M&A Market Overview

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Consumer & Retail Industry M&A Update January 2017 Consumer & Retail M&A Update | January 2017 Consumer & Retail Industry Update

. For 2016, strategic buyers accounted for 85% of Consumer and Retail M&A transactions. During 2015, strategic buyers accounted for 90% of the transactions. . Many Consumer and Retail categories continue to outperform the S&P 500. . Select recent notable publicly announced M&A transactions: o Symantec Corporation signed a definitive agreement to acquire LifeLock, Inc. for approximately $2.3 billion. o Samsung Electronics America, Inc. entered into a definitive agreement to acquire Harman International Industries, Incorporated for $8 billion in cash. o Bain Capital L.P. and Bow Street, LLC entered into a definitive agreement to acquire Blue Nile Inc. for approximately $490 million. o American Axle & Manufacturing Holdings Inc. entered into a definitive agreement to acquire Metaldyne Performance Group Inc. for approximately $1.5 billion. o Polaris Industries Inc. entered into an agreement to acquire Transamerican Auto Parts Company, LLC for approximately $670 million. o Bass Pro Group, LLC entered into a definitive agreement to acquire Cabela's Incorporated for $4.6 billion. o Eldorado Resorts, Inc. entered into a definitive merger agreement to acquire Isle of Capri Casinos, Inc. for approximately $990 million.

1 Consumer & Retail M&A Update | January 2017 U.S. Consumer & Retail Industry - M&A Market Overview U.S. Consumer & Retail transaction activity has been strong

U.S. Consumer & Retail Transactions by Buyer Type U.S. Consumer & Retail Transaction Multiples

14.0x 120 12.3x 11.4x 12.0x 10.9x 10.7x 100 10.5x 10.6x 10.0x 9.1x 26 80 16 7.4x 29 8.0x 60 30 6 9 23 6.0x 40 10 72 72 4.0x 52 57 55 20 1.3x 34 40 39 2.0x 1.1x 1.0x 1.1x 0.5x 0.7x 0.9x 0.9x 0 0.0x 2009 2010 2011 2012 2013 2014 2015 2016 2009 2010 2011 2012 2013 2014 2015 2016

Strategic Financial EV / EBITDA EV / Revenue

Source: Capital IQ As of 1/30/2017 2 Consumer & Retail M&A Update | January 2017 Peakstone Consumer & Retail Index – Trading Statistics Consumer & Retail categories performed well compared to the S&P 500 Relative Stock Performance – Group 1

250%

200%

150% Apparel & Accessories: +110%

Consumer Electronics: +92% 100% Automotive: +84%

50% S&P 500: +73%

Consumer Services: +39% 0%

-50%

Peakstone Apparel & Accessories Index: VFC, UA, HBI, PVH, RL Peakstone Automotive Index: F, GM, GT, BWA, LEA Peakstone Consumer Electronics Index: HAR, GPRO, UEIC Peakstone Consumer Services Index: MCD, LVS, CCL, YUM, ARMK Source: Capital IQ As of 1/30/2017 3 Consumer & Retail M&A Update | January 2017 Peakstone Consumer & Retail Index – Trading Statistics Consumer & Retail categories performed well compared to the S&P 500 Comparable Valuation Trends – Enterprise Value / EBITDA – Group 1

30.0x

25.0x

20.0x Consumer Electronics: 17.2x

15.0x Consumer Services: 12.2x

S&P 500: 11.8x 10.0x Apparel & Accessories: 11.6x

5.0x Automotive: 7.1x

0.0x

Peakstone Apparel & Accessories Index: VFC, UA, HBI, PVH, RL Peakstone Automotive Index: F, GM, GT, BWA, LEA Peakstone Consumer Electronics Index: HAR, GPRO, UEIC Peakstone Consumer Services Index: MCD, LVS, CCL, YUM, ARMK Source: Capital IQ As of 1/30/2017 4 Consumer & Retail M&A Update | January 2017 Peakstone Consumer & Retail Index – Trading Statistics Consumer & Retail categories performed well compared to the S&P 500 Relative Stock Performance – Group 2

