakers Association Annual Convention Phoenix, AZ

April 2016 3-6 Restaurant Leadership Conference Phoenix, AZ 10-14 AFFI Annual Food and Beverage Environmental Conference Coeur d'Alene, ID 11-13 Grocery Manufacturers Association Science Forum Chicago, IL

Food For Thought 20 Selected Upcoming Industry Events

William Blair

General Market Update

Percentage Change

As of 04/30/15 Month-to-Date Year-to-Date Equity Market Indices Dow Jones Industrial Average 17,840.52 0.4% 0.1% Nasdaq Composite 4,941.43 0.8% 4.3% S&P 500 2,085.51 0.9% 1.3% S&P Food Products Index 515.71 (0.2%) 4.2% S&P Food & Staples Retail Index 383.79 (4.7%) (0.2%) S&P Restaurants Index 906.45 0.8% 8.0%

WB Corporate Finance Indices(1) Food Index 828.30 (1.1%) (2.7%) Ingredients Index 986.14 0.8% 1.9% Beverage Index 4,241.59 (0.0%) 1.5% Food Retail Index 972.82 (10.4%) 0.1% Convenience Store Index 24,983.90 (9.2%) (4.8%)

Currencies Dollar to Canadian Dollar $1.21 (4.4%) 4.6% Dollar to Euro $0.89 (4.2%) 8.0% Dollar to Peso $15.36 0.8% 4.2% Dollar to Pound $0.65 (3.4%) 1.5%

Commodities(2) Coffee Beans (Cents and 1/100 of a Cent Up to 2 Decimal Places) $1.37 2.7% (18.0%) Corn (Cents per Bushel) $3.66 (2.7%) (7.7%) Milk (Cents per 2,000 lbs.) $0.16 2.1% 1.9% Cocoa (Dollars per Metric Ton) $2,943.00 9.0% 1.1% Oil (Dollars per Barrel) $59.63 25.3% 11.9% Soybean Oil (Cents per Bushel) $0.32 4.1% (1.5%) World Sugar (Cents and 1/100 of a Cent up to 2 Decimal Places) $0.13 8.8% (10.6%) Wheat (Cents per Bushel) $4.74 (7.4%) (19.6%)

Yield (%) 52-Week Range

As of 52-Week 52-Week 04/30/15 Low Latest High INTEREST RATES 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 10-Year Treasury 2.0% 1.7% 2.7% 30-Year Treasury 2.7% 2.3% 3.5% 3-Month LIBOR 0.3% 0.2% 0.3% Fed Funds Effective Rate 0.1% 0.1% 0.1% Prime Rate 3.3% 3.3% 3.3% (1) WB Corporate Finance indices are determined by FactSet Research Systems, as of April 30, 2015. Data is based on a weighted average by market capitalization calculation. (2) Commodities represent futures prices Source: FactSet Research Systems as of April 30, 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

Food For Thought General Market Update 21

Quarterly Market Update – All Industries

William Blair

Domestic M&A Market Summary U.S. Activity Trends

M&A Activity

Number of Deals Undisclosed Mid-Cap >$1B < $100M Deal Value Deal Value ($ in billions) 13,336 14,649 12,955 18,000 12,427 11,509 12,741 12,202 12,846 $2,400 9,952 10,104 9,365 13,390 12,000 $1,600 6,000 $800

0 $0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2012 2013 LTM Number of Deals >$1B 171 209 269 346 158 124 201 183 218 215 288 310 Mid-Cap 1,097 1,118 1,286 1,438 1,073 713 1,133 1,161 1,144 1,245 1,267 1,244 <$100M 3,497 3,415 3,359 3,214 3,764 3,455 5,172 4,276 4,094 3,102 2,746 2,954 Undisclosed 5,187 5,362 7,513 8,338 6,514 5,073 6,235 7,770 9,193 7,640 8,545 8,447 Deal Value $992 $1,297 $1,645 $1,748 $1,074 $884 $1,045 $1,171 $1,080 $1,241 $1,819 $1,917

Mid-Cap M&A Activity

Number of Deals $100-$500M $500-$1B Deal Value Deal Value ($ in billions) 1,286 1,438 1,245 1,266 1,600 1,097 1,118 1,073 1,161 1,144 1,244 $600 1,133 1,200 713 $400 800 400 $200 0 $0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 LTM Number of Deals

$500-$1B 173 185 239 307 183 102 221 219 231 246 219 218 $100-$500M 924 933 1,047 1,131 890 611 912 942 913 999 1,047 1,026 Deal Value $318.1 $338.4 $410.7 $475.0 $325.7 $201.2 $358.7 $367.5 $363.1 $399.6 $393.4 $391.7

