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Macroeconomic & Market Update Proprietary and Confidential QUARTERLY REPORT MACROECONOMIC & MARKET UPDATE October 17, 2018 SEE SPECIAL REPORT: THE POWER OF OMNI CHANNEL (P. 8) DAVID SHIFFMAN CATHY LEONHARDT SCOTT MOSES JEFF DERMAN GREGORY GRAMBLING PATRICK FURLONG Managing Director Managing Director Managing Director Managing Director Director Director Co-Head of Retail Co-Head of Retail Head of Food Retail (212) 508-1625 (212) 508-1674 (212) 508-1643 (212) 508-1642 (212) 508-1660 (212) 508-1675 [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] To be added to the distribution list, please email Andrew Connolly at [email protected] Proprietary and Confidential TABLE OF CONTENTS SECTION I Special Report: The Power of Omni Channel 8 II Macroeconomic Update 15 II Financial and M&A Markets Update 27 III. Retail Market Update 32 V. Retail Trading and Operating Comparables Analysis 38 1 Proprietary and Confidential GLOBAL RETAIL GROUP Senior Team Peter J. Solomon Marc Cooper David Shiffman Cathy Leonhardt Michael Founder and Chief Executive Managing Director, Managing Director, Gottschalk Chairman Officer Co-Head of Retail Co-Head of Retail Managing Director, Head of Consumer Scott Moses Jeffrey Derman Gregory Patrick Furlong Flore Gimello Managing Director Managing Grambling Director Vice President Head of Food Director Director Retail & Restaurants Additional Team Members Gaurav Ghosh, Associate Eric Bormel, Associate We advise clients in all retail and . We are a globally recognized strategic advisor to leading retail, consumer sectors, including: consumer, apparel, footwear and e-commerce companies . Unparalleled breadth and depth of industry knowledge, relationships Branded Apparel, Grocery & Food Retail and execution experience Footwear & Accessories Health, Wellness & Beauty . Strategy is to be the dominant retail centric advisory group Consumer Products Home Improvement . Our expertise encompasses the convergence of retail, consumer, Department Stores / Jewelry / Luxury e-commerce and digital media Broadlines / Mass Merchants Off Price . Collaborative effort with our tech, media and telecom bankers to provide clients a unique cross-sector perspective and approach that Discount & Dollar Restaurants leverages their knowledge, insights and sector relationships Drug Chain Specialty Hardlines . Provide M&A, restructuring and financing advisory services to E-Commerce Specialty Softlines clients ranging from multi-national, large-capitalization corporations Fitness / Performance Sporting Goods/Outdoor to smaller, high-growth, privately-held companies Apparel 2 Proprietary and Confidential SELECTED RETAIL GROUP TRANSACTIONS PENDING PENDING PENDING PENDING PENDING PENDING €3,250,000,000 $437,000,000 Has sold select real estate assets to Has agreed to sell 185 stores’ pharmacy prescription files to Has divested and formed a joint venture with On its sale of Has agreed to be sold to newly Sale of Shop ‘n Save Assets to formed entity controlled by George Feldenkreis to to operate Serving as financial advisor to V.F. Serving as financial advisor to Serving as financial advisor to Serving as financial advisor to Serving as financial advisor to Serving as financial advisor to the Corporation SUPERVALU Hudson’s Bay Company Fred’s Genesco Special Committee of Perry Ellis OCTOBER 2018 SEPTEMBER 2018 A U G U S T 2018 AUGUST 2018 J U N E 2 0 1 8 M A Y 2 0 1 8 $275,000,000 $2,500,000,000 $558,000,000 Has acquired the remaining Has agreed to be sold to Has acquired the assets of Has been sold to outstanding equity interests of Has been sold to Senior Secured Credit Facility Served as co-financial advisor to Served as financial advisor to Bare Served as financial advisor to Charlesbank Capital Partners and Served as financial advisor to Served as financial advisor to the Served as financial advisor to Necessities Stein Mart Partners Group Charlesbank Special Committee of The Finish Line DSW M A R C H 2 0 1 8 M A R C H 2 0 1 8 FEBRUARY 2018 ** FEBRUARY 2018 NOVEMBER 2017 AUGUST 2017 $305,000,000 $788,000,000 Spin off of Has sold select assets to Has acquired Has agreed to acquire Has merged with Strategic investment by from Indiana Grocery Group Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Groupe Rocher Apollo Co-Manager Flight Club El Rancho Central Grocers AUGUST 2017 * * J U L Y 2 0 1 7 J U N E 2 0 1 7 ** M A Y 2 0 1 7 A P R I L 2 0 1 7 ** A P R I L 2 0 1 7 ** $3,900,000,000 $325,000,000 $446,000,000 $925,000,000 $840,000,000 $1 billion Senior Notes Senior Secured Credit Facilities $2.9 billion First Lien Term Loan Has sold select assets to Has been sold to $525 million Term Loan B $675 million First Lien Term Loan $315 million Delayed-Draw Fungible $250 million Second Lien Term Loan Term Loan B Served as joint Lead Arranger Served as financial advisor to Served as joint Lead Arranger Served as financial advisor to Served as joint Lead Arranger and Bookrunner Marsh Supermarkets and Bookrunner Nutraceutical International Corporation and Bookrunner Served as Co-Manager Reflects sell-side / strategic advisory engagements. 