400%

350%

300%

250% Footwear: +161% 200% Retailing: +119% 150% Leisure Products: +95% 100% S&P 500: +73%

50% Home Improvement: +66%

-50%

Peakstone Footwear Index: NKE, SKX, WWW, DECK Peakstone Home Improvement Index: FHD, LOW, SHOS, LL Peakstone Leisure Products Index: HAMAT, HAS, PII, BC Peakstone Retailing Index: AMZN, TGT, LOW, BBY, M Source: Capital IQ As of 1/30/2017 5 Consumer & Retail M&A Update | January 2017 Peakstone Consumer & Retail Index – Trading Statistics Consumer & Retail categories performed well compared to the S&P 500 Comparable Valuation Trends – Enterprise Value / EBITDA – Group 2

25.0x

20.0x Retailing: 17.6x

Footwear: 15.3x 15.0x Home Improvement: 11.9x

10.0x S&P 500: 11.8x

Leisure Products: 11.6x

5.0x

0.0x

Select Public Trading Comparables

($ in millions) Market Enterprise Enterprise Value / Forward Gross EBITDA Company Name Cap Value Revenue EBITDA EBIT P/E Ratio Margin % Margin %

Apparel, Accessories and Luxury V.F. Corporation $21,571 $23,922 1.9x 11.9x 13.8x 15.8x 48% 16% Under Armour, Inc. $12,339 $13,233 2.8x 23.2x 30.3x 47.6x 47% 12% Hanesbrands Inc. $8,640 $12,318 2.1x 12.5x 13.9x 10.9x 38% 17% PVH Corp. $7,517 $10,179 1.2x 9.5x 13.4x 13.3x 52% 13% Ralph Lauren Corporation $7,363 $7,396 1.0x 7.3x 10.6x 16.5x 57% 14% Apparel, Accessories and Luxury Median $8,640 $12,318 1.9x 11.9x 13.8x 15.8x 48% 14%

Automotive and Componments Ford Motor Co. $50,109 $163,134 1.1x 9.4x 17.6x 7.8x 12% 10% General Motors Company $56,417 $114,308 0.7x 5.4x 9.6x 6.2x 13% 12% The Goodyear Tire & Rubber Company $8,043 $13,323 0.9x 5.7x 8.1x 7.6x 27% 15% Lear Corp. $9,957 $10,700 0.6x 5.4x 6.6x 9.6x 12% 10% BorgWarner Inc. $8,475 $10,652 1.2x 7.0x 9.3x 11.8x 21% 17% Automotive and Componments Median $9,957 $13,323 0.9x 5.7x 9.3x 7.8x 13% 12%

Consumer Electronics Harman International Industries, Inc. $7,727 $8,542 1.2x 10.1x 13.6x 15.8x 31% 12% GoPro, Inc. $1,324 $1,099 1.0x NM NM NM 35% -32% Universal Electronics Inc. $959 $946 1.4x 16.1x 28.0x 20.2x 26% 9% Consumer Electronics Median $1,324 $1,099 1.2x 13.1x 20.8x 18.0x 31% 9%

Consumer Services McDonald's Corp. $101,937 $125,677 5.0x 13.6x 16.3x 20.5x 41% 37% Las Vegas Sands Corp. $44,500 $53,690 4.8x 14.9x 21.0x 21.6x 78% 32% Carnival Corporation $38,544 $47,395 2.9x 10.0x 15.7x 14.8x 43% 29% Yum! Brands, Inc. $23,551 $29,906 2.3x 9.8x 12.9x 24.3x 29% 23% Aramark $8,236 $13,404 0.9x 10.8x 17.9x 17.7x 11% 9% Consumer Services Median $38,544 $47,395 2.9x 10.8x 16.3x 20.5x 41% 29%

Source: Capital IQ As of 1/18/2017 7 Consumer & Retail M&A Update | January 2017 Public Trading Comparables by Sector

Select Public Trading Comparables

($ in millions) Market Enterprise Enterprise Value / Forward Gross EBITDA Company Name Cap Value Revenue EBITDA EBIT P/E Ratio Margin % Margin %