Private-Equity Activity

Number of Deals Undisclosed Mid-Cap >$1B < $100M Deal Value Deal Value ($ in billions) 2,500 2,227 2,314 2,047 2,180 2,209 2,183 $800 1,786 1,795 1,981 1,904 2,000 1,618 1,471 $600 1,500 $400 1,000 500 $200 0 $0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 LTM Number of Deals >$1B 53 62 86 123 34 25 60 56 65 67 93 92 Mid-Cap 340 343 368 402 252 193 339 297 253 264 304 288 < $100M 575 540 649 457 548 575 565 438 465 323 273 296 Undisclosed 650 841 1,124 1,332 961 678 1,017 1,256 1,397 1,250 1,539 1,507 Deal Value $231 $300 $550 $632 $204 $152 $272 $267 $263 $309 $389 $431 Note: Year-to-date as of March 31, 2015 Sources: Dealogic and William Blair’s mergers-and-acquisitions market analysis. Data represents announced deals only

Food For Thought 22 Domestic M&A Market Summary

William Blair

U.S. Valuation Trends

Median EV/EBITDA Multiples

Mid-Cap Overall Market

15.0x 12.0x 9.0x 6.0x

3.0x 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 LTM Mid-Cap 8.0x 8.9x 10.2x 10.9x 10.0x 9.4x 7.6x 10.0x 10.4x 9.6x 9.1x 9.4x 10.5x Overall Market 8.5x 9.1x 10.3x 11.0x 11.2x 9.0x 7.4x 9.9x 10.8x 9.7x 10.0x 11.2x 11.5x

Median EV/EBITDA Mid-Cap Multiples

$100M-$500M $500M-$1B 15.0x

10.0x

5.0x

0.0x

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 LTM $100M-$500M 7.7x 8.9x 10.4x 10.8x 10.0x 7.9x 7.3x 9.4x 9.3x 9.2x 10.8x 9.2x 10.1x $500M-$1B 9.3x 9.1x 9.8x 11.6x 10.1x 9.5x 9.4x 10.3x 10.2x 10.2x 12.2x 9.8x 10.5x

Average Acquisition Premiums

1-Week Premium 4-Week Premium

50%

40%

30%

20% 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 LTM 1-Week Premium 36% 32% 28% 26% 26% 27% 36% 38% 34% 36% 36% 23% 31% 31% 4-Week Premium 38% 40% 32% 31% 31% 29% 37% 41% 38% 39% 39% 30% 34% 35% Notes: Data limited to a range of 1 to 100 and LTM is as of March 31, 2015 Sources: Dealogic and William Blair’s mergers-and-acquisitions market analysis. Data represents announced deals only

Food For Thought Domestic M&A Market Summary 23

William Blair

U.S. Equity Capital Markets Summary

Historical IPO Issuance

243 250

200 175 139 150 95 105 100 70 54 63 56 63 54 56 39 50 48 28 35 25 50 24 13 19 20 21 21 24 0 2009 2010 2011 2012 2013 2014 2014 2015 1Q 2Q Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 YTD YTD 11 11 11 11 12 12 12 12 13 13 13 13 14 14 14 14 15

Historical Follow-On Issuance

657 700 612 564 600 506 470 500 399 400 300 227 227 198 193 198 152 173 183 200 135 128 130 127 139 120 86 98 115 111 100 50 0 2009 2010 2011 2012 2013 2014 2014 2015 Q1 2Q Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 YTD YTD 11 11 11 11 12 12 12 12 13 13 13 13 14 14 14 14 15

Note: Excludes follow-on offerings for CLEFs, REITs, and SPACs

IPO Pricings by Sector – Last 4 Quarters: Follow-on Pricings by Sector – Last 4 Quarters:

243 Total Deals 694 Total Deals

5 16 57 Business Services 94 Business Services 51 55 29 Consumer Consumer 55 Financial Financial

21 Healthcare 179 Healthcare Industrial Industrial 201 82 Technology Technology

Sources: Dealogic and William Blair’s mergers-and-acquisitions market analysis

Food For Thought 24 U.S. Equity Capital Markets Summary

William Blair

Debt Capital Markets Summary

Average Equity Contribution

Less than $50 million EBITDA More than $50 million EBITDA 50% 47% 46% 46% 45% 43% 41% 43% 41% 40% 40% 41% 38% 38% 40% 39% 40% 36% 37% 35% 37% 37% 36% 34% 33% 31% 32% 32% 32% 30% 29% 30% 30%

