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US retail and consumer M&A insights: 2012 year in review and 2013 outlook

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US retail and consumer M&A insights 2012 year in review and 2013 outlook At a glance Deal activity in the R&C sector has been positive compared to 2011, particularly amongst larger multi-billion dollar deals. Consumer sentiment has been improving and approached the highest levels seen since 2008, contributing to positive underlying business performance and willingness of R&C companies to invest. We expect R&C deal activity will continue its positive momentum during 2013 as companies look to focus on avenues to grow core operations, expand their capabilities to execute across the rapidly developing omnichannel landscape, and increase their global footprint to access higher growth markets. January 2013 A publication from PwC’s Deals business
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US retail and consumer M&A insights2012 year in review and 2013 outlook

At a glanceDeal activity in the R&C sector has been positive compared to 2011, particularly amongst larger multi-billion dollar deals.

Consumer sentiment has been improving and approached the highest levels seen since 2008, contributing to positive underlying business performance and willingness of R&C companies to invest.

We expect R&C deal activity will continue its positive momentum during 2013 as companies look to focus on avenues to grow core operations, expand their capabilities to execute across the rapidly developing omnichannel landscape, and increase their global footprint to access higher growth markets.

January 2013

A publication from PwC’s Deals business

2 PwC US retail & consumer M&A insights

Welcome to PwC’s US retail and consumer M&A insights 2012 year in review and 2013 outlook. Mergers and acquisitions (M&A) across the US were up from 2011 and continue to demonstrate good momentum heading into 2013 with the highest deal value since 2008. The R&C sector comprised approximately 25% of total US deal volume during the year which is consistent with historical levels. Corporations spinning off businesses, private equity investment in retail, increased cross border activity and expansion into e-commerce continue to drive activity in the sector.

Additionally, the rise of the digitally empowered consumer is driving retail business models to transition from traditional stores to a marketplace that is increasingly omnichannel. Retailers are increasingly looking at acquisition opportunities to more quickly transform their businesses by expanding their e-commerce capabilities and gaining access to alternative business models.

Consumer sentiment improved signifi cantly during the year; however, the prolonged negotiations on the fi scal cliff dampened the positive momentum heading into 2013. Despite some near term challenges in consumer sentiment, we expect retail and consumer companies to continue to use acquisitions as a vehicle for growth and means to adapt to consumer trends.

Year in review

• Deal volume and disclosed values are up. Deal volume for announced deals >$50M was up 20% in 2012 while disclosed value more than doubled the level seen in 2011. Q4 2012 deal volume and disclosed value increased

28% and 39%, respectively, on a sequential basis, and 21% and 100%, respectively, from Q4 2011 as sellers continued to push to close deals before year end.

• Increased volume of larger deals ($1B+) drove the deal value growth. The larger deals were led by corporate deals, with Nestlé’s acquisition of Pfi zer Nutrition ($11.9B), Walgreen’s acquisition of 45% of Alliance Boots ($6.7B), and ConAgra’s proposed acquisition of Ralcorp ($5.0B plus approximately $1.8B in assumed debt). Private equity deals also contributed to the year over year increase led by Richard Schulze’s proposed acquisition of Best Buy ($7.1B) and nine proposed/completed deals greater than $1B (compared to six in 2011).

Total R&C deal volume (including deals with values <$50M and undisclosed) is down 5% from 2011 continuing to refl ect a bifurcated market where the activity is being increasingly driven by larger deals.

• Private equity activity in the retail sector approached the pre-downturn levels of 2007. Private equity comprised nearly 40% of retail deal volume and 55% of the retail deal value during 2012 for deals >$50M, led by the proposed Best Buy transaction, Leonard Green / TPG Capitals’s acquisition of Savers, Inc. ($1.8B) and Thomas H. Lee Partners acquiring the majority interest in Party City, a transaction valued at $2.7B.

• IPO volumes were up from 2011. IPO volume in R&C increased by 38% compared to 2011, however average deal size was down 10% from 2011 to $147 million.

• EBITDA trading multiples continued to expand during 2012: Over the last several years, EBITDA multiples in the sector have continued to expand, driven primarily by the Apparel, Footwear & Accessories and Restaurants sub-sectors. Apparel, Footwear & Accessories saw the most notable increase in EBITDA multiples, with positive stock price performance driven by a mix of organic growth (e.g., Nike) and growth through acquisition (e.g., PVH). Restaurants also fared extremely well with EBITDA multiples increasing primarily due to healthy top line growth in the sector and an increase in margins. In Consumer Goods, multiples improved over the last several years across consumer products segments, including food and beverage, alcohol and tobacco, as well consumer goods. Refer to the appendix for trending of the trading multiples for R&C and by sub-sector.

