Consumer Investment-Worthy Companies in the Consumer Sector Secondary Market in Europe Introduction Secondary Market Tracker

RocEye | Secondary Opportunities Tracker | Consumer Investment-worthy companies in the Consumer sector secondary market in Europe Introduction Secondary Market Tracker

Proactively identify and regularly track investment-worthy companies in the secondary market that meet XX’s investment criteria, Objective that are ‘yet undetected’ and are expected to hit the market in the short to medium term.

Large Number of Upcoming Opportunities Potential for Accelerated Returns ▪ Funds raised prior to the 2008 financial crisis and funds ▪ With thoughtful portfolio construction, the secondary raised following the crisis are gradually reaching maturity market offers accelerated returns with lower volatility, Background ▪ Close to $650bn worth of remaining value in 2005-09 lower loss rates and greater downside protection, vintages, comprises the new “tail-end” opportunity which is irrespective of the current market scenario. expected to enter the market by 2020-22.

The following step-by-step approach was followed for shortlisting opportunities in the secondary market that meet XXXX’s investment criteria:

A long list of PE firms was created based on their prior participation with XX in a transaction as a buyer or as a co- Step 1 investor. This list was also augmented with some of the leading buyout firms across Europe.

The active portfolio of all the PE firms in the above list (#57 firms) was screened to identify Consumer sector companies Step 2 Approach with at least €100mn in revenue

Step 3 A universe of companies that are currently in the portfolio of the select PE firms was created

Based on the portfolio vintage and fund vintage and/ or market rumours (for a potential divestment), the portfolio Step 4 company is classified as either near-term, mid-term or long-term opportunity

I. Summary of Findings

II. Near Term Opportunities

III. Mid Term Opportunities

IV. Long Term Opportunities

V. Appendix

© 2019 RocSearch. All Rights Reserved. Summary of Findings (1/2) Secondary Market Tracker A total of 90 Consumer sector secondary market opportunities, that meet XXXXX’s investment criteria, have been identified

Target Opportunities by Country Target Opportunities by Holding Period Target Opportunities by Revenue

10 19 1 5 13

1 5 Total Number of Total Number of 39 Companies: 90 Companies: 90 20 9 1 2 51 14 10 20 11 2

18 10 9

Long Term (portfolio vintage of less than 3 years) <€300mn >€1,000mn

Mid Term (portfolio vintage 3 to 5 years) €300mn to €500mn Unavailable Revenue

Near Term (portfolio vintage of more than 5 years) €500mn to €1,000mn

Key Observations Key Observations Key Observations

A third of the shortlisted opportunities are in the UK A little over 40% of the opportunities (#39), have a Most of the companies (c. 43%) have revenue of and Germany and more than half of these portfolio vintage of 3 years or more; majority of less than €300mn. Of the 41 companies that have companies have been acquired by funds with a these companies (29 out of 39) were acquired by over €300mn in revenue, 31 are based only in 5 vintage of 6 years or more, as on 2018 funds with a vintage of over 6 years, as on 2018 countries (France, Germany, Italy, Spain and UK)

© 2019 RocSearch. All Rights Reserved. 4 Summary of Findings (2/2) Secondary Market Tracker Of the 39 companies in the Consumer sector that have a portfolio vintage of 3 years or more, 12 are rumoured for sale

Secondary Opportunities Across Fund and Portfolio Vintage

▪ A total of 42 companies have been plotted in Company 22 this chart based on their portfolio and fund vintage ▪ The companies have been grouped as short, Company 39 medium or long term opportunities, based on their portfolio vintage LEGEND

Recommended Targets Ageing (>5 years) Company 32 R Recommended Targets Rumoured for Sale

Short Term Opportunities Company 29 Company 27 Mid Term Opportunities Company 21 R Company 30 R Company 24 Company 33 Long Term Opportunities R Company 36 Company 28 Company 25 Company 34 Company 26 R Company 31 Company 37 Company 35 R R PORTFOLIO VINTAGE R Company 23 R Company 38 Company 2 Company 13 Company 19 Company 15 Company 4 Company 9 Company 16 Company 11 Maturing Company 3 Company 17 R Company 18 Company 10 (3-5 years) Company 1 Company 5 Company 8 R Company 20 R R Company 7 Company 6 Company 14 Company 12 Value Company… R Creation1 R R Company 42 Company 40 (<3 years)