20%

10%

0% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD

Quarterly LBO Debt Multiples – Less Than $50 Million EBITDA

Total Debt/EBITDA Senior Debt/EBITDA

7.0x 7.0x

6.0x 6.0x 4.9x 4.8x 5.0x 5.1x 4.8x 5.0x 4.2x 5.0x 4.4x 4.4x 4.2x 3.8x 5.1x 3.8x 4.0x 5.0x 3.7x 4.8x 4.8x 4.0x 4.5x 3.4x 4.0x 4.0x 3.8x 3.0x 3.7x 3.0x 3.3x 3.2x 3.8x 3.1x 3.7x 2.2x 2.0x 2.0x 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Quarterly LBO Debt Multiples – Greater Than $50 Million EBITDA

Total Debt/EBITDA Senior Debt/EBITDA

7.0x 6.8x 7.0x 5.5x 6.6x 6.0x 5.3x 5.6x6.0x 5.1x 4.8x 4.9x 5.7x 5.3x 4.8x 4.3x 5.6x 5.0x 4.5x 4.4x 5.5x 5.0x 5.0x 4.0x 4.9x 4.0x 4.0x 4.4x 3.9x 4.0x 2.6x 3.0x 3.5x 3.0x 3.1x 2.9x 2.6x 2.9x 2.0x 2.0x 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Sources: Dealogic and Standard & Poor’s as of March 31, 2015

Food For Thought Debt Capital Markets Summary 25

William Blair

William Blair Food & Beverage and Food Convenience & Retail Investment Banking

Food & Beverage Production Jim Bertram is the global head of the firm’s consumer and retail investment banking group. Before joining William Blair in 2006, he was the co-head of Banc of America Securities’ global consumer products investment banking practice. In this role, he assisted domestic and international consumer products manufacturers and distributors in executing mergers and acquisitions and raising debt and equity capital through both public and private market transactions. Before joining Banc of America Securities, he was responsible for leading Deutsche Bank Alex. Brown’s food-and-beverage investment banking activity. Before working at Deutsche Bank Alex. Brown, he was vice president in the corporate finance department at George K. Baum & Company, an investment and merchant banking firm where he advised clients in executing public equity offerings, mergers and acquisitions, and private debt placements. Mr. Bertram began his career in investment banking at Salomon Brothers. Mr. Bertram graduated with highest honors from the University of Illinois with a B.S. in finance. [email protected] +1 312 364 5426

Brent Smith is a managing director in the consumer and retail group. Since joining William Blair in 2000, Mr. Smith has also been a member of the firm’s mergers-and-acquisitions practice and currently heads William Blair’s consumer M&A effort. Over this period, he has worked on a range of public and private M&A, primarily in the consumer and industrial sectors, totaling more than $18 billion in aggregate transaction value. Mr. Smith’s financial advisory experience includes sell-side and buy-side transactions, corporate divestitures, take-private transactions, strategic options studies, valuations, fairness opinions, and special committee situations. Mr. Smith is a member of William Blair’s Fairness Opinion Committee. Before joining William Blair, Mr. Smith worked at both Lehman Brothers and Heitman Financial. Mr. Smith holds an M.B.A. with honors from the University of Chicago and a B.B.A. with high distinction from the University of Michigan. [email protected] +1 312 364 5392

Adam Filkin joined William Blair in 2007 and is a managing director in the consumer and retail investment banking group. Mr. Filkin has extensive transaction experience across numerous consumer verticals, including food, consumer products, and personal care. He joined William Blair from Banc of America Securities, the investment banking arm of Bank of America. Mr. Filkin spent three years at Banc of America, serving as an associate in the consumer and retail practice. Before joining Banc of America, Mr. Filkin was a manager at A.T. Kearney, focusing on growth strategies and operational improvement studies for consumer and retail companies. He has more than 10 years of experience working with consumer and retail companies. Mr. Filkin holds an M.B.A. with a concentration in finance from the University of Chicago and holds a B.S.E. in chemical engineering from the University of Michigan. [email protected] +1 312 364 8077

Food For Thought 26 William Blair Food & Beverage and Food Convenience & Retail Investment Banking

William Blair

Food & Convenience Retail Tim Carroll joined William Blair in 2002 and serves as a managing director in the consumer and retail investment banking group. He joined William Blair from Andersen Corporate Finance LLC, the investment banking arm of Andersen. Mr. Carroll spent four years at Andersen, serving as a national director and managing director/co-head of the products and business services industry team. Before joining Andersen, he was a founder and principal of Wyndam Capital, a broker-dealer serving middle-market companies, and a founder and principal of a $120 million private-equity fund. Mr. Carroll has served on the board of directors for seven privately held businesses and has more than 27 years of investment banking experience, 7 years of commercial banking experience, and 2 years of commercial real estate experience. Mr. Carroll graduated with a B.S. in business finance from Indiana University. [email protected] +1 312 364 8532