3 ** Natixis, a PJ SOLOMON affiliate, acted as the underwriting party on this transaction. Proprietary and Confidential SELECTED RETAIL GROUP TRANSACTIONS (CONT’D) ** A P R I L 2 0 1 7 M A R C H 2 0 1 7 M A R C H 2 0 1 7 FEBRUARY 2017 FEBRUARY 2017 JANUARY 2017 * $248,000,000 $174,200,000 Has been sold to Has divested Centre Lane Partners and Grand Has been sold to $30 million Revolving Credit Facility Has been sold to Wealth (subsidiary of Yue Yuen $165 million Term Loan Industrial (Holdings) Limited) have $53 million Commercial Mortgage to recapitalized Haggar, resulting in | Grand Wealth acquiring 100% of shares outstanding Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Kenneth Cole Productions and MBS Textbook Exchange and Served as restructuring advisor to Served as financial advisor to Haggar ModCloth Natixis provided real estate financing owner Leonard Riggio Nasty Gal on its Section 363 sale Finish Line DECEMBER 2016 DECEMBER 2016 NOVEMBER 2016 SEPTEMBER 2016 SEPTEMBER 2016 AUGUST 2016 $950,000,000 $145,000,000 $196,600,000 Has divested Has been sold to Has agreed to acquire 865 stores Has sold select pharmacy assets to Has been sold to and certain assets from Has acquired | Provided a fairness opinion to the Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Southeastern Grocers Mi Pueblo Tractor Supply Company HSNi Skullcandy Board of Directors of Fred’s Inc. J U N E 2 0 1 6 J U N E 2 0 1 6 M A Y 2 0 1 6 FEBRUARY 2016 FEBRUARY 2016 FEBRUARY 2016 $106,000,000 Formed a JV to distribute Calvin Klein, Tommy Hilfiger, Warner’s, Has sold its core business to Olga and Speedo in Mexico Has acquired Has been sold to Served as financial advisor to Brooks Served as financial advisor to Served as financial advisor to Served as restructuring advisor to Served as financial advisor to Served as financial advisor to Brothers regarding strategic alternatives Haggen PVH Quiksilver DSW RevZilla FEBRUARY 2016 JANUARY 2016 JANUARY 2016 NOVEMBER 2015 AUGUST 2015 J U L Y 2 0 1 5 $495,000,000 $59,000,000 Has sold Has acquired the remaining 55% Has agreed to acquire selected interest in the China joint venture for Pursued a strategic acquisition assets from Has acquired Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor on strategic Served as financial advisor to PVH Alex and Ani Chico’s FAS Key Foods alternatives to Fullbeauty Brands TJX * Terminated transactions. Reflects sell-side / strategic advisory engagements. 4 ** Natixis, a PJ SOLOMON affiliate, acted as the underwriting party on this transaction. Proprietary and Confidential LEADING APPAREL PJ SOLOMON SERVED AS COMPANY FINANCIAL ADVISOR TO VF RESHAPES ITS CORPORATION . Enabled VF to continue to reshape its brand PORTFOLIO OF portfolio to deliver sustainable, long-term growth and superior returns to shareholders ICONIC BRANDS . Offered deep footwear industry knowledge . Provided complex carve-out advisory services to VF announced it divested its Reef brand to The inform client of implications of transaction and Rockport Group, a portfolio company of offered innovative solutions Charlesbank Capital Partners, in October 2018 . Example of PJ SOLOMON’s commitment to achieving comprehensive strategic solutions for corporate clients, tailored to generate long- term shareholder value Founded in 1899, VF Corporation is a global leader in the design and distribution of branded lifestyle apparel, footwear and accessories with a market capitalization of ~$37 billion. VF’s portfolio includes iconic brands such as Vans, The North Face, Timberland, Wrangler, Lee and Dickies. With a heritage in surf culture and strength in sandals, Reef, which is headquartered in Carlsbad, CA, is an iconic beach lifestyle footwear and apparel brand. The Rockport Group is home to the Rockport, Aravon and Dunham brands. With its diverse assortment of men's and women's footwear, products from Rockport can be found in various retail channels in more than 50 countries worldwide. Based in Boston and New York, Charlesbank Capital Partners is a middle-market private equity investment firm managing more than $5 billion of capital. 5 Proprietary and Confidential LEADING GROCERY PJ SOLOMON SERVING AS FINANCIAL ADVISOR TO WHOLESALER SUPERVALU DIVESTS RETAIL .
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