Investing (<6 Years) Harvesting (6 - 10 Years) Extension (>10 Years)

FUND VINTAGE Notes: (1) There are 51 companies that have a portfolio vintage of less than 3 years. Only those companies have been plotted in the Value Creation category that are rumoured for sale. © 2019 RocSearch. All Rights Reserved. 5 Contents

I. Summary of Findings

II. Near Term Opportunities

III. Mid Term Opportunities

IV. Long Term Opportunities

V. Appendix

© 2019 RocSearch. All Rights Reserved. Near Term Opportunities – Screening Criteria Secondary Market Tracker The long term screening criteria produced 51 recommended targets, of which, 3 are rumoured for sale

Target Screening Outcome for Long Term Opportunities

OWNERSHIP GEOGRAPHY SECTOR STAKE REVENUE HOLDING FUND VINTAGE (PE-Backed) (Europe) (Six Sectors) (>= 40%) (>= €100mn) PERIOD

UNIVERSE SET (1) 1,000+ ✓ ✓ Portfolio of 57 Headquartered PE Firms in Europe

RELEVANT SET 200+ ✓ ✓ ✓ Consumer Sector

PRIORITISED SET 160+ ✓ ✓ ✓ ✓ Majority owned or >=40% or ’NA’

POTENTIAL TARGETS 90 ✓ ✓ ✓ ✓ ✓ ✓ Revenue Holding period >=€100mn or ‘NA’ below 3 years

RECOMMENDED 51 TARGETS ✓ ✓ ✓ ✓ ✓ ✓ ✓ Fund vintage >3 years

© 2019 RocSearch. All Rights Reserved. 7 Near Term Opportunities Across Sectors & Fund Vintage (1/2) Secondary Market Tracker Most of the ageing portfolio opportunities that are also rumoured for sale are in the Consumer Durables & Apparel Retail sector

Women’s Fashion Discount Store Chain Clothing Outlet Luxury Apparels & Accessories 1 4 La Fee 2 Action Nederland Company D 5 Company E France | NA Germany | €1,110mn Netherlands | €3,418mn R Italy | €241mn Consumer Durables R R & Apparel Retail Variety Store Watch & Jewellery

3 Company C 6 Company F Denmark | €675mn United Kingdom | NA R R

Apparel & Home Decor Teleshopping

Online Retail 7 Company G 8 Company H Sweden | €210mn Germany | €821mn R SECTOR

Frozen Food Ready to Eat Food Food Processing & 9 Company I 10 Company J Retail Germany | €321mn United Kingdom | €125mn

Camera Manufacturer Eyewear Manufacturer Camera & Optical 11 12 Equipment Company K Company L Germany | €325mn Italy | €469mn R

Harvesting (6-10 Years) Extension (More than 10 Years)

FUND VINTAGE Target Business R Rumoured for Sale Target name © 2019 RocSearch. All Rights Reserved. 8 HQ | Revenue €mn Near Term Opportunities Across Sectors & Fund Vintage (2/2) Secondary Market Tracker Majority (c. 70%) of the ageing portfolio opportunities, were acquired by funds with a vintage of 10 years or more

Hotel Owner Gambling Operator Consumer Durables 13 Company M 14 Company N & Apparel Retail Netherlands | NA Germany | €306mn

Food and Non Food Supplier

Online Retail 15 Company O Denmark | €1,167mn

Car Seat Manufacturer

Food Processing & Company P Retail 16 United Kingdom | €420mn SECTOR

Home Décors & Gardening Gardening Products

17 Company Q 18 Company R Netherlands | €1,355mn United Kingdom | €285mn R Camera & Optical Equipment Online Travel Agency

19 Company S Spain | €497mn

Harvesting (6-10 Years) Extension (More than 10 Years)

Geographic Target Description Key Stats Ownership Expansion Plan & Strategy Key Observations Footprint 1 France based Revenue NA Silverfleet • Operates 98 Expansion Plan • Targets women between 30-50 years of age company engaged Capital stores in • Plans to develop an as core customers in designing, EBITDA NA Partners France and a international wholesale • Operates an online store which ships La Fee manufacturing, acquired the wholesale business and roll out an affiliate products all over Europe and marketing of Margin NA company in a network of 850 store network in France fashion clothing for MBO multiple brand • Produces 95% of its products in Europe, of women Employees NA transaction for partners which 85% production is based in Italy and €65mn in 10% in Portugal December • Distributes 44% of all products through the H 2012 wholesale network in France and 20% through its France-based retail network

