Proprietary and Confidential QUARTERLY REPORT MACROECONOMIC & MARKET UPDATE July 24, 2019 DAVID SHIFFMAN CATHY LEONHARDT SCOTT MOSES JEFF DERMAN GREGORY GRAMBLING PATRICK FURLONG Managing Director Managing Director Managing Director Managing Director Managing Director Director Co-Head of Retail Co-Head of Retail Head of Food Retail (212) 508-1642 (212) 508-1660 (212) 508-1675 (212) 508-1625 (212) 508-1674 (212) 508-1643 [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] Proprietary and Confidential TABLE OF CONTENTS SECTION I Macroeconomic Update 5 II Financial and M&A Markets Update 17 III Retail Market Update 22 IV Retail Trading and Operating Comparables Analysis 28 1 Proprietary and Confidential GLOBAL RETAIL GROUP Senior Team Peter J. Solomon Marc Cooper David Shiffman Cathy Leonhardt Michael Founder and Chief Executive Managing Director, Managing Director, Gottschalk Chairman Officer Co-Head of Retail Co-Head of Retail Managing Director, Head of Consumer Scott Moses Jeffrey Derman Gregory Patrick Furlong Flore Gimello Managing Director Managing Grambling Director Vice President Head of Food Director Managing Director Retail & Restaurants Additional Team Members Eric Bormel, Associate Addison Bakken, Associate Peter Diamond, Associate Gaurav Ghosh, Associate Joshua Heft, Associate Susan Wang, Associate Brandon Yoshimura, Associate We advise clients in all retail and ▪ We are a globally recognized strategic advisor to leading retail, consumer sectors, including: consumer, apparel, footwear and e-commerce companies ▪ Unparalleled breadth and depth of industry knowledge, relationships Branded Apparel, Grocery & Food Retail and execution experience Footwear & Accessories Health, Wellness & Beauty ▪ Strategy is to be the dominant retail centric advisory group Consumer Products Home Improvement ▪ Our expertise encompasses the convergence of retail, consumer, Department Stores / Jewelry / Luxury e-commerce and digital media Broadlines / Mass Merchants Off Price ▪ Collaborative effort with our tech, media and telecom bankers to provide clients a unique cross-sector perspective and approach that Discount & Dollar Restaurants leverages their knowledge, insights and sector relationships Drug Chain Specialty Hardlines ▪ Provide M&A, restructuring and financing advisory services to E-Commerce Specialty Softlines clients ranging from multi-national, large-capitalization corporations Fitness / Performance Sporting Goods/Outdoor to smaller, high-growth, privately-held companies Apparel 2 SELECTED RETAIL GROUP TRANSACTIONS PENDING PENDING PENDING PENDING PENDING J U N E 2 0 1 9 $683,000,000 $170,000,000 Has agreed to be acquired by Pursuing strategic alternatives for Has been sold to Has been sold to Owner of Strategic Alternatives Transform Holdco Serving as financial advisor to Serving as financial advisor to Serving as restructuring advisor to Len Riggio, Founder, Chairman and Serving as financial advisor to the Special Committee of Serving as financial advisor to Payless ShoeSource in its Chapter 11 Served as financial advisor 19% shareholder of Barnes & Noble Hudson’s Bay Company Independent Directors Fred’s bankruptcy proceedings to Arteriors J U N E 2 0 1 9 A P R I L 2 0 1 9 M A R C H 2 0 1 9 FEBRUARY 2019 DECEMBER 2018 DECEMBER 2018 $300,000,000 $35,000,000 $100,000,000 Has been sold to Has received an investment from Has divested Has been sold to Has acquired Senior Secured Credit Facility provided by Undisclosed from to Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Moose Knuckles OpCapita Charming Charlie Genesco Martin’s Super Markets Best Market DECEMBER 2018 NOVEMBER 2018 OCTOBER 2018 OCTOBER 2018 OCTOBER 2018 OCTOBER 2018 €3,250,000,000 $113,000,000 $160,000,000 Has sold select real estate assets to Has sold 179 stores’ pharmacy Has divested prescription files to and formed a joint venture with Has acquired Has divested Senior Secured Credit Facility to to operate to Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to V.F. Fred’s Hudson’s Bay Company Hibbett Sports SUPERVALU Key Food Corporation OCTOBER 2018 OCTOBER 2018 SEPTEMBER 2018 AUGUST 2018 AUGUST 2018 J U N E 2 0 1 8 $437,000,000 $275,000,000 $2,500,000,000 $558,000,000 Has been sold to Has acquired the assets of Has agreed to be sold to Has been sold to Has been sold to a newly formed entity controlled by Senior Secured Credit Facility George Feldenkreis Served as co-financial advisor to Served as financial advisor to the Served as financial advisor to Served as financial advisor to Charlesbank Capital Partners and Served as financial advisor to Served as financial advisor to the Special Committee of Perry Ellis Bare Necessities Stein Mart Partners Group Charlesbank Special Committee of The Finish Line Reflects sell-side / strategic advisory engagements. 