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Macroeconomic & Market Update Proprietary and Confidential QUARTERLY REPORT MACROECONOMIC & MARKET UPDATE July 12, 2018 SEE SPECIAL REPORT: Potential Tariff Impacts (P. 17) Recent escalation in trade dispute with China and EU may challenge retail sector performance 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 Samuel Natbony at [email protected] Proprietary and Confidential TABLE OF CONTENTS SECTION I Macroeconomic Update 5 II Special Report: Potential Tariff Impacts 17 II Financial and M&A Markets Update 21 III. Retail Market Update 26 V. Retail Trading and Operating Comparables Analysis 32 1 Proprietary and Confidential LEADING GLOBAL RETAIL M&A ADVISORY PRACTICE Senior Team Peter J. Solomon Marc Cooper David Shiffman Cathy Leonhardt Founder and Chairman Chief Executive Officer Managing Director Managing Director Co-Head of Retail Co-Head of Retail Scott Moses Jeff Derman Gregory Grambling Patrick Furlong Managing Director Managing Director Director Director Head of Food Retail & Restaurants Additional Team Members Flore Gimello, Vice President Eric Bormel, Associate Gaurav Ghosh, Associate Overview and Areas of Focus . PJ Solomon is a globally recognized strategic advisor to leading retailing Global Retail Group consumer, food retail, restaurants and e-commerce companies We advise clients in all retail sectors, including: . Unparalleled breadth and depth of industry knowledge, relationships and execution experience Branded Apparel Footwear & Accessories Hardlines . PJ Solomon’s expertise also encompasses the convergence of retail, e- Consumer Products commerce digital media and marketing Home Improvement Department Stores / Broadlines / . Collaborative effort with our technology, media and telecommunications Mass Merchants Jewelry / Luxury bankers to provide clients a unique cross-sector perspective and approach Discount / Dollar and Off-Price Restaurants . Provide M&A, restructuring and financing advisory services to clients E-Commerce Specialty Softlines ranging from multi-national, large-capitalization corporations to smaller, high-growth, privately-held companies Fitness / Performance Apparel Sporting Goods / Outdoor . Extensive experience with family owned businesses and entrepreneurs Food, Drug & Convenience Retail Wellness / Beauty 2 Proprietary and Confidential SELECTED RETAIL GROUP TRANSACTIONS PENDING PENDING PENDING PENDING PENDING J U N E 2 0 1 8 $437,000,000 $558,000,000 Has agreed to be sold to Has been sold to Analyzing the value of its retail Has agreed to be sold to newly On its sale of Pursuing strategic alternatives pharmacy script portfolio and formed entity controlled by engaging with potential George Feldenkreis strategic buyers Serving as co-financial advisor to Charlesbank Capital Partners and Serving as financial advisor to Serving as financial advisor to the Serving as financial advisor to Serving as financial advisor to the Served as financial advisor to the Partners Group Fred’s Inc. Special Committee of Perry Ellis Genesco Special Committee of Stein Mart Special Committee of The Finish Line M A Y 2 0 1 8 M A R C H 2 0 1 8 M A R C H 2 0 1 8 FEBRUARY 2018 ** FEBRUARY 2018 NOVEMBER 2017 $305,000,000 $788,000,000 Has acquired the remaining outstanding equity interests of Spin off of Strategic investment by Has acquired Has agreed to acquire Has merged with from 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 Apollo DSW Groupe Rocher Co-Manager Flight Club El Rancho AUGUST 2017 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 ** $3,900,000,000 $325,000,000 $446,000,000 $925,000,000 $1 billion Senior Notes Senior Secured Credit Facilities $2.9 billion First Lien Term Loan Has been sold to Has sold select assets to Has sold select assets to $675 million First Lien Term Loan $250 million Second Lien Term Loan Indiana Grocery Group Served as financial advisor to 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 Central Grocers and Bookrunner Marsh Supermarkets and Bookrunner Nutraceutical International Corporation and Bookrunner A P R I L 2 0 1 7 ** 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 $840,000,000 $248,000,000 $174,200,000 Centre Lane Partners and Grand Has been sold to Has been sold to $30 million Revolving Credit Facility Has been sold to $525 million Term Loan B Wealth (subsidiary of Yue Yuen Industrial (Holdings) Limited) have $165 million Term Loan $315 million Delayed-Draw Fungible $53 million Commercial Mortgage Term Loan B 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 Co-Manager Haggar ModCloth Natixis provided real estate financing owner Leonard Riggio Nasty Gal on its Section 363 sale * Terminated transactions. ** Natixis, a PJ SOLOMON affiliate, acted as the underwriting party on this transaction. Reflects sell-side engagements. 