FOOD AND BEVERAGE INDUSTRY UPDATE │ DECEMBER 2015 www.harriswilliams.de Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan, authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins. 0 FOOD AND BEVERAGE INDUSTRY UPDATE │ DECEMBER 2015 HARRIS WILLIAMS & CO. FOOD AND BEVERAGE SPOTLIGHT CONTENTS 2015 FOOD AND BEVERAGE YEAR IN REVIEW . INDUSTRY VITAL SIGNS . EQUITY MARKET OVERVIEW HW&Co. capitalized on strong activity in the food and beverage sector in 2015, . M&A MARKET OVERVIEW completing seven transactions over the course of the year. We continue to deepen our . DEBT MARKET OVERVIEW expertise across the full spectrum of food, from seed to plate. In 2015, our food and . RECENT M&A ACTIVITY beverage practice delivered successful outcomes for clients in the better-for-you foods, . PUBLIC COMPARABLES ingredients, restaurant, food processing, and food distribution segments. This month we . EARNINGS CALENDAR review highlights from our transactions along with broader M&A trends in food and beverage over the last twelve months. GROUP OVERVIEW An Active Year for HW&Co.’s Food & Beverage Practice Harris Williams & Co. is a leading advisor to the food and HW&Co.’s 2015 food and beverage transactions garnered significant interest from beverage market. Our significant strategic buyers, financial sponsors, and family offices. Throughout the year, a strong experience covers a broad range financing market enabled private equity firms to aggressively value quality middle of end markets, industries, and business models. This particular market assets, driving competitive tension in processes and favorable outcomes for report focuses on trends and sellers. Strategic acquirers were also active in our processes as they continue to pursue metrics in the following areas: assets that enhance growth or deliver significant synergies. Assets with (i) strong brands, . Agribusiness (ii) diversified or loyal customer bases, (iii) category leadership, (iv) strong acquisition . Baked and Prepared Goods platforms, and/or (v) substantial white space for growth / expansion required investors . Beverages to ascribe premium valuations and transact with speed and certainty. Deal flow . Branded and Private Label remained robust and consistent throughout all of 2015 and we expect the same in . Dairy 2016. Distribution . Ingredients . Meat and Protein . Natural and Organic . Processing a subsidiary of a portfolio company of a portfolio company of . Produce . Restaurant and Retail has been acquired by has been acquired by has been acquired by . Snacks has been acquired by CONTACTS Glenn Gurtcheff Managing Director [email protected] +1 (612) 359-2702 a portfolio company of a portfolio company of Tim Alexander Managing Director [email protected] has been acquired by has been acquired by +1 (612) 359-2716 has been acquired by Ryan Budlong A Private Director Investor Group [email protected] +1 (415) 217-3409 A Year of Consolidation, Acquisitions of High Growth, On-trend Brands, and Divestitures Brant Cash Director In 2015, the market saw a series of notable and “game-changing” food and beverage [email protected] acquisitions. Whether the deals were large and transformational, or small and highly +1 (612) 359-2709 strategic, the year will be remembered for numerous high profile consolidation plays; Ryan Freeman acquisitions of high growth, on-trend brands; and corporate divestitures of non-core Vice President assets. [email protected] +1 (612) 359-2703 Over the last 12 months, some of the nation’s largest household names grew even Andy Warczak stronger through highly synergistic consolidation. In 2015, the market saw combinations Vice President from Heinz and Kraft Foods, AB InBev and SABMiller, Synder’s-Lance and Diamond [email protected] Foods, and Pinnacle Foods and Boulder Brands. While the integration of these +1 (612) 359-2714 businesses may slow acquisition activity from this cohort, we expect additional blockbuster deals over the next year as the economy continues to strengthen and food and beverage kingpins continue to seek shareholder value creation. www.harriswilliams.de PAGE | 1 FOOD AND BEVERAGE INDUSTRY UPDATE │ DECEMBER 2015 HARRIS WILLIAMS & CO. FOOD AND BEVERAGE SPOTLIGHT 2015 FOOD AND BEVERAGE YEAR IN REVIEW (CONTINUED) Large deals weren’t the only transactions to make headlines in 2015. Major food and beverage companies also acquired high growth, better-for-you