A Hilco Global Company Vested in Your Success

www.hilcostreambank.com OCTOBER 2015

Intellectual Property Acquisition Opportunity

THE GREAT ATLANTIC & PACIFIC TEA COMPANY®

BID DEADLINE: NOVEMBER 19, 2015; 5:00PM EST

INTRODUCTION Hilco Streambank has been retained by The Great Atlantic & Pacific Tea Company, Inc. (the “Company”) to market and sell its intellectual property and related assets (the “Assets”). The Company is currently operating as a Debtor under Chapter 11 in the Bankruptcy Court for the Southern District of (the “Bankruptcy Court”).

BACKGROUND The Company opened its first shop in 1859 on Vesey Street in NYC and in 1869 adopted the name The Great Atlantic & Pacific Tea Company to commemorate the Transcontinental Railway. Today the Company operates 6 banners including these 5 being offered for sale: A&P®, ®, Super Fresh®, Waldbaum’s®, and ®, and the specialty wine shop Best Cellars®, and has a large portfolio of well- known private label product brands including: America’s Choice®, Green Way™, Via Roma®, Live Better®, Woodson & James® and Jane Parker®.

As of September 2015 the Company operated 297 stores under its various banners throughout the Northeastern United States, and three ecommerce websites. It generated total gross sales of approximately $6.5, $5.8, and $5.5 billion in 2012, 2013, and 2014 respectively. SUMMARY OF ASSETS Available assets include the following store banners, private label brands, and related assets - including: trademarks, websites, domain names, social media profiles, customer data and proprietary software.

1 A Hilco Global Company Vested in Your Success

www.hilcostreambank.com OCTOBER 2015

STORE BANNERS

Your Neighborhood Store® Great Food. Great Value.® The Best Value In The Neighborhood®

For over 150 years A&P Since 1968 Pathmark has delivered Dedication to the community have been dedicated value and loyalty to its customer has been a Waldbaum’s to serving the community providing top quality brands at the legacy since 1904. which surrounds them. lowest possible prices.

www.apfreshonline.com www.pathmark.com www.waldbaums.com www.aptea.com

2014 Revenue: $1.56 billion 2014 Revenue: 2014 Revenue: $2.25 billion $938 million Trademarks: ® • A&P • The Great Atlantic & Trademarks: Trademarks: ® Pacific Tea Company • Pathmark® • Waldbaum’s® ® Customer Data: • Sav-A-Center • THE BEST VALUE IN THE ® ® 3.4 million records and • Big Deals NEIGHBORHOOD 479,000 associated email addresses

Better Store. Better Living.® The Savings Never Stop.® Great Wines For Everyday®

Striving to exceed expectations Low prices and high quality keep Best Cellars provides customers and provide healthy food for better the Food Basics customer uniquely assorted wine choices living is a Super Fresh promise coming back for more. based on taste and character. to each and every shopper.

www.superfreshfood.com www.foodbasicsusa.com www.bestcellars.com

2014 Revenue: $295.1 million 2014 Revenue: 2014 Revenue: $195.3 million $21 million Trademarks: ® ® • Super Fresh • Trademarks: Trademarks: • BETTER STORE. BETTER LIVING® • Food Basics® • Best Cellars® • Smooth® ® Customer Data: • THE SAVINGS NEVER STOP. • Fresh® • Big® 2.1 million records and • Soft® • Fizzy® 240,000 email addresses • Juicy®

2 A Hilco Global Company Vested in Your Success

www.hilcostreambank.com OCTOBER 2015

PRIVATE LABEL / BRANDS

2014 Brand Revenue: 2014 Brand Revenue: 2014 Brand Revenue: 2014 Brand Revenue: $30.3 million $591.5 million $52 million $9.6 million

2014 Brand Revenue: 2014 Brand Revenue: 2014 Brand Revenue: 2014 Brand Revenue: $88.75 million $50.4 million $48.6 million $265 thousand

SALE PROCESS On July 19, 2015, the Company and certain of its affiliates commenced voluntary chapter 11 cases in the Bankruptcy Court. Accordingly, the sale of the Assets will need to be authorized by the Bankruptcy Court pursuant to section 363 of the Bankruptcy Code.

If you are interested in purchasing any of the Assets, you are encouraged to contact Hilco Streambank at the contact information provided below.

Any party who wishes to conduct diligence regarding the Assets must submit to the Company or its advisors: • An executed confidentiality agreement in form and substance reasonably satisfactory to the Company (unless such party is already under an existing confidentiality agreement with the Company, in which case such agreement shall govern); and • Sufficient information, as reasonably determined by the Company, to allow the Company to determine that the interested party has the financial wherewithal to close a sale for the Assets.

Data Room - An online data room has been constructed where parties under confidentiality agreement can review assembled diligence information.

Any qualified party who desires to make a bid for any of the Assets must deliver a written copy of its highest and best offer for such Assets so as to be received no later than November 19, 2015 at 5:00 pm EST. The Company may choose not to hold a formal auction for the Assets, and, therefore, each party should submit its highest and best offer. Bidding Instructions and forms are available on the Hilco Streambank website – www.hilcostreambank.com and in the online data room.

A bid must include the following at a minimum: • Identify the Assets to be acquired and set forth the values associated therewith. • Include a copy of an asset purchase agreement marked against the form of agreement provided in the online data room. • Contain a statement that the bid is formal, binding and unconditional (except for those conditions expressly set forth in the applicable marked agreement) and is not subject to any due diligence or financing contingency.

A bid must also be accompanied by a good faith cash deposit in the amount of 10% of the proposed purchase price on the terms and conditions of the attached escrow agreement.

The Company reserves the right to extend any of the deadlines or waive any of the foregoing requirements in its sole and exclusive discretion. The Company is under no obligation to sell any of the Assets or select any bid submitted for such Assets.

For further information requests and questions please contact the following Hilco Streambank representatives:

David Peress Matt Helming Jack Hazan Dmitriy Chemlin 781.471.1239 781.471.1240 212.610.5663 212.610.5642 [email protected] [email protected] [email protected] [email protected]

Hilco Streambank is an advisory firm specializing in the valuation, marketing, and sale of intangible assets for businesses at all stages. Hilco Streambank identifies, preserves, and extracts value for clients through the application of experience, diligence and creativity. The firm’s experience spans a broad range of industries including apparel, automotive, consumer products, food, manufacturing, medical technologies, and textiles. Hilco Streambank provides appraisals for many of the largest asset based lenders including Bank of America, GE Capital, Wells Fargo and Crystal Financial. Hilco Streambank provides sound advice on value maximization strategies and liquidity options. Hilco Streambank maintains offices in Needham, MA and New York, NY. Find out more at www.hilcostreambank.com. 3