Footwear NIKE, Inc. $88,763 $86,357 2.6x 16.7x 19.3x 22.1x 45% 15% Skechers U.S.A., Inc. $3,990 $3,477 1.0x 7.5x 8.8x 14.1x 46% 13% Wolverine World Wide Inc. $2,315 $2,845 1.1x 11.3x 13.8x 16.4x 39% 10% Deckers Outdoor Corp. $1,893 $2,093 1.1x 8.8x 11.2x 13.9x 46% 13% Footwear Median $3,152 $3,161 1.1x 10.0x 12.5x 15.2x 46% 13%

Home Improvement The Home Depot, Inc. $165,585 $184,877 2.0x 12.4x 14.2x 19.6x 34% 16% Lowe's Companies, Inc. $62,960 $77,181 1.2x 10.2x 13.0x 16.3x 35% 12% Home Improvement Median $114,272 $131,029 1.6x 11.3x 13.6x 17.9x 34% 14%

Leisure Products Mattel, Inc. $10,573 $12,709 2.3x 14.6x 20.9x 20.1x 48% 16% Hasbro Inc. $10,628 $11,536 2.4x 12.0x 14.2x 20.2x 53% 19% Polaris Industries Inc. $5,569 $5,883 1.3x 10.4x 14.6x 17.8x 26% 13% Brunswick Corporation $4,998 $5,012 1.1x 8.9x 10.9x 14.4x 27% 13% Leisure Products Median $8,071 $8,710 1.8x 11.2x 14.4x 19.0x 38% 14%

Retailing Amazon.com, Inc. $384,752 $385,393 3.0x 35.5x 97.7x 113.2x 35% 9% Lowe's Companies, Inc. $62,960 $77,181 1.2x 10.2x 13.0x 16.3x 35% 12% Target Corp. $39,847 $51,442 0.7x 6.9x 9.8x 13.1x 30% 11% Macy's, Inc. $9,140 $16,186 0.6x 5.4x 8.3x 9.7x 39% 12% Retailing Median $51,403 $64,311 1.0x 8.6x 11.4x 14.7x 35% 11%

Consumer and Retail Total Median $9,299 $12,821 1.4x 11.0x 13.7x 16.9x 36% 14%

Source: Capital IQ As of 1/18/2017 8 Consumer & Retail M&A Update | January 2017 Selected Consumer & Retail Industry Transactions

Selected Consumer and Retail Transactions

Transaction EV / Date Target / Issuer Size ($mm) Buyers / Investors EBITDA Transaction Comments

Textron Inc. (NYSE:TXT) signed a definitive agreement to acquire Arctic Cat Inc. 01/25/2017 Arctic Cat Inc. (NasdaqGS:ACAT) $315 Textron Inc. (NYSE:TXT) - (NasdaqGS:ACAT) for approximately $240 million in cash on January 24, 2017. As a consideration, Textron Inc. (NYSE:TXT) will pay for the existing debt on Arctic Cat Inc.

Symantec Corporation (NasdaqGS:SYMC) signed a definitive agreement to acquire LifeLock, Inc. (NYSE:LOCK) for $2.3 billion on November 20, 2016. Symantec Corporation entered into 11/20/2016 LifeLock, Inc. (NYSE:LOCK) $2,528 Symantec Corporation (NasdaqGS:SYMC) 50.0x amendment agreement to acquire LifeLock, Inc. on January 16, 2017. As a part of consideration, Symantec will acquire 94.3 million shares of LifeLock for $24 per share. Symantec will also acquire 3.2 million RSUs of LifeLock at $24 per share. National Tobacco Company, L.P. signed a definitive agreement to acquire Smoke Free Technologies, Inc. from Timothy B. Campbell, Thomas J. Metzler, Timothy B. Cady, Mark M. 11/17/2016 Smoke Free Technologies, Inc. $27 National Tobacco Company, L.P. 3.9x Howard, and Sheilla V. Andrin for $27 million on November 17, 2016. The purchase price will be satisfied through $4 million in cash at closing, $19 million as installment payment. Samsung Electronics America, Inc. entered into a definitive agreement to acquire Harman International Industries, Incorporated (NYSE:HAR) for $8 billion in cash on November 14, 2016. Harman International Industries, 11/14/2016 $9,375 Samsung Electronics America, Inc. 10.4x Under the terms, the consideration includes $112 for each share and restricted stock unit of Incorporated (NYSE:HAR) Harman in cash. Samsung Electronics will also acquire 0.62 million options valued at $23.56 million, being the difference of offer price of $112 and exercise price of $74.19. An investor group comprising of Bain Capital Fund XI, L.P. managed by Bain Capital Private Equity, LP and Bow Street, LLC entered into a definitive agreement to acquire Blue Nile Inc. 11/07/2016 Blue Nile Inc. (NasdaqGS:NILE) $497 Bain Capital Private Equity, LP; Bow Street, LLC 28.3x (NasdaqGS:NILE) for approximately $490 million on November 6, 2016. Under the terms of transaction, Blue Nile Inc. shares shall be purchased for $40.75 each.