Michael Siska is a managing director in the consumer and retail investment banking group at William Blair. He originally joined the firm in 2002 and then rejoined in 2006 after attaining his M.B.A. at the University of Chicago. Before joining William Blair, Mr. Siska worked in private equity for Allstate Private Equity in Chicago and 3i Group in London. He also spent five years in the products and business services industry group at Andersen Corporate Finance LLC, the investment banking arm of Andersen. He focuses on specialty retail, food retail, restaurants, and consumer services. Mr. Siska earned an M.B.A. from the University of Chicago and a B.S., with honors, from the University of Illinois at Urbana-Champaign. [email protected] +1 312 364 5393

Europe Alex Matthes is a managing director at William Blair. Before he joined William Blair in 2013, Mr. Matthes worked in Commerzbank’s M&A advisory team with a focus on consumer and retail. Before joining Dresdner Kleinwort in 2006 as vice president, he worked in the M&A department of Lazard as analyst and associate since 2000. Mr. Matthes studied business administration at the universities of Frankfurt and Cologne and obtained a master’s degree in business administration (Diplom Kaufmann) in 2000. [email protected] +49 69 509527 612 Beth Pickens is a managing director and head of European consumer banking. She joined William Blair in 2000 and has been located in William Blair’s London office since 2001. Ms. Pickens specializes in advising international consumer growth companies across consumer products, personal care, and consumer services. She is also an angel investor in early-stage consumer companies, including Bonobos.com and DefySupply.com. Ms. Pickens holds a master’s degree in business administration from the University of Chicago Graduate School of Business and a bachelor’s degree in finance from the University of Illinois at Urbana-Champaign. She also completed studies at the Université de Paris IV-Sorbonne. A Chicago native, she lives in London with her husband and children. [email protected] +44 20 7868 4479

Food For Thought William Blair Food & Beverage and Food Convenience & Retail Investment Banking 27

William Blair

Recent William Blair Consumer & Retail Transactions

Not Disclosed Not Disclosed $6,000,000,000 $500,000,000 $223,905,000

has been acquired by has been acquired by has acquired has acquired Tricor Pacific Roark Capital Group Big Heart Pet Brands Del Taco Inc. Follow-on Offering Capital, Inc. April 2015 April 2015 March 2015 March 2015 February 2015

$120,750,000 Not Disclosed Not Disclosed Not Disclosed Not Disclosed

® has acquired has been acquired by has been acquired by has been acquired by Robert Bosch Tool One Rock Capital Knowlton Development Initial Public Offering Wasserstein & Co., LP Corporation, Garden & Partners Corporation Watering Business January 2015 December 2014 December 2014 December 2014 December 2014

Not Disclosed €220,000,000 $186,300,000 $139,840,000 $105,000,000

has been acquired by has been acquired by Frutarom Abris Capital Partners Follow-on Offering Follow-on Offering Follow-on Offering Industries Ltd. November 2014 November 2014 November 2014 November 2014 November 2014

$128,000,000 Not Disclosed Not Disclosed $108,235,280 $85,000,000

has been acquired by has been acquired by Growth Equity Monomoy Capital Post Holdings, Inc. Initial Public Offering Senior Credit Facility Recapitalization Partners November 2014 October 2014 October 2014 October 2014 September 2014

$53,117,980 Not Disclosed $156,543,750 Not Disclosed $123,214,290

has a strategic investment from has been acquired by Standard Chartered Peet’s Coffee & Tea / Follow-on Offering Follow-on Offering Initial Public Offering Private Equity Next World Capital September 2014 August 2014 August 2014 August 2014 July 2014

$89,125,000 $373,749,990 $171,646,263 $202,000,000 CAD$170,000,000

has been acquired by has been acquired by

Follow-on Offering Follow-on Offering Follow-on Offering Snyder’s Lance TreeHouse Foods, Inc.