3 Proprietary and Confidential SELECTED RETAIL GROUP TRANSACTIONS (CONT’D) JANUARY 2017 DECEMBER 2016 * DECEMBER 2016 NOVEMBER 2016 SEPTEMBER 2016 SEPTEMBER 2016 $950,000,000 $145,000,000 Has divested Has divested Has agreed to acquire 865 stores Has sold select pharmacy assets to Has been sold to and certain assets from Has acquired to | Served as financial advisor to 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 Finish Line Board of Directors of Fred’s Inc. Southeastern Grocers Mi Pueblo Tractor Supply Company HSNi AUGUST 2016 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 $196,600,000 $106,000,000 Has been sold to Formed a JV to distribute Calvin Klein, Tommy Hilfiger, Warner’s, Has acquired Has sold its core business to Olga and Speedo in Mexico Served as financial advisor 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 Skullcandy Brothers regarding strategic alternatives Haggen PVH Quiksilver DSW FEBRUARY 2016 FEBRUARY 2016 JANUARY 2016 JANUARY 2016 NOVEMBER 2015 AUGUST 2015 $495,000,000 Has sold Has agreed to acquire selected Has been sold to Has acquired the remaining 55% interest in the China joint venture for Pursued a strategic acquisition assets from 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 Served as financial advisor on strategic RevZilla PVH Alex and Ani Chico’s FAS Key Foods alternatives to Fullbeauty Brands J U L Y 2 0 1 5 J U N E 2 0 1 5 MAY 2015 FEBRUARY 2015* OCTOBER 2014 JUNE 2014 $59,000,000 $179,750,000 $6,300,000,000 $585,000,000 Minority investment in Has agreed to be acquired by Has acquired Has restructured its senior secured $585,000,000 asset based credit Served as financial advisor to the facility founders of SoulCycle in connection Served as advisor to American Apparel regarding shareholder Served as financial advisor to Served as financial advisor to with the sale of their minority interest Served as financial advisor to Served as financial advisor to activism and strategic alternatives TJX Proenza Schouler to Equinox Office Depot RadioShack * Terminated transactions. Reflects sell-side / strategic advisory engagements. 4 Proprietary and Confidential MACROECONOMIC UPDATE 5 Proprietary and Confidential CURRENT MACROECONOMIC SUMMARY Positive Developments Continued Concerns U.S. Real GDP increased +2.0% in Q1 2018 after +2.9% in Q4 2017 Recent tariffs on major industries such as steel have stoked fears of a - Primarily reflects positive contributions from business investing, “trade war” among leading economies and have rattled equity markets consumer spending, exports and government spending, offset by an ‒ Protectionist action threatens key U.S. relationships with major allies in Asia increase in imports and Europe, but the economic severity of the tariffs may be exaggerated Tax overhaul supporting investment and earnings, particularly retailers ‒ Strength of execution by the Trump administration is still uncertain - Declining savings rate (3.2% in May 2018) has provided a near term Volatile global equity market, notwithstanding a nine-year bull market and boost in retail sales but unclear medium- to long-term impact valuations for many asset classes near all-time highs U.S Dollar has demonstrated modest recovery after bottoming out in early ‒ Technology sector stocks, which led the bull run, have maintained 2018, strengthening amid talks that Trump tariffs may be softened unprecedented momentum and currently trade at peak valuations Deflationary trends have abated; for the first time since 2012, inflation hit ‒ Given tech’s
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