American Axle & Manufacturing Holdings Inc. (NYSE:AXL) entered into a definitive agreement to Metaldyne Performance Group Inc. American Axle & Manufacturing Holdings Inc. 11/03/2016 $3,418 6.9x acquire Metaldyne Performance Group Inc. (NYSE:MPG) from American Securities, Levin Capital (NYSE:MPG) (NYSE:AXL) Strategies, L.P. and others for $1.5 billion on November 3, 2016.

Lippert Components, Inc. entered into an agreement to acquire seating and chassis component Atwood Mobile Products LLC, Seating 10/27/2016 $13 Lippert Components, Inc. - business from Atwood Mobile Products LLC for $12.5 million on October 27, 2016. The and Chassis Component Business consideration will be funded from available cash and will be paid at closing.

Restaurant Brands New Zealand Ltd. (NZSE:RBD) entered into an agreement to acquire Pacific 10/26/2016 Pacific Island Restaurants, Inc. $105 Restaurant Brands New Zealand Ltd. (NZSE:RBD) 5.5x Island Restaurants, Inc. for approximately $110 million on October 26, 2016.

HNA Tourism Holding (Group) Co., Ltd. entered into an agreement to acquire an approximately Hilton Worldwide Holdings Inc. 10/24/2016 $6,497 HNA Tourism Holding (Group) Co., Ltd. 12.5x 25% stake in Hilton Worldwide Holdings, Inc. (NYSE:HLT) from Blackstone Real Estate Partners (NYSE:HLT) VI, L.P.

Trans World Entertainment Corporation (NasdaqGM:TWMC) acquired etailz, Inc. from Josh 10/20/2016 9 Hotels in USA $73 Millitoons Entertainment Limited (BSE:540023) - Neblett and a group of other shareholders for $75 million on October 17, 2016. As per the terms of the deal, Trans World paid $34.7 million in cash and issued 5.7 million shares.

Source: Capital IQ 9 Consumer & Retail M&A Update | January 2017 Selected Consumer & Retail Industry Transactions (continued)

Selected Consumer and Retail Transactions

Transaction EV / Date Target / Issuer Size ($mm) Buyers / Investors EBITDA Transaction Comments

Polaris Industries Inc. (Delaware) entered into an agreement to acquire Transamerican Auto Trans World Entertainment Corporation 10/17/2016 etailz, Inc. $75 - Parts Company, LLC from group of shareholders for approximately $670 million on October 11, (NasdaqGM:TWMC) 2016.

Thai Union Group Public Company Limited (SET:TU) entered into securities purchase agreement 10/12/2016 Transamerican Auto Parts Company, LLC $665 Polaris Industries Inc. (Delaware) 9.0x to acquire 25% stake in Red Lobster Master Holdings, L.P from funds managed by Golden Gate Private Equity, Inc. and others for approximately $580 million on October 10, 2016.

Bass Pro Group, LLC entered into a definitive agreement to acquire Cabela's Incorporated Thai Union Group Public Company Limited 10/10/2016 Red Lobster Master Holdings, L.P. $575 8.8x (NYSE:CAB) for $4.6 billion on October 3, 2016. Bass Pro will pay $65.5 per share in cash. BPG (SET:TU) will also acquire 0.96 million RSU and 1.99 options of Cabela's.