brands. Although smaller in size, suitors expect these acquisitions to drive accelerated growth as they cater toward consumer preferences for differentiated, healthful food and healthier lifestyles. Mondelez International’s acquisition of Enjoy Life exemplified this trend, adding a renowned brand and a full portfolio of free-from snack foods to the Deerfield-based company’s product offering. HW&Co. advised the shareholders of Enjoy Life on the transaction, which closed in early 2015, and saw deals with similar themes throughout the year. While investing was a key priority for the food and beverage sector, the market also saw several corporate divestitures. In an effort to allocate resources and investment to growing segments and divisions, several companies shed non-core assets. Among this cohort included Ornua Co-Operative Limited’s sale of DPI Specialty Foods to Chicago-based private equity firm, Arbor Investments, General Mills’ sale of Green Giant International to B&G Foods, and Cargill’s sale of its pork business to JBS. Select 2015 Consolidation, High Growth, On-trend Brands, and Non-Core Divestiture Transactions CONSOLIDATION HIGH GROWTH, ON-TREND BRANDS NON-CORE DIVESTITURES Acquirer Target Acquirer Target Acquirer Target a subsidiary of a subsidiary of Pork Business Canned Milk Business Represents HW&Co. Transactions Looking Ahead to 2016 While no one can predict the longevity of the favorable M&A market conditions of 2014 and 2015, HW&Co. expects a strong first quarter in 2016 as economic fundamentals continue to improve and buyers continue to seek high quality assets. Corporate cash reserves and private equity dry powder remain strong and financing markets are solid, further underpinning a favorable start to 2016. At HW&Co., deal flow and pitch activity remained robust through the fourth quarter, and we have a strong pipeline of opportunities that will enter the market in the first quarter of 2016. PAGE | 2 FOOD AND BEVERAGE INDUSTRY UPDATE │ DECEMBER 2015 WHAT WE’VE BEEN DOING SALE OF DPI SPECIALTY FOODS TO ARBOR INVESTMENTS Overview On December 14, Ireland-based Ornua Co-operative Limited completed its sale of a majority stake in subsidiary DPI Specialty Foods to Arbor Investments. The sale of DPI is consistent with Ornua’s strategy of re-allocating capital to support continuing investment in enhanced routes to market for Irish dairy produce through its businesses across global markets. Harris Williams & Co. served as the exclusive advisor to Ornua and DPI. Company Description DPI is one of the largest specialty food distributors in the United States with a leading position in perishable foods. The company offers a unique and a differentiated service offering that simplifies the category for retailers and fosters long-term customer partnerships. DPI provides sales and services to national retailers, regional retailers, independent operators, and foodservice providers through eight distribution centers strategically located across the country. Key Value Drivers for DPI Specialty Foods • Leading position in the specialty foods distribution industry, serving over 1,700 customers across the United States. a subsidiary of • Comprehensive portfolio of over 40,000 SKUs gives DPI the ability to supply the most sought-after specialty food products. • Broad service offerings allows DPI to tailor its solutions to meet the unique needs and requirements from each customer, substantially differentiating itself has been acquired by from competitors with standard “drop-and-run” service models. • Critical link between suppliers and retailers. SALE OF TACO BUENO TO TPG GROWTH Overview On December 1, Taco Bueno, a portfolio company of Palladium Equity Partners, completed its sale to TPG Growth. Palladium and the management team have built a strong foundation from which TPG will grow Taco Bueno’s footprint in new and existing markets. Harris Williams & Co. served as the lead advisor to Taco Bueno. Company Description Taco Bueno is a quick service restaurant plus (QSR+) chain committed to creating an authentic, fresher Tex-Mex experience. Taco Bueno is passionate about providing better tasting Tex-Mex, prepared daily with fresh, hand- selected ingredients. Founded in 1967 in Abilene, Texas, Taco Bueno operates 177 restaurants in Texas, Oklahoma, Missouri, Kansas, Arkansas, Louisiana, and Colorado. Key Value Drivers for Taco Bueno