2 Netherlands-based Revenue €3,418m 3i Group PLC • Operates 1,095 Expansion Plan • Offers more than 6,000 products in 14 non-food discount n acquired a stores in the • Plans to open 2 new categories retailer of both EBITDA 75% stake in Netherlands, distribution centres in France • Added 243 new stores and achieved its Action branded and €387mn June 2011 for Belgium, and Germany in 2019 1,000 stores milestone in FY2017 Nederland private label Margin €500mn France, products 11.3% Germany, • Replace point-of-sale hardware • Opened 2 new distribution centres in Employees Luxembourg, in all the stores by 2020 Germany and France; and its first store in 41,000 Austria and • Introduced 53 new private label Poland Poland products in FY2017, an • Recorded a CAGR of ~31% from 2013 to increase of 47% compared to 2017 R H the previous year • In November 2018, 3i's CEO stated that he wanted to hold on to Action Netherland on Strategy account of it's good results, refuting any rumours of a potential sell-off • Action launches over 150 new products every week and its 60% of total product range is variable and keeps changing

Fund Vintage I Investing (<6 Years) R Rumoured for Sale H Harvesting (6-10) Years E Extension (>10 Years)

I. Summary of Findings

II. Near Term Opportunities

III. Mid Term Opportunities

IV. Long Term Opportunities

V. Appendix

© 2019 RocSearch. All Rights Reserved. Mid Term Opportunities – Screening Criteria Secondary Market Tracker The mid term screening criteria produced 20 recommended targets, of which, 4 are rumoured for sale

Target Screening Outcome for Long Term Opportunities

OWNERSHIP GEOGRAPHY SECTOR STAKE REVENUE HOLDING FUND VINTAGE (PE-Backed) (Europe) (Six Sectors) (>= 40%) (>= €100mn) PERIOD

UNIVERSE SET (1) 1,000+ ✓ ✓ Portfolio of 57 Headquartered PE Firms in Europe

RELEVANT SET 200+ ✓ ✓ ✓ Consumer Sector

PRIORITISED SET 160+ ✓ ✓ ✓ ✓ Majority owned or >=40% or ’NA’

POTENTIAL TARGETS 90 ✓ ✓ ✓ ✓ ✓ ✓ Revenue Holding period >=€100mn or ‘NA’ below 3 years

RECOMMENDED 51 TARGETS ✓ ✓ ✓ ✓ ✓ ✓ ✓ Fund vintage >3 years

© 2019 RocSearch. All Rights Reserved. 12 Mid Term Opportunities Across Sectors & Fund Vintage (1/2) Secondary Market Tracker Companies in the investing phase of their fund’s life cycle form the majority of the available opportunities

Apparels & Accessories Apparel Retail Store Watch & Jewellery

Olive Oil Processing Cooked & Ready Meals Cold Food Food Cheese Products Processing & 27 Company F 28 Company G 29 30 Company I Company H Retail Spain | €692 mn Ireland | NA Spain | €150 mn Italy | €500 mn SECTOR

Hotel Property Event Organiser Resorts

Leisure & 32 33 Entertainment Company J Company K Company L Belgium | NA France | €258 mn Spain | €194 mn 31 R

Coffee Chain Italian Restaurant Food Service 34 35 & Catering Company M Company N United Kingdom | €156 mn United Kingdom | €243 mn R

Investing (Less than 6 Years) Harvesting (6-10 Years) Extension (More than 10 Years)

FUND VINTAGE Target Segment R Rumoured for Sale Target name © 2019 RocSearch. All Rights Reserved. 13 HQ | Revenue €mn Mid Term Opportunities Across Sectors & Fund Vintage (2/2) Secondary Market Tracker Mid term opportunities are consolidated in the investing phases of their respective funds

Hand Painted Toys Consumer Durables & 36 Company O Apparel Retail Germany | €156 mn

37 E-commerce Food Processing & Company P Retail Germany | €125 mn

Optical Retailer SECTOR Leisure & 38 Company Q Entertainment Sweden | €1,122 mn R

Pet Food & Accessories Food Service 39 Company R & Catering Finland | €179 mn R

Investing (Less than 6 Years) Harvesting (6-10 Years) Extension (More than 10 Years)