July 2014 July 2014 June 2014 June 2014 May 2014

Not Disclosed $64,166,663 $132,050,000 $100,624,980 $61,300,000

has been acquired by has been acquired by The Hain Milner Milling, Inc. Initial Public Offering Initial Public Offering Initial Public Offering Celestial Group May 2014 May 2014 April 2014 April 2014 April 2014

Food For Thought 28 Recent William Blair Consumer & Retail Transactions

William Blair

William Blair Consumer & Retail Coverage

Mark Miller, CFA +1 312 364 8498 Sharon Zackfia, CFA +1 312 364 5386 Broad Assortment and Hardlines, Apparel and Accessories, Leisure, Restaurants E-commerce, Health, Beauty, and Convenience Company Ticker Company Ticker Amazon.com AMZN BJ’s Restaurants BJRI Blue Nile NILE Bloomin’ Brands BLMN Cabela’s CAB CarMax KMX Costco Wholesale Corporation COST Carnival Corporation CCL CVS Health Corporation CVS Cheesecake Factory (The) CAKE Dick’s Sporting Goods DKS Chipotle Mexican Grill CMG Fairway Group Holdings FWM Dunkin’ Brands Group DNKN Fresh Market (The) TFM El Pollo Loco Holdings LOCO JD.com JD Harley-Davidson HOG MercadoLibre MELI Life Time Fitness LTM Natural Grocers by Vitamin Cottage NGVC Lululemon Athletica LULU Sportsman’s Warehouse Holdings SPWH Panera Bread Company PNRA Target Corporation TGT Papa Murphy’s Holdings FRSH Tractor Supply Company TSCO Potbelly PBPB Walgreens Boots Alliance WBA Royal Caribbean Cruises RCL Wal-Mart Stores WMT Sonic Corp. SONC Wayfair Inc. W Starbucks Corporation SBUX Whole Foods Market WFM Tilly’s TLYS Zulily ZU Tumi Holdings TUMI Under Armour UA Urban Outfitters URBN Zoe’s Kitchen ZOES Zumiez ZUMZ Jon Andersen, CFA +1 312 364 8697 Daniel Hofkin, Analyst +1 312 364 8965 Consumer Products Hardlines, Specialty Retail AptarGroup ATR Advance Auto Parts AAP Boulder Brands BDBD AutoZone AZO Church & Dwight CHD Bed Bath & Beyond BBBY Colgate-Palmolive Company CL Luxottica Group LUX Scotts Miracle-Gro Company (The) SMG Mattress Firm Holding Corp. MFRM Fox Factory Holding Corp. FOXF O’Reilly Automotive ORLY Inventure Foods SNAK PetSmart PETM J&J Snack Foods JJSF Regis Corporation RGS J.M. Smucker Company (The) SJM Restoration Hardware Holdings RH Jarden Corporation JAH Ross Stores ROST Kellogg Company K Steiner Leisure STNR Keurig Green Mountain GMCR TJX Companies (The) TJX Mead Johnson Nutrition Company MJN Ulta Salon, Cosmetics & Fragrance ULTA Perrigo Company PRGO Williams-Sonoma WSM Prestige Brands Holdings PBH Procter & Gamble Company (The) PG SodaStream International SODA Tempur Sealy International TPX TreeHouse Foods THS

Amy Noblin, Analyst +1 415 248 2874 Apparel and Accessories Abercrombie & Fitch ANF Nordstrom JWN Coach COH Tiffany & Co. TIF DSW DSW Tumi Holdings TUMI Francesca’s Holdings FRAN Vera Bradley VRA Michael Kors Holdings KORS Vince Holding Corp. VNCE

Food For Thought William Blair Consumer & Retail Coverage 29

William Blair

Notes

Food For Thought 30 Notes

William Blair

Disclosures

William Blair is a trade name for William Blair & Company, L.L.C. and William Blair International, Limited. William Blair & Company, L.L.C., is a Delaware company and is regulated by the Securities and Exchange Commission, The Financial Industry Regulatory Authority, and other principal exchanges. William Blair International Limited is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom. William Blair & Company® only offers products and services where it is permitted to do so. Some of these products and services are only offered to persons or institutions situated within the United States and are not offered to persons or institutions outside of the United States. This material has been approved for distribution in the United Kingdom by William Blair International Limited, Regulated by the Financial Conduct Authority (FCA), and is directed only at, and is only made available to, persons falling within COB 3.5 and 3.6 of the FCA Handbook (being “Eligible Counterparties” and Professional Clients). This Document is not to be distributed or passed on to any “Retail Clients.” No persons other than persons to whom this document is directed should rely on it or its contents or use it as the basis to make an investment decision. William Blair & Company | 222 West Adams Street | Chicago, Illinois 60606 | +1 312 236 1600 | williamblair.com April 15, 2015 Food For Thought Disclosures 31

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. About William Blair From 2010-2014, the investment banking group completed more than 330 merger-and- Investment Banking acquisition transactions worth $73 billion in value, involving parties in 36 countries and five continents, was an underwriter on more than 20% of all U.S. initial public offerings, and raised nearly $100 billion in public and private financing.