3 ** Natixis, a PJ SOLOMON affiliate, acted as the underwriting party on this transaction. SELECTED RETAIL GROUP TRANSACTIONS (CONT’D) M A Y 2 0 1 8 M A R C H 2 0 1 8 M A R C H 2 0 1 8 FEBRUARY 2018 ** FEBRUARY 2018 NOVEMBER 2017 $305,000,000 $788,000,000 Has acquired the remaining outstanding equity interests of Spin off of Has merged with Has acquired Has agreed to acquire Strategic investment by from Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to DSW Groupe Rocher Apollo Co-Manager Flight Club El Rancho AUGUST 2017 AUGUST 2017 ** J U L Y 2 0 1 7 J U N E 2 0 1 7 ** M A Y 2 0 1 7 A P R I L 2 0 1 7 ** $3,900,000,000 $325,000,000 $446,000,000 $925,000,000 $1 billion Senior Notes Senior Secured Credit Facilities $2.9 billion First Lien Term Loan Has sold select assets to Has sold select assets to Has been sold to $675 million First Lien Term Loan Indiana Grocery Group $250 million Second Lien Term Loan Served as financial advisor to Served as joint Lead Arranger Served as financial advisor to Served as joint Lead Arranger Served as financial advisor to Served as joint Lead Arranger Central Grocers and Bookrunner Marsh Supermarkets and Bookrunner Nutraceutical International Corporation and Bookrunner A P R I L 2 0 1 7 ** A P R I L 2 0 1 7 M A R C H 2 0 1 7 M A R C H 2 0 1 7 ** FEBRUARY 2017 FEBRUARY 2017 $840,000,000 $248,000,000 $174,200,000 Has been sold to Has been sold to Centre Lane Partners and Grand $30 million Revolving Credit Facility Has been sold to Wealth (subsidiary of Yue Yuen $525 million Term Loan B $165 million Term Loan Industrial (Holdings) Limited) have $315 million Delayed-Draw Fungible $53 million Commercial Mortgage Term Loan B recapitalized Haggar, resulting in | Grand Wealth acquiring 100% of shares outstanding Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to Kenneth Cole Productions and MBS Textbook Exchange and Served as restructuring advisor to Served as Co-Manager Haggar ModCloth Natixis provided real estate financing owner Leonard Riggio Nasty Gal on its Section 363 sale JANUARY 2017 DECEMBER 2016 * DECEMBER 2016 NOVEMBER 2016 SEPTEMBER 2016 SEPTEMBER 2016 $950,000,000 $145,000,000 Has divested Has divested Has agreed to acquire 865 stores Has sold select pharmacy assets to Has been sold to and certain assets from Has acquired to | Served as financial advisor to Provided a fairness opinion to the Served as financial advisor to Served as financial advisor to Served as financial advisor to Served as financial advisor to The Finish Line Board of Directors of Fred’s Inc. Southeastern Grocers Mi Pueblo Tractor Supply Company HSNi * Terminated transactions. Reflects sell-side / strategic advisory engagements. 4 ** Natixis, a PJ SOLOMON affiliate, acted as the underwriting party on this transaction. Proprietary and Confidential MACROECONOMIC UPDATE 5 Proprietary and Confidential CURRENT MACROECONOMIC SUMMARY Positive Developments Continued Concerns ✓ Record equity valuations China Trade War and Brexit concerns continue to impact Global sentiment ✓ U.S. Real GDP increased +3.1% in Q1 2019 after +2.2% in Q4 2018 ‒ U.K. business leaders voicing concerns over leaving the EU without a deal ‒ Driven by rising exports, falling imports and higher inventory investment by the October 31 deadline offsetting weaker gains in consumer spending ‒ Consumer confidence down to its lowest level in 21 months in June 2019 amid trade tensions ✓ Labor market continues with low unemployment and positive wage growth ‒ In June 2019, U.S. employers added 224,000 jobs, as hiring continues to be Volatile global equity and credit markets, notwithstanding a 10-year bull strong in its record 105th straight month of gains market and valuations in many asset classes near all-time highs ‒ Unemployment rate ticked up slightly to 3.7% from 3.6% in May, a 50-year ‒ The Treasury Yield Curve has been inverted for more than 30 consecutive low, in part due an increase in the Labor Force Participation Rate trading sessions, a strong historical signal for a recession ‒ Wage growth increased at 3.1%, a near-decade high ‒ While VIX has been relatively calm in 2019, spikes throughout 2018 make the index worth monitoring ✓ In July 2019, Federal Reserve Chairman Jerome Powell signaled potential rate cuts to buoy the U.S. economy if trade tensions and slower growth in Consumer spending drastically slowed in Q1 2019, only increasing by 1.2% Europe and Asia do not reverse in the quarter, down from a much stronger 2.5% in Q4 2018 ✓ Suspension of tariff increases by both the U.S.