Octavius Corporation entered into a definitive agreement to acquire Grand Design RV from Summit Partners LLP and others for approximately $500 million on October 2, 2016. Under the 10/03/2016 Cabela's Incorporated (NYSE:CAB) $9,386 BPS Direct, L.L.C. 19.9x terms of the agreement, Octavius will pay $395 million in cash and issue 4.6 million shares of Winnebago.

Piston Automotive, LLC acquired Irvin Automotive Products, Inc. from Takata Corporation 10/03/2016 Grand Design RV $503 Octavius Corporation 8.4x (TSE:7312) for approximately $180 million on September 28, 2016.

Eldorado Resorts, Inc. (NasdaqGS:ERI) entered into a definitive merger agreement to acquire 09/28/2016 Irvin Automotive Products, Inc. $175 Piston Automotive, LLC - Isle of Capri Casinos, Inc. (NasdaqGS:ISLE) for approximately $990 million on September 19, 2016.

MTY Food Group Inc. (TSX: MTY) entered into an agreement to acquire Bf Acquisition Holdings, Isle of Capri Casinos, Inc. 09/19/2016 $1,908 Eldorado Resorts, Inc. (NasdaqGS:ERI) 8.9x Llc for $27 million on September 9, 2016. The final purchase price remains subject to customary (NasdaqGS:ISLE) working capital adjustments.

Circle K Stores Inc. entered into a definitive merger agreement to acquire CST Brands, Inc. 09/09/2016 BF Acquisition Holdings, LLC $27 MTY Food Group Inc. (TSX:MTY) - (NYSE:CST) for approximately $3.7 billion in cash on August 21, 2016.

Domtar Corporation (NYSE:UFS) agreed to acquire HDIS Inc. from Dawn Grench for $55 million 08/22/2016 CST Brands, Inc. (NYSE:CST) $6,075 Circle K Stores Inc. 11.2x on August 18, 2016. As reported, the consideration includes cash payment of $45 million with a possible earn-out payment of up to $10 million.

FORM Holdings Corp. (NasdaqCM:FH) signed a definitive agreement to acquire XpresSpa from 08/18/2016 HDIS Inc. $55 Domtar Corporation (NYSE:UFS) - Mistral Equity Partners, L.P.,managed by Mistral Equity Partners LLC and other shareholders for $28.7 million on August 8, 2016.

Source: Capital IQ 10 Consumer & Retail M&A Update | January 2017 Selected Consumer & Retail Industry Transactions (continued)

Selected Consumer and Retail Transactions

Transaction EV / Date Target / Issuer Size ($mm) Buyers / Investors EBITDA Transaction Comments

Steinhoff International Holdings N.V. (JSE:SNH) entered into a definitive merger agreement to 08/08/2016 XpresSpa $29 FORM Holdings Corp. (NasdaqCM:FH) - acquire Mattress Firm Holding Corp. (NasdaqGS : MFRM) for approximately $2.4 billion from a group of sellers on August 6, 2016.

HMSHost signed an agreement to acquire Stellar Partners, Inc. for $12 million on August 5, 2016. 08/07/2016 Mattress Firm Holding Corp. $2,982 Steinhoff International Holdings N.V. (JSE:SNH) 16.0x Stellar Partners will be a wholly owned subsidiary of HMSHost.

Spin Master Corp. (TSX:TOY) acquired Swimways Corporation from David Arias, Jeff Arias, Chris 08/05/2016 Stellar Partners, Inc. $12 HMSHost Corporation - Arias, Jennifer Adamson, Elizabeth Skrobiszewski Humes and Tina Rivera for $93.5 million in cash on August 1, 2016.

Compass Diversified Holdings LLC (NYSE:CODI) and the management entered into a definitive 08/02/2016 Swimways Corporation $94 Spin Master Corp. (TSX:TOY) - agreement to acquire 5.11, Inc. from TA Associates Management, L.P and others for $400 million on July 29, 2016.

Z Capital Management LLC made an offer to acquire the remaining 58.9% stake in Affinity 08/01/2016 5.11, Inc. $400 Compass Diversified Holdings LLC (NYSE:CODI) 10.5x Gaming from Silver Point Capital L.P. and others for approximately $210 million on July 29, 2016.

