Capstone Partners Food Distribution M&A Coverage Report June 2021

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Capstone Partners Food Distribution M&A Coverage Report June 2021 M&A ACTIVITY REMAINS RESILIENT, FOODSERVICE PLAYERS EXPLORE RETAIL END MARKETS FOOD DISTRIBUTION INDUSTRY UPDATE | JUNE 2021 3 TABLE OF CONTENTS Key Industry Takeaways 4 Industry Outlook 5 M&A Overview 6 Notable Transactions 7 Public Company Performance 8 Select Transactions 9 Buyer Universe 10 Public Company Data 11 Report Contributors 12 Firm Track Record 13 Endnotes 14 Contact Our Food Distribution Industry Experts Brian Boyle Managing Director 312-287-9812 [email protected] Yogesh Punjabi Director 617-619-3305 [email protected] Capstone Partners is one of the largest and most active independently-owned investment banking firms in the United States. Over the past 20 years, thousands of business owners, investors, and creditors have trusted us to help guide their strategic decisions and maximize financial outcomes at every stage of the corporate lifecycle. MIDDLE FULL SUPERIOR TOP ESTABLISHED MARKET SERVICE CLIENT RANKED BRAND FOCUS CAPABILITIES RESULTS PERFORMANCE REPUTATION A DIFFERENT KIND OF FIRM. BUILT FOR THE MIDDLE MARKET. Mergers & Capital Financial Special ESOP Acquisitions Advisory Advisory Situations Advisory& Restructuring • • Sell-side Advisory Transaction Advisory • Special Situations • Equity Advisory • • Buy-side Advisory Interim Management • Turnaround • Debt Advisory • • Recapitalizations Performance • Restructuring • Infrastructure Finance Improvement • Mergers & Joint • Bankruptcy • Valuation Advisory Ventures • Insolvency • Litigation Support Sign Up for Industry Insights. Delivering timely, sector-specific intelligence to your inbox One of our core capabilities is to deliver sector-specific intelligence designed specifically for industry leaders, private equity firms and their advisors. Our industry reports and featured articles deliver real-time access to key sector data including: • Emerging industry trends • Acquirer and investor appetites • Mergers & acquisitions market analysis • Notable transactions • Public company data Receive email updates with our proprietary data, reports, and insights as they're published for the industries that matter to you most. Subscribe capstonepartners.com Food Distribution Industry M&A Activity Remains Resilient, Foodservice Players Explore Retail End Markets KEY INDUSTRY TAKEAWAYS Capstone Partners’ Consumer Investment Banking Group is pleased to share its Food Distribution report. Transaction activity in the industry has remained robust throughout 2020 and year-to-date (YTD) 2021 as industry participants continue to scale, diversify, and penetrate new geographies. Leading industry players have also demonstrated a strong propensity towards the Retail subsegment, as revenues among foodservice players have suffered, encouraging participants to permeate retail channels. 1. Distributors in the Foodservice subsegment have experienced significant headwinds over the last year, while those in the Retail subsegment have recorded strong revenues amid the pandemic. 2. Merger and acquisition (M&A) activity has remained robust driven by strategic buyers seeking increased scale, diversified products, and penetration into new geographies, while private equity has remained attracted to the predictability of revenues. 3. Despite significant pressure on margins, public company trading metrics have remained strong with top industry participants experiencing significant EBITDA multiple expansion and high rates of total return. 4. Specialty distribution providers have continued to be highly sought-after M&A targets as strategics seek to bolster product offerings and private equity looks to enhance sector portfolios. 5. The supply of qualified truck drivers for distribution remains tight, costs to acquire new drivers remain well above historical averages. 6. Food distributors seek to find ways to move up the value curve by vertically integrating or adding food processing capabilities. Capstone Partners has developed a full suite of corporate finance solutions, including M&A advisory, debt advisory, financial advisory, and equity capital financing to help privately owned businesses and private equity firms through each stage of the company’s lifecycle, ranging from growth to an ultimate exit transaction. To learn more about Capstone’s wide breadth of advisory services and Food Distribution industry expertise, please contact Brian Boyle. 