Food and Beverage Industry Update June 2013 Member FINRA/SIPC www.harriswilliams.com Food and Beverage Industry Update June 2013 What We’re Seeing CONTENTS M&A Activity Picking Up, Industry Valuations Increasing INDUSTRY VITAL SIGNS M&A activity remains strong across numerous sectors within the Food & Beverage industry. Some of the EQUITY MARKET OVERVIEW largest Food & Beverage companies continue a consolidation trend that has been building over the past M&A MARKET OVERVIEW five years, with several significant transactions in the space being consummated. Demand for acquisitions DEBT MARKET OVERVIEW from private equity and strategic buyers continues to outstrip the available supply of quality F&B assets, NOTABLE M&A ACTIVITY and we expect to see this trend continue as long as the macroeconomic environment remains stable. As we head into the second half of 2013, M&A activity should remain strong as the combination of robust PUBLIC COMPARABLES financing markets and private equity fund expirations drive acquisitions. EARNINGS CALENDAR GROUP OVERVIEW What We’ve Been Doing undisclosed Harris Williams & Co. is a leading Closed HW&Co. Transactions advisor to the food and beverage market. Our significant experience covers a broad range of end a portfolio company of markets, industries, and business a portfolio company of a portfolio company of has divested a portfolio company of a portfolio company of models. This particular report selected assets to focuses on trends and metrics in the has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by following areas: and has been acquired by and • Agribusiness March 30, 2012 • Baked and Prepared Goods • Beverages • Branded & Private Label a portfolio company of • Dairy a portfolio company of a portfolio company of a portfolio company of a portfolio company of • Distribution and has been acquired by • Ingredients has been acquired by has been acquired by has been acquired by has been acquired by • Meat & Protein • Natural & Organic • Processing • Produce What We’re Reading • Restaurant and Retail • Snacks PepsiCo to Take its Muller Yogurt Brand Nationwide A recent article by Reuters discusses Pepsi’s interest in entering one of the fastest growing categories in CONTACTS grocery stores. To boost its chances of success, Pepsi has partnered with Germany’s Theo Muller Group Glenn Gurtcheff | Managing Director to leverage the Group’s reputation, marketing, and distribution acumen. Access to the full article here. [email protected] +1 (612) 359-2702 Dunkin’ Brands to Focus on Beverages as Driver of Profit In a recent article, Forbes notes coffee and other drinks now account for 58% of Dunkin’ US franchisee- Tim Alexander | Managing Director [email protected] reported sales in 2012. CFO Paul Carbone noted that Dunkin’s beverage business is the “holy grail” for +1 (612) 359-2716 profitability. Access to the full article here. Ryan Budlong | Director Fast Food Chains Focus on Luring Consumers Concerned About Calories [email protected] +1 (612) 359-2722 According to a USA Today article, Starbucks and Taco Bell have separately announced moves to provide consumers with healthier food and beverage options and more transparent nutritional information. The Jeff Cleveland | Director moves come at a time when Americans are demanding healthful options, even as they eat out more often. [email protected] +1 (612) 359-2703 Access to the full article here. Brant Cash | Vice President Suntory Prices $4 Billion IPO Near Bottom of Range [email protected] Suntory, the Japanese beverage and food conglomerate, will raise $4 billion after it set its IPO price near +1 (612) 359-2709 the bottom of its marketing range amid concerns about valuation and weak appetite amid a volatile market. Access to the full article here. www.harriswilliams.com 2 of 16 Food and Beverage Industry Vital Signs 280 Commodity Crude Oil: Price Indices1 71.0% 220 Corn: 63.8% 160 Soybeans: 28.4% Wheat: 100 24.3% Commodity Price Price Index Commodity 40 May-09 Nov-09 May-10 Nov-10 May-11 Nov-11 May-12 Nov-12 May-13 Corn Wheat Soybeans Crude Oil Protein Price 145 Indices2,3 130 Beef: 21.3% 115 Pork: 12.2% 100 ProteinIndex Price Poultry: 12.0% 85 May-09 Nov-09 May-10 Nov-10 May-11 Nov-11 May-12 