Leshi Internet Information & Technology Corp., Beijing (SZSE:300104) (LeEco) entered into a 08/01/2016 Affinity Gaming $591 Z Capital Management LLC 9.5x definitive agreement to acquire VIZIO, Inc. for $2 billion in cash on July 26, 2016.

Leshi Internet Information & Technology Corp., Apollo Global Management, LLC (NYSE:APO) entered into a definitive agreement to acquire 07/26/2016 VIZIO, Inc. $2,052 24.0x Beijing (SZSE:300104) Outerwall Inc. (NasdaqGS:OUTR) for approximately $900 million in cash on July 24, 2016.

Patrick Industries Inc. (NasdaqGS:PATK) acquired L.S. Manufacturing, Inc.for $11 million on July 07/25/2016 Outerwall Inc. $1,376 Apollo Global Management, LLC (NYSE:APO) 3.5x 5, 2016.

Thor Industries Inc. (NYSE:THO) acquired substantially all of the assets of Jayco, Inc. from 07/05/2016 Vacuplast, LLC $11 Patrick Industries Inc. (NasdaqGS:PATK) - Bontrager family for approximately $580 million in cash on June 30, 2016.

Apollo Overseas Partners VIII, L.P., Apollo Investment Fund VIII, L.P., Apollo Investment Fund VIII, L.P. and Apollo Overseas Partners (Delaware) VIII, L.P. funds of Apollo Global Management, 07/01/2016 Jayco, Inc. $582 Thor Industries Inc. (NYSE:THO) - LLC (NYSE:APO) entered into a definitive agreement to acquire Diamond Resorts International, Inc. (NYSE:DRII) for $2.2 billion on June 29, 2016.

Source: Capital IQ 11 Consumer & Retail M&A Update | January 2017 Selected Consumer & Retail Industry Transactions (continued)

Selected Consumer and Retail Transactions

Transaction EV / Date Target / Issuer Size ($mm) Buyers / Investors EBITDA Transaction Comments

Mill Road Capital II, L.P. managed by Mill Road Capital made an offer to acquire remaining 90.2% 06/29/2016 Diamond Resorts International, Inc. $3,403 Apollo Global Management, LLC (NYSE:APO) 9.2x stake in Skullcandy, Inc. (NasdaqGS:SKUL) for approximately $160 million on June 24, 2016.

MGM Resorts International (NYSE:MGM) entered into a definitive agreement to acquire additional 06/24/2016 Skullcandy, Inc. $176 Mill Road Capital 11.7x 49% stake in Marina District Development Holding Co., LLC from Boyd Atlantic City Inc. for $600 million on May 31, 2016.

Lubert-Adler Partners, LP, Rockpoint Group, L.L.C., Eastern Real Estate LLC and New England Marina District Development Holding Co., 05/31/2016 $600 MGM Resorts International (NYSE:MGM) 5.8x Development, Inc. agreed to acquire IHMS (Boston) LLC from United Overseas Holding Inc. on LLC May 30, 2016.

New England Development, Inc.; Lubert-Adler MTY Food Group Inc. (TSX:MTY) entered into an agreement to acquire Kahala Corp. 05/30/2016 IHMS (Boston) LLC $125 Partners, LP; Rockpoint Group, L.L.C.; Eastern - (OTCPK:KAHL) from Delavaco Group, Serruya Private Equity, and others for approximately $300 Real Estate LLC million in cash and stock on May 25, 2016.

Standard Motor Products Inc. (NYSE:SMP) signed a definitive agreement to acquire automotive 05/25/2016 Kahala Brands, Ltd. (OTCPK:KAHL) $340 MTY Food Group Inc. (TSX:MTY) 10.4x ignition wire business from General Cable Corporation (NYSE:BGC) for approximately $71 million on May 23, 2016.

General Cable Corporation, Automotive Cotton Parent, Inc. entered into a definitive merger agreement to acquire Krispy Kreme 05/23/2016 $71 Standard Motor Products Inc. (NYSE:SMP) - Ignition Wire Business Doughnuts, Inc. (NYSE:KKD) for $1.3 billion in cash on May 8, 2016.