The return of large corporate and private equity deals in 2012 led to the highest value of R&C deals since 2008

0

30

60

90

120

150

>1B >500M >250M >100M >50M201220112010

32

28131723

32

33

131013

38

33

1815

26

0

50,000

100,000

R&C deals >$50M by volume and total value

Dea

ls b

y vo

lum

e

Tota

l val

ue ($

in M

illio

ns)

PwC analysis of Thomson Reuters data

Total >50M

3 2012 year in review

Key announced transactions

Deals greater than $1 billion almost doubled in 2012 and were close to pre-downturn levels in 2007. Key announced transactions during 2012 included:

• Nestlé / Pfi zer: Nestlé SA of Switzerland acquired Pfi zer Nutrition, a Madison-based manufacturer and wholesaler of children’s nutrition products, from Pfi zer Inc, for $11.9 billion.

• Walgreen / Alliance Boots: Walgreen Co. acquired a 45% stake in Alliance Boots GmbH, an owner and operator of drugstores chain, primarily in Europe, owned by Kohlberg Kravis Roberts & Co and Alliance Sante Participations SA’s AB Acquisitions Ltd unit, for $6.7 billion. Concurrently, Walgreen was granted an option to acquire the remaining 55% interest in Alliance Boots.

• ConAgra / Ralcorp: ConAgra Foods Inc. agreed to acquire the Ralcorp Holdings Inc, a St. Louis-based producer and wholesaler of cereals and snacks, for $90 per share, or $5.0 billion and the assumption of an approximately $1.8 billion in debt.

• Molson Coors / Starbev: Molson Coors Brewing Co., acquired Starbev Management Services sro, a Prague-based producer and wholesaler of beer, from CVC Capital Partners Ltd for $3.5 billion.

• PVH / Warnaco: PVH Corp. agreed to acquire Warnaco Group Inc., a New York-based manufacturer and wholesaler of men’s and women’s intimate apparel, for $2.8 billion.

• Kellogg / Pringles: Kellogg Co. acquired the Pringles business of Procter & Gamble Co, a producer and wholesaler of potato chips, for $2.7 billion. Previously, Diamond Foods Inc withdrew its agreement to merge with Pringles in a stock swap transaction valued at $2.5 billion.

• Schulze / Best Buy: Richard Schulze, planned to launch an unsolicited tender offer to acquire the remaining 79.857% interest, which he did not already own, in Best Buy Co, a Richfi eld-based owner and operator of retail stores, for a total value of $7.1 billion.

• Leonard Green & TPG / Savers: An investor group comprised of Leonard Green & Partners LP, TPG Capital LP and Savers Inc. chairman, Thomas Ellison, acquired Savers Inc, a Bellevue-based owner and operator of thrift

store chain, from Freeman Spogli & Co, for $1.8 billion in a secondary buyout transaction.

Other major activity included Coty US Inc.’s withdrawal of its plans to launch an unsolicited tender offer to acquire Avon Products Inc., a New York-based manufacturer, wholesaler and retailer of beauty products, for $10.7 billion and Lowe’s withdrawal of its plans to launch a hostile tender offer to acquire the entire share capital of RONA Inc, a Boucherville-based wholesaler and retailer of hardware products, for $1.8 billion.

Consumer trends and insights

Consumer confi dence rebounded during 2012 from the lower levels seen in 2011 and approached the highest levels since early 2008. The three month moving average for the Thomson Reuters/University of Michigan Consumer Sentiment Index reached 79.4 in December 2012, up 23% from 64.8 in

50

60

70

80

DNOSAJJMAMFJDNOSAJJMAMFJ

Consumer sentiment index

Monthly data 3-month avg.

2011 2012

Source: Thomson Reuters/University of Michigan surveys of consumers

290

300

310

320

330

340

Retail sales, excluding autos

YOY % changeRetail sales, ex autos

Ret

ail s

ales

ex

auto

s in

bill

ions

YO

Y %

incr

ease

DNOSAJJMAMFJDNOSAJJMAMFJ2011 2012

0%1%2%3%4%5%6%7%8%9%10%

Source: US Department of Commerce

4 PwC US retail & consumer M&A insights4

December 2011 and 6% during the fourth quarter 2012. The three month average retail sales, excluding autos, rose 4% in 2012 indicating that improved consumer confi dence translated into retail sales during the year. The improvements in consumer confi dence and retail sales were primarily the result of improved household fi nancial conditions from rising home sales, higher stock prices and a decline in the unemployment rate from 8.5% in 2011 to 7.8% in 2012. Retail sales were generally higher across each major business segment with restaurants leading the way, up 7%, as consumers increased their frequency of dining out with improving consumer sentiment. Additionally, nonstore retail activity was up 12% from 2011, evidence that companies continue to expand their omnichannel retail strategies.