FUND VINTAGE

Geographic Target Description Key Stats Ownership Expansion Plan & Strategy Key Observations Footprint 20 Sweden-based Revenue €210 mn Nordic • Operates 180 Strategy • Company generates 50% of sales from fashion chain, Capital stores in • Collaborate with designers for outside Sweden selling women's EBITDA NA acquired an Sweden, Gina Tricot product development • Locates stores in high-street A-locations or clothing undisclosed Norway, in shopping centers Margin NA majority stake Finland, in June 2014 Denmark and • Recent management changes include Employees 2,000 for an Germany appointment of Liza Manestam as unknown • Offers clothes Marketing Director in June 2018 I consideration in more than 30 countries

21 France based Revenue €345 mn LBO France • Operates 500 Strategy • Operates through six brands: IKKS Women, company that and The stores • Support IKK’s growth in Paris IKKS Men, IKKS Junior, I.Code, One Step owns and EBITDA NA Silverfern globally, and One Step Homme IKKS Group operates apparel Group concentrated • Strengthen communication programme • IKKS has launched a debt restructuring retail stores Margin NA acquired a in France, program in July 2018 70% stake in Spain, • Fund international expansion Employees NA July 2015 for Belgium, the an Netherlands, undisclosed Luxembourg, consideration Germany and I the UK • Sells products through 1,000 wholesale stockists worldwide

Fund Vintage I Investing (<6 Years) R Rumoured for Sale H Harvesting (6-10) Years E Extension (>10 Years)

I. Summary of Findings

II. Near Term Opportunities

III. Mid Term Opportunities

IV. Long Term Opportunities

V. Appendix

© 2019 RocSearch. All Rights Reserved. Long Term Opportunities – Screening Criteria Secondary Market Tracker The long term screening criteria produced 51 recommended targets, of which, 3 are rumoured for sale

Target Screening Outcome for Long Term Opportunities

OWNERSHIP GEOGRAPHY SECTOR STAKE REVENUE HOLDING FUND VINTAGE (PE-Backed) (Europe) (Six Sectors) (>= 40%) (>= €100mn) PERIOD

UNIVERSE SET (1) 1,000+ ✓ ✓ Portfolio of 57 Headquartered PE Firms in Europe

RELEVANT SET 200+ ✓ ✓ ✓ Consumer Sector

PRIORITISED SET 160+ ✓ ✓ ✓ ✓ Majority owned or >=40% or ’NA’

POTENTIAL TARGETS 90 ✓ ✓ ✓ ✓ ✓ ✓ Revenue Holding period >=€100mn or ‘NA’ below 3 years

RECOMMENDED 51 TARGETS ✓ ✓ ✓ ✓ ✓ ✓ ✓ Fund vintage >3 years

Geographic Target Description Key Stats Ownership Expansion Plan & Strategy Key Observations Footprint 40 Italy based Revenue €330 PE backed. • Operates Expansion • Operates through its 5 brands: Old Wild company mn BC Partners ~240 • More than 45 openings West, America Graffiti,Pizzikotto, Shi’s and engaged in EBITDA acquired 85% restaurants in planned in Italy and other Wiener Haus Cigierre developing and NA stake in Europe geographies • Opened 29 restaurants in 2016 Compagnia managing multi- Margin November Generale ethnic restaurants NA 2016 for a • Acquired El Rancho SA in April 2018 for an Ristorazione Employees purchase undisclosed consideration, and America NA consideration Graffiti Franchising in October 2017 for €35 R H of €300 mn mn • Jul 2018: BC Partners has appointed Rothschild and JPMorgan to explore options for sale of the Company • Nov 2018: BC Partners suspended the sale of Cigierre because of the economic situation in Italy and the impact of Sunday closings in shipping centres

41 UK based Revenue €363 PE backed. • Operates in 15 Strategy • Operates through 5 brands: Photobox, provider of online mn Acquired by markets • Improve customer acquisition Moonpig, Hofmann, Poster XXL and Greetz digital photo EBITDA Electra through its five and product innovation • In January 2018, Mark Singleton, Dan PhotoBox services €54 mn Partners and company Mucha and Stacy Jones were appointed as Margin Exponent owned the CMO, Commercial Director and FP&A 14.9% Private Equity factories Director respectively Employees in a 1,000 management • Acquired Greetz BV in August 2018 buyout transaction in • May 2018: Electra Partners hired Greenhill R E October 2015 to explore various options for sale of the for €545 mn company as a whole or some or all of its portfolio, which comprises of TGI Friday’s, Hotter Shoes, Knight Square, Photobox and Sentinel Performance Solutions • Oct-2018: Electra Private Equity sold 37% stake in PhotoBox to Lexington Partners for € 111 Mn