SBE Entertainment Group, LLC entered into a definitive agreement to acquire Morgans Hotel Group Co. (NasdaqGM:MHGC) from Yucaipa American Alliance Fund II, L.P. managed by The 05/09/2016 Krispy Kreme Doughnuts, Inc. $1,348 Cotton Parent, Inc. 18.1x Yucaipa Companies, LLC, OTK Associates LLC, Pine River Capital Management L.P., Vector Group Ltd. (NYSE:VGR), Accommodations Acquisition Corporation and others for a enterprise value of approximately $790 million on May 9, 2016.

Morgans Hotel Group Co. Lindblad Expeditions Holdings Inc. (NasdaqCM:LIND) acquired 80.1% stake in Natural Habitat, 05/09/2016 $794 SBE Entertainment Group, LLC - (NasdaqGM:MHGC) Inc. from Gaiam Inc. (NasdaqGM:GAIA) and Ben Bressler for $200.02 million on May 4, 2016.

Lindblad Expeditions Holdings Inc. Gildan Activewear Inc. (TSX:GIL) enter into a definitive agreement to acquire A and G, Inc. from 05/05/2016 Natural Habitat, Inc. $20 6.8x (NasdaqCM:LIND) Ennis Inc. (NYSE:EBF) for $110 million in cash on May 4, 2016.

Quantum International Income Corp. (TSXV:QIC) entered into a letter agreement to acquire 51% 05/04/2016 A and G, Inc. $109 Gildan Activewear Inc. (TSX:GIL) 5.8x stake in Lucky Bucks Inc. from an undisclosed Georgia based individual for $13.5 million on April 26, 2016.

Source: Capital IQ 12 Consumer & Retail M&A Update | January 2017 Selected Consumer & Retail Industry Transactions (continued)

Selected Consumer and Retail Transactions

Transaction EV / Date Target / Issuer Size ($mm) Buyers / Investors EBITDA Transaction Comments

Pinnacle Entertainment Inc. (NasdaqGS:PNK) entered into a definitive agreement to acquire The 04/27/2016 Lucky Bucks Inc. $14 Quantum International Income Corp. (TSXV:QIC) - Meadows Racetrack and Casino from GLP Capital, L.P. for approximately $140 million on March 29, 2016.

Sun Communities Inc. (NYSE:SUI) entered into an agreement to acquire Carefree Communities 03/29/2016 PA Meadows, LLC $138 Pinnacle Entertainment, Inc. (NasdaqGS:PNK) 6.4x Inc. from Centerbridge Capital Partners II, L.P. fund managed by Centerbridge Partners, L.P. for $1.7 billion in cash and stock on March 22, 2016.

Red Robin Gourmet Burgers Inc. (NasdaqGS:RRGB) acquired 13 Red Robin Franchised 03/22/2016 Carefree Communities Inc. $1,682 Sun Communities Operating Limited Partnership - Restaurants in Texas from Cowboy Red, L.C, Cowgirl Red, LLC, and Texas Red Real Estate, Ltd. and Robert Y Reynolds and Carolyn Frost Keenan for $40 million on March 21, 2016.

13 Red Robin Franchised Restaurants in Red Robin Gourmet Burgers Inc. Compass Group USA, Inc. acquired CulinArt Inc. for approximately £110 million on February 26, 03/21/2016 $40 - Texas (NasdaqGS:RRGB) 2016. CulinArt had revenues of $265 million (£178.741 million) in 2015.

Patrick Industries Inc. (NasdaqGS:PATK) acquired the assets of The Progressive Group for $11 03/04/2016 CulinArt Group, Inc. $149 Compass Group USA, Inc. - million on March 3, 2016.

Samsonite International S.A. (SEHK:1910) acquired Tumi Holdings, Inc. (NYSE:TUMI) for $1.8 03/03/2016 The Progressive Group $11 Patrick Industries Inc. (NasdaqGS:PATK) - billion from Doughty Hanson & Co. Fund IV, L.P., fund of Doughty Hanson & Co. and other investors in cash on March 3, 2016.