Retail sales in the fourth quarter got off to a slower start than expected based upon the momentum which appeared to be building during the fi rst 3 quarters of 2012, primarily due to Hurricane Sandy which signifi cantly impacted key East coast markets, and the presidential election. However, consumer confi dence levels hit a four year high in November which helped drive a 5% year-over-year increase in retail sales, excluding autos. The positive consumer sentiment trend in 2012 took a downward turn during December, particularly the last few weeks, as consumers awaited the outcome of the US Federal Government’s negotiations around potential tax increases and government spending cuts. Although the Consumer Sentiment Index ended the year at 79.4, up 23% from 2011, the index fell 12% during December from a four year high of 82.7 in November. Despite the decline in sentiment, year-over-year growth in retail sales was up 4% in December (compared to 3% in November).

We expect US consumers will remain cautiously optimistic in the year ahead as they absorb the impact of the recent payroll tax hike, await resolution of continued negotiations in Washington on government spending and the upcoming debt ceiling, and become more aware of the potential impact of the Patient Protection and the Affordable Care Act set to begin January 1, 2014.

Cross border deal activity

Overall, cross border deal activity has remained consistent with prior year levels, representing 40% of deal volume and 50% of deal value in 2012. Inbound and outbound deal activity demonstrated fairly equal activity during 2012 with inbound activity slightly ahead of outbound activity, comprising 53%

of volume. Outbound deal activity has comprised 58% of cross border deal volume on average since 2007. The inbound activity was led by European and Asia Pacifi c investors, including:

• Nestlé SA of Switzerland acquired Pfi zer Nutrition, a Madison-based manufacturer and wholesaler of children’s nutrition products, from Pfi zer Inc, for $11.9 billion.

• An investor group, including Johann A Benckiser SE of Austria, a unit of Donata Holdings SE’s Parentes Holding SE subsidiary, and BDT Capital Partners LLC, acquired Peet’s Coffee & Tea Inc, a Berkeley-based producer and wholesaler of whole bean coffee and tea, for $1.1 billion.

• Reckitt Benckiser Group PLC of the UK acquired the Schiff Nutrition International Inc., a Salt Lake City-based manufacturer and wholesaler of pharmaceuticals, for $1.3 billion.

• Apax Partners Worldwide agreed to acquire Cole Haan Holdings Inc., a Scarborough-based manufacturer and wholesaler of shoes and apparel, from Nike Inc., for $570 million.

• Itochu Corp. of Japan agreed to acquire the packaged foods and fresh produce business of Dole Food Co. Inc, a owner and operator of fruit and vegetable farms for $1.6 billion.

Outbound deal volume declined 4% in 2012; however, deal value increased 16% primarily led by Walgreen’s acquisition of Alliance Boots ($6.7B), a Swiss-based health and beauty retailer and pharmaceutical wholesaler. Signifi cant investment into Europe during 2012 included:

• Molson Coors Brewing acquisition of Starbev Management Services sro ($3.5B), a Prague-based producer and wholesaler of beer.

• Mohawk Industries Inc.'s agreement to acquire Marazzi Group SpA, a Modena-based ceramic designer, manufacturer and distributor, from the Marazzi Family, Permira Advisers LLP and Private Equity Partners SGR SpA, for $1.6 billion.

• Procter & Gamble’s acquisition of the remaining 50% interest in Arbora y Ausonia SL ($1.0B), a Barcelona-based manufacturer and wholesaler of sanitary napkins.

5 2012 year in review

Asia Pacifi c was another leading area for US investment abroad this year as US companies continue to seek out opportunities to take advantage of the expected growth in consumer spending across the Asia Pacifi c economies. In Asia Pacifi c, investment activity was led by Bain Capital’s acquisition of a 50% interest in Jupiter Shop Channel Co. Ltd, a Chuo, Tokyo-based provider of TV shopping services, and a wholly-owned unit of Sumitomo Corp. ($1.1B) and Archer Daniels Midland’s tender offer to acquire the remaining 80.1% interest which it did not already own in GrainCorp Ltd, a Sydney-based wholesaler of grain and agricultural products, for a sweetened offer of $2.9 billion.

