Deal of the Week: Apollo Global to Buy Fresh Market for $1.4B

Announcement Date  March 14, 2016 Acquirer  , LLC (NYSE: APO) Acquirer Description  Publicly owned investment manager  Seeks to make investments in the range of $200 million and $1.5 billion  Founded in 1900 and headquartered in New York, NY Acquirer Financial  Mkt Cap: $3.1 billion  LTM EBITDA: N/A Statistics  EV: $4.1 billion  LTM EV / Revenue: 4.0x  LTM Revenue: $1.0 billion  LTM EV / EBITDA: N/A Target Company  The Fresh Market, Inc. (NASDAQ: TFM) Target Description  Operates as a specialty grocery retailer in the  Founded in 1982 and headquartered in Greensboro, North Carolina Target Financial  Mkt Cap: $1.3 billion  LTM EBITDA: $192.7 million Statistics  EV: $1.3 billion  LTM EV / Revenue: 0.7x  LTM Revenue: $1.8 billion  LTM EV / EBITDA: 6.9x Target Advisor  JPMorgan Chase Price / Consideration  Price: $1.36 billion  Consideration: Cash Rationale  “We are excited about this transaction with Apollo, which recognizes the value of the Fresh Market’s strong brand and significant growth prospects while providing stockholders with an immediate and substantial premium,” said Rick Anicetti, the grocer’s president and chief executive  Specialty grocers have been pressured by national chains like and and such rivals as Whole and Trader Joe’s Deal Points  Apollo is paying $28.50 in cash for each share of Fresh Market  The deal includes $800 million in debt and a $525 million equity stake by Apollo funds  The deal represents a 24% premium to Fresh Market’s closing stock price on Friday  Ray Berry, the chain’s founder, and his son Brett Berry, who collectively own 9.8% of the shares, won’t sell any of their shares in the deal but instead roll their investment into the Apollo funds Of Note  Apollo has a track record of owning grocery retailers. It previously owned , an organic specialty chain, Hostess Brands, General Nutrition Centers and Smart & Final

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