IEH FM Holdings LLC proposed to acquire remaining 18.01% stake in Federal-Mogul Holdings 03/03/2016 Tumi Holdings, Inc. $1,824 Samsonite International S.A. (SEHK:1910) 14.2x Corporation (NasdaqGS:FDML) for approximately $240 million in cash on February 28, 2016.

LKQ Corp. (NasdaqGS:LKQ) entered into a definitive agreement to acquire Pittsburgh Glass Federal-Mogul Holdings Corporation 02/29/2016 $282 IEH FM Holdings LLC 6.6x Works LLC from Kohlberg & Company, L.L.C. and PPG Industries, Inc. (NYSE:PPG) for (NasdaqGS:FDML) approximately $640 million on February 26, 2016.

ZG Ventures, LLC along with certain shareholders of Cricket Media Group Ltd. (TSXV:CKT) 02/29/2016 Pittsburgh Glass Works LLC $635 LKQ Corp. (NasdaqGS:LKQ) - entered into an arrangement agreement to acquire Cricket Media Group Ltd. (TSXV:CKT) for CAD 6.1 million in cash on February 26, 2016.

Century Tokyo Leasing Corporation (TSE:8439) agreed to acquire the remaining 68% stake in 02/29/2016 Flair Interiors, Inc. $8 Lippert Components, Inc. - CSI Leasing, Inc. from Kenneth B. Steinback, E. William Gillula and 83 other individuals for ¥23 billion on February 22, 2016.

Source: Capital IQ 13 Consumer & Retail M&A Update | January 2017 Selected Consumer & Retail Industry Transactions (continued)

Selected Consumer and Retail Transactions

Transaction EV / Date Target / Issuer Size ($mm) Buyers / Investors EBITDA Transaction Comments

Amer Sports Corp. (HLSE:AMEAS) agreed to acquire ENVE Composites, LLC for $50 million in 02/26/2016 Cricket Media Group Ltd. $32 ZG Ventures, LLC - cash on February 22, 2016. E

The Vistria Group, Lp, Apollo Investment Fund VIII, L.P., a fund of Apollo Global Management, LLC (NYSE:APO) and Najafi Companies and entered into an agreement and plan of merger to 02/22/2016 CSI Leasing, Inc. $203 Tokyo Century Corporation (TSE:8439) - acquire Apollo Education Group, Inc. (NasdaqGS:APOL) for $1.1 billion in cash on February 7, 2016.

Vtech Holdings Ltd. (SEHK:303) entered into a merger agreement to acquire LeapFrog 02/22/2016 ENVE Composites, LLC $50 Amer Sports Corp. (HLSE:AMEAS) - Enterprises Inc. (NYSE:LF) from Blue Pacific Partners, LLC, Franklin Templeton Investments Corp. and other shareholders for $73.3 million in cash on February 5, 2016.

Apollo Education Group, Inc. Apollo Global Management, LLC (NYSE:APO); 02/08/2016 $1,159 2.0x WABCO Holdings Inc. (NYSE:WBC) acquired MICO, Inc. for $74.5 million on February 1, 2016. (NasdaqGS:APOL) Najafi Companies; The Vistria Group, LLC

Lippert Components, Inc. acquired business and certain assets of the pontoon furniture 02/05/2016 LeapFrog Enterprises Inc. $93 Vtech Holdings Ltd. (SEHK:303) - manufacturing operation from Highwater Marine, LLC for $10 million on January 27, 2016.

Brunswick Corporation (NYSE:BC) acquired Cybex International Inc. from UM Holdings Ltd., John 02/02/2016 MICO, Incorporated $75 WABCO Holdings Inc. (NYSE:WBC) - Aglialoro and Joan Carter for approximately $200 million on January 20, 2016. The purchase price is subject to a working capital adjustments.

Source: Capital IQ 14 Consumer & Retail M&A Update | January 2017 Peakstone Momentum

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15 Consumer & Retail M&A Update | January 2017 Contact Us

Peakstone is an investment bank that specializes in mergers and acquisitions advisory and capital raising for middle market clients. Our team is comprised of senior investment banking professionals who have decades of experience and have executed hundreds of transactions totaling billions of dollars. For additional information, visit www.peakstone.com or contact Alex Fridman at [email protected] or 312-204-7300.