2011 2012

(In USD million,except # of deals) Domestic

US asbidder

US as target

Netinbound

(outbound) Total DomesticUS asbidder

US astarget

Net inbound

(outbound) Total

Number of deals 63 26 19 (7) 108 78 25 27 2 130

Total deal value $ 23,050 $ 13,592 $ 6,682 $ (6,910) $ 43,324 $ 45,770 $ 22,372 $ 23,024 $ 652 $ 91,166

Average deal value $ 366 $ 523 $ 352 $ (171) $ 1,240 $ 587 $ 895 $ 853 $ (42) $ 2,334

Cross border deal activity

Deal volume growth in the rest of the world (ROW) was entirely driven by Latin America led by General Mills Inc’s acquisition of oki Alimentos SA, a Sao Bernardo do Campo-based manufacturer and wholesaler of food products, for an estimated $961.5 million and Costco Venture Mexico, a wholly- owned subsidiary of Costco Wholesale Corp., acquiring the remaining 50% interest, in Costco de Mexico SA de CV, for $785 million.

Internationally, we expect R&C companies to continue to invest in emerging markets (both organically and through acquisitions and joint ventures), with China and Brazil continuing to be a focal point as their middle class continues to expand and their consumer economy continues to grow.

2011 2012

(In USD million,except # of deals) Europe Asia Pacifi c Canada ROW Total Europe Asia Pacifi c Canada ROW Total

Number of deals 17 5 3 1 26 12 6 3 4 25

Total deal value $ 9,829 $ 774 $ 2,008 $ 980 $ 13,592 $ 14,619 $ 4,582 $ 1,292 $ 1,879 $ 22,372

Average deal value $ 578 $ 155 $ 669 $ 980 $ 523 $ 1,218 $ 764 $ 431 $ 470 $ 895

Outbound deal activity

2011 2012

(In USD million,except # of deals) Europe Asia Pacifi c Canada ROW Total Europe Asia Pacifi c Canada ROW Total

Number of deals 7 3 5 4 19 13 6 5 3 27

Total deal value $ 1,620 $1,954 $ 2,548 $ 560 $ 6,682 $ 16,491 $ 2,467 $ 2,221 $ 1,845 $ 23,024

Average deal value $ 231 $ 651 $ 510 $ 140 $ 352 $ 1,269 $ 411 $ 444 $ 615 $ 853

Source: PwC analysis of Thomson Reuters data includes deals with announced value >$50 million only.

Inbound deal activity

6 PwC US retail & consumer M&A insights

Corporate spin-offs and divestitures

Deal activity in the consumer space continues to be partially driven by large CPG companies selling non-core operations/brands. We expect the trend to continue during 2013 as CPG companies look to sell underperforming assets and reinvest in higher margin/growth products and markets.

Divestitures (excluding spin-offs) in R&C during 2012 represented 30% of R&C deal volume compared to 32% in 2011 and approximately 31% since 2007. For disclosed deals over $50 million, deal volume was relatively fl at compared to 2011 while deal value was up $18 billion, or 86%, driven by Pfi zer’s $11.9 billion divestiture of its children’s nutrition products to Nestlé.

In addition to divestitures, the R&C sector has seen continued activity in corporate restructuring and spin-offs, as companies reassess their portfolios and positioning in an increasingly competitive environment. Corporate spin-offs in 2012 generally focused on realigning businesses to distribution channels or high versus low growth product segments.

Divestiture volume and value

0

5,000

10,000

15,000

20,000

25,000

60

70

80

90

100

110

120

Q1 Q2

Dea

l val

ue ($

in M

)

Num

ber

of

dea

ls

Divestiture value Divestiture volume

Q3 Q4 Q1 Q2 Q3 Q4

Source: PwC analysis of Thomson Reuters data

2011 2012

2012 2011

Divestiture volume by subsector

0 10 20 30 40 50 60 70 80

Source: PwC analysis of Thomson Reuters data

Speciality retail/other (electronics, home improvement, auto repair, etc)

Restaurants

Other consumer products

Other

Internet/ecommerce

Household & personal products

Grocery, drug, discount, and mass

Food and beverage (including alcohol)

Apparel, footwear and accessories

Agribusiness (crops, fertilizer, animal processing)

Key spin-off activity included:

• Kraft’s split of its North American grocery business and its International businesses (Mondelez International Inc.), effective October 1, 2012.

• Sara Lee’s split of its North American food business (Hillshire Brands) and its international coffee business, D.E. Master Blenders 1753 B.V., effective July 9, 2012.

7 2012 year in review

• Sears Holdings Corp. spun off its hometown and outlet business to its shareholders generating proceeds of $347M (total transaction valued at $708M). On completion, the spun off entity was named Sears Hometown and Outlet Stores Inc.