Fund Vintage I Investing (<6 Years) R Rumoured for Sale H Harvesting (6-10) Years E Extension (>10 Years)

Revenue EBITDA # Company Headquarters PE Owner Employees Brief Overview (€ mn) (€ mn)

Operator of optics retail chain which offers glasses, sunglasses, lenses, 43 Hans Anders Prijsoptiek Netherlands 3i Group Plc 192 30 – hearing aids and hearing protection products

Provider of trip-planning services, such as customised tours, luxury holidays 44 Audley Travel Group UK 3i Group Plc 172 20 – and safaris to destinations worldwide

Laboratoires Yves Manufacturer of food supplements, baby care products, oils, shampoos, 45 France 3i Group Plc 170 25 – Ponroy creams and other cosmetic products

Retailer of furniture products; develops and distributes home furnishings and 46 BoConcept Holding Denmark 3i Group Plc 166 16 – accessories

Manufacturer and supplier of personal care products such as face-wash 47 Koninklijke Sanders Netherland 3i Group Plc 100 – 199 creams, gels, scrubs and hand-wash products for men, women and children

Apax Partners Retailer of fashion products, such as designer clothes, shoes, bags and 48 Matchesfashion UK 238 23 500 LLP accessories for men and women, through its online store

Retailer of fruits, vegetables, cheese and meat through its network of stores in 49 Prosol Gestion SASU France Ardian 1,000 – – the eastern part of France

Manufacturer and retailer of baked bread, pastries, frozen pastries and ready- 50 Berlys Alimentacion Spain Ardian 300 50 1700 to-eat meals through its distribution network in Spain and internationally

Provider of residential and commercial lighting systems such as LEDs, halogen 51 SLV Germany Ardian 177 60 – lamps, mercury vapour and sodium vapour lamps for interior and exterior use

Holding company for music equipment manufacturers Digico, Allen and Health, 52 Audiotonix UK Astorg Partners 103 29 – and Calrec Audio

Retailer of outdoor clothing, footwear and equipment, such as jackets, pants, 53 JACK WOLFSKIN Germany Bain Capital LLC – – 525 tops and boots for hiking, cycling, mountain sports and travel activities

Designer and manufacturer of mobility products such as modular strollers for 54 Bugaboo International Netherlands Bain Capital LLC 160 14 – toddlers and newborn babies in Netherlands and internationally

PE Firms Considered to Map the Secondary Market Opportunities Landscape

1 3i Group PLC 20 GMT Communications Partners LLP 39 Omnes Capital

2 Advent International Corporation 21 Goldman Sachs Capital Partners 40 PAI Partners

3 AlpInvest Partners BV 22 GTCR LLC 41 Partners Group Holding AG

4 Ampersand Capital Partners 23 HarbourVest Partners LLC 42 Permira Advisers

5 Apax Partners 24 Hellman & Friedman LLC 43 Providence Equity Partners LLC

6 Apollo Global Management LLC 25 HG Capital 44 Quilvest SA

7 Ardian 26 Indigo Capital Limited 45 Silver Lake Partners

8 Astorg Partners 27 Intermediate Capital Group PLC 46 Silverfleet Capital Partners LLP

9 Bain Capital 28 JLL Partners 47 Sycamore Partners

10 BC Partners 29 KKR 48 TA Associates Management LP

11 Blackstone Group LP 30 Lazard (PE) 49 Terra Firma Capital Partners Limited

12 CCMP Capital Advisors LLC 31 LBO France 50 The Carlyle Group

13 Charterhouse Capital Partners LLP 32 LGV Capital Partners 51 Thomas H. Lee Partners LP

14 CSFB PE (Credit Suisse) 33 Madison Dearborn Partners LLC 52 TPG Capital LP

15 CVC Capital Partners 34 Mid Europa Partners 53 Triton Partners

16 Epiris LLP 35 Montagu PE LLP 54 Turkven PE

17 EQT Partners AB 36 Nomura (PE) 55 Varde Partners Inc. (PE)

18 Equistone Partners Europe Limited 37 Nordic Capital 56 Warburg Pincus

19 GIC Private Limited 38 Oak Hill Capital Partners 57 Water Street Healthcare Partners LLC

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