4 Food Distribution | June 2021 INDUSTRY OUTLOOK The Food Distribution industry has demonstrated a substantial recovery from COVID-induced headwinds that challenged supply chains, sales, and profit margins of industry participants. Shifting Brian Boyle consumer preferences ushered a significant Managing Director change in spending which bolstered the attractiveness of retail end markets, including supermarkets, while hampering performance in the “The Food Distribution sector is changing as Foodservice subsector reflected in depressed traditional lines are being crossed. Many restaurant sales. Notably, supermarket chains Foodservice distributors have begun selling to experienced a 11.6% increase in sales in 2020 YOY, Grocery/Retail customers, most notably in while foodservice management firms recorded a Specialty food categories. Additionally, as labor and fuel costs have risen, food 17.6% decline, according to Pentallect.1 End market distributors are capturing additional margin by exposure has largely dictated sales performance, adding food processing capabilities. In with foodservice oriented public players including addition to seeking more scale and reach, Sysco (NYSE:SYY) and US Foods (NYSE:USFD) these vertical integration and crossover experiencing quarterly net sales declines of 23.1% trends will continue to be important drivers of and 11.5%, respectively, according to their most M&A activity going forward.” recent earnings releases.2,3 While Performance Food Group (NYSE:PFGC) managed to increase revenue in its most recent quarter, net income declined over 78%, according to its most recent earnings release.4 The robust performance of supermarkets, specialty distributors, and big box retailers a 10.1% YOY revenue increase in Q4, capitalizing on presents valuable revenue opportunities for heightened seafood consumption in North foodservice players to permeate the retail America, noting that sales of frozen seafood retail segment. Leading retail wholesalers experienced increased 71% in 2020, according to its earnings 8 strong operating results despite market call. Specialty food distributors have also proven uncertainty through much of 2020, with United highly sought-after targets in M&A markets, as Natural Foods (NYSE:UNFI) recording a 7.1% retailers and foodservice providers increasingly increase in net sales in second quarter fiscal 2021, seek to build out their offerings. according to its most recent earnings release.5 At the height of the pandemic, foodservice As vaccination rollouts progress and dining participants rapidly altered business models to restrictions ease, pent-up consumer demand and cater to elevated retail demand, as full-service improved economic visibility is expected to drive restaurant chain customer transactions fell by 70% near term industry growth. In addition, leading in April 2020, according to NPD.6 Notably, Sysco public food distribution players have established new customer relationships with retail demonstrated strong performance, with one-year grocers to offset losses in the Food-Away-from- total return in Capstone’s Food Distribution index Home segment and capitalize on growth outpacing the S&P 500 at +49.2%. Elevated opportunities post-COVID-19, according to a press valuations for public companies bodes well for release.7 In addition, US Foods, which earns over robust pricing in M&A markets, with the average 50% of its revenue from the Restaurant sector, EBITDA trading multiple standing at 16.2x. secured approximately 20 retail distribution Technological investment is likely to remain a key partnerships across the U.S. industry focus, as providers seek to optimize distribution and value-added capabilities, Specialty distribution has emerged as a favorable especially as the sector faces a shortage of truck segment within the industry, as consumers have drivers. Notably, top players including Core-Mark increasingly sought specialized food categories. (Nasdaq:CORE) have invested in digital solutions to Notably, leading specialty food manufacturer and enhance fleet and driver efficiency, in addition to distributor Premium Brands (TSX:PBH) experienced allocating resources to warehouse robotics. 5 Food Distribution | June 2021 M&A OVERVIEW The defensibility of the Food Distribution industry M&A Activity Remains Resilient has been reflected by robust transaction activity Year-to-date transaction volume has remained in 2020 and into YTD 2021. Transaction volume in robust, mirroring 2020 levels. 2020 was nearly equivalent to the prior year with 100 90 60 deals announced or completed with a healthy 80 pace of deal activity continuing through YTD 2021. 70 59 62 60 The non-cyclical nature of the industry has 60 supported active M&A markets and strong buyer 50 interest, as industry participants continue to 40 32 32 consolidate to scale, penetrate new geographies, 30 and add additional high growth product categories. 20 Private equity firms have also demonstrated Transactions of Number 10 sustained interest in the industry, attracted to the 0 predictability of revenues and ability to bolster 2018 2019 2020 YTD YTD investments through add-on acquisitions. Notably, 2020 2021 sponsors have accounted for 32%
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