Nov-12 May-13 Beef Pork Poultry Restaurant and 160 Grocery Store Sales Indices4 140 Restaurant: 28.4% 120 Grocery 7.9% Sales Index Sales 100 80 Apr-09 Oct-09 Apr-10 Oct-10 Apr-11 Oct-11 Apr-12 Oct-12 Apr-13 Restaurant Grocery Consumer Food 5.5 Price Index 4.0 Inflation2 2.5 Inflation(%) 1.0 -0.5 May-09 Nov-09 May-10 Nov-10 May-11 Nov-11 May-12 Nov-12 May-13 3 of 16 Public Equity Market Overview Stock Price % ChangeEV/EBITDA % Change Current Valuation Stats Net Debt / Key Trading Industry and Segment 3 Month 1 Year 3 Month 1 Year Fwd PE LTM PE EV/EBITDA EBITDA Statistics5 Protein Processing 7.7% 27.6% 13.8% 48.3% 12.2x 18.7x 8.5x 1.9x Fruit and Vegetable (2.2%) 24.1% 4.4% (6.3%) 16.5x 12.8x 12.5x 2.7x Ingredients / Flavors (1.9%) 26.8% (1.7%) 15.1% 15.6x 22.7x 12.1x 1.4x Inputs Agribusiness (1.6%) 20.8% (5.3%) 23.0% 12.1x 16.4x 8.2x 1.7x Branded Processed Foods 0.9% 26.8% 0.3% (12.9%) 18.1x 23.3x 12.9x 2.2x Private Label Foods 3.2% 13.0% 0.6% 1.9% 21.7x 27.1x 12.3x 2.6x Natural / Organic Foods 12.0% 16.2% (7.6%) 6.8% 22.2x 24.7x 14.0x 2.9x Baked Goods / Snack Foods 3.1% 24.3% 5.0% 1.9% 21.4x 21.9x 10.4x 1.9x Dairy 3.4% 17.6% 4.3% 9.8% 18.4x 20.8x 13.0x 1.9x Non-Alcoholic Beverages 5.7% 18.3% 6.4% 7.7% 18.3x 20.7x 12.5x 1.6x Food and Beverage Alcoholic Beverages (8.9%) 20.8% (6.0%) 5.4% 18.1x 19.9x 11.7x 2.8x Food Retail 7.7% 22.5% 2.9% 9.6% 15.1x 15.4x 6.1x 2.6x Grocery Distribution 7.6% 12.0% 3.5% 21.5% 14.3x 18.6x 6.0x 1.4x Foodservice (8.1%) (5.5%) (8.8%) (0.7%) 17.3x 22.1x 9.0x 3.7x Quick Service Restaurant 2.4% 28.1% 1.5% 10.3% 21.0x 22.0x 11.0x 2.3x Casual Dining Restaurant 19.7% 32.1% 16.7% 12.2% 21.0x 22.1x 9.7x 1.6x Fast Casual 13.2% 21.9% 9.3% (5.6%) 32.6x 34.2x 17.0x 3.2x Pizza 13.1% 39.5% 5.5% 15.4% 20.9x 23.5x 10.9x 2.0x Beverage / Snack Retail 13.4% 19.6% 12.1% 7.3% 27.1x 32.9x 18.4x 3.0x Consumer Consumer and Retail Family Restaurant 3.0% 22.4% (1.8%) 27.1% 16.7x 22.5x 8.7x 1.0x Overall Median 3.8% 23.8% 2.2% 8.1% 18.5x 21.8x 10.9x 1.9x Pizza Casual Dining Restaurant Public Quick Service Restaurant Company Protein Processing Sector Branded Processed Foods Performance5 Ingredients / Flavors (One year change Baked Goods / Snack Foods in stock price) Fruit and Vegetable Food Retail Family Restaurant Fast Casual Alcoholic Beverages Agribusiness Beverage / Snack Retail Non-Alcoholic Beverages Dairy S&P Natural / Organic Foods Private Label Foods Grocery Distribution Foodservice -10.0% -5.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% Inputs Food and Beverage Consumer and Retail 4 of 16 Public Equity Market Overview Recent Equity Transaction Gross Proceeds Offerings6 Close Date Filing Date Issuer Ticker Type ($mm) Use of Funds NA 6/14/2013 The WhiteWave Foods Co WWAV Follow-On $502.8 General Corp. Purp. 06/19/13 03/11/13 Truett-Hurst Inc THST IPO $37.7 Working Capital General Corp. Purp. 05/17/13 03/18/13 Russell Breweries Inc RB Follow-On $0.5 General Corp. Purp. 05/14/13 05/14/13 MyCause Beverages Inc N/A IPO $1.0 General Corp. Purp. / Working Capital 05/10/13 NA Crumbs Bake Shop Inc CRMB Convertible $7.0 General Corp. Purp. 03/27/13 12/19/12 Pinnacle Foods Inc PF IPO $580.0 General Corp. Purp. 03/21/13 12/19/12 Feronia Inc FRN Follow-On $100.0 Working Capital General Corp. Purp. 03/12/13 03/01/13 Annie's Inc BNNY Follow-On $140.0 General Corp. Purp. 02/20/13 2/19/2013 Post Holdings Inc POST Convertible $241.5 Working Capital General Corp. Purp. 02/13/13 02/13/13 Olivia Inc NA Follow-On $0.1 Working Capital General Corp. Purp. 02/11/13 02/11/13 Z Trim Holdings Inc ZTHO Follow-On $10.0 Working Capital General Corp. Purp. 01/31/13 01/31/13 Sport Stix Inc NA IPO $1.0 Working Capital General Corp. Purp. 01/10/13 11/29/12 Xylitol Canada Inc XYL Follow-On $2.0 Working Capital General Corp. Purp. 150 40.2% Food and 140 Beverage 23.3% 130 Industry Stock 21.2% 5 Performance 120 12.3% 110 (0.6% ) 100 (1.2% ) 90 80 70 60 50 Jun-12 Sep-12 Nov-12 Jan-13 Apr-13 Jun-13 Restaurant Protein Processing/Dairy Natural/Organic Beverage Private Label Food Manufacturing S&P 500 5 of 16 M&A Market Overview Highlighted CEO David Murdock Submits Bid to Take Dole Foods Private Food and • Dole Foods is a grower, processor, marketer, and distributor of fresh fruits and vegetables.