• Dean Foods spun off a minority share in WhiteWave Foods Co., a dairy foods and beverage producer of brands such as Horizon Organic and Silk soymilk for $391 million.

As these companies begin to operate separately, we expect to see increased M&A activity to drive growth in the re-focussed business segments.

Overall, we expect consumer-branded companies to continue to evaluate their portfolios and divest or spin-off products.

Sub-sectors

The retail and consumer sector continues to be driven largely by food and beverage transactions both in terms of deal volume and deal value. Food and beverage transactions accounted for 17% of all transactions in 2011 and 38% of transactions with a disclosed value. Transaction volume started off fl at versus the prior year and looked poised to increase with the completion of large transactions like Nestlé-Pfi zer and Molson Coors-Starbev; however, transaction volume declined moderately in the second half of the year, likely as a result of the overall uncertainty in the economy. While the number of food and beverage transactions decreased from prior year, total disclosed transaction value returned to historical levels seen in 2009 and 2010 from a fi ve-year low of $7 billion in 2011 to $36 billion in 2012.

Average deal size in food and beverage also bounced back and grew from $107 million in 2011 to $617 million in 2012 as a result of numerous billion dollar transactions and corporate buyers’ decision to more aggressively grow through acquisition. 2012 saw eight >$1 billion food and beverage transactions, led by Nestlé’s $12 billion acquisition of Pfi zer Nutrition, ConAgra’s pending $5 billion acquisition of Ralcorp

Holdings, Inc. and Molson Coors Brewing Co.’s $4 billion acquisition of Starbev Management Services. Financial buyers were also active in the food and beverage subsector, with an investor group led by Johann A Benckiser SE of Austria and BDT Capital Partners LLC acquiring Peet’s Coffee & Tea Inc. for approximately $1 billion.

After several years of very little activity, specialty retail saw an increase in mid-market acquisitions in 2012 with 18 deals with disclosed values under $1 billion compared to less than four deals in 2011 and 2010. In addition, the value of >$1 billion deals more than doubled over the same periods, led by Richard Schulze pending, unsolicited offer to acquire Best Buy for $7 billion and Thomas H Lee Partners LP’s acquisition of Party City for $2.7 billion. The result was a banner year for specialty retail in terms of transaction value with approximately $14 billion in disclosed deals.

0 5 10 15 20 25 30 35

Food and beverage

Specialty retail/other

Other consumerproducts

Restaurants

All other

Grocery, drug,discount, and mass

Apparel, footwearand accessories

Deal volume by subsector

2012 2011 2010

Source: PwC analysis of Thomson Reuters data

8 PwC US retail & consumer M&A insights

Private equity continued to play a pivotal role in the apparel, footwear and accessories and restaurant subsectors accounting for slightly less than half of all transaction volume and nearly 80% of transactions valued more than $1 billion. Apparel, footwear and accessories saw two>$1 billion deals by private equity, including Clayton Dubilier & Rice LLC’s acquisition of David’s Bridal Inc. for approximately $1 billion and Wolverine World Wide Inc, Blum Capital Partners LP and Golden Gate Capital’s acquisition of Collective Brands Inc. for approximately $1 billion. Restaurant deals were also heavily dominated by fi nancial buyers with Justice Holdings’ acquisition of Burger King for a little more than $1 billion and Centerbridge Partners’ $1 billion acquisition of PF Chang’s

China Bistro. We expect private equity will continue to be active in the restuarant sub-sector as they see opportunities to improve operating effi ciencies coming out of the economic downturn and position for growth.

Grocery, drug, discount, and mass retailer deal volume and value saw better than average growth during the year as well. Deal volume and value >$50M more than doubled over prior year, with the volume increase driven by middle market deals (<$500 million) and growth in deal value driven by large deals, primarily Walgreen’s acquistion of 45% of Alliance Boots for $6.7 billion.

16%

12%10%

y

3%

19%

20%

6%

4%

10%

$43,324M

23%

5%8%

7%

18%

17%

12%

5%

6%

1%

108 39%

14%

4%

4%

10%

5%

16%

7%

2%

$91,166M1%

25%

9%10%

y

7%

13%

9%

8%

4%

14%

130

2%

Source: PwC analysis of Thomson Reuters data

Sector deals by volume Sector deals by value

2011 20112012 2012

Apparel, footwear and accessories

Other

Food and beverage (including alcohol

Other consumer products

Grocery, drug, discount and mass

Restaurants

Household and personal products

Agribusiness (crops, fertilizer, animal processing)

Internet/ecommerce

Specialty retail/other (electronics, home improvement, auto repair, etc.)

9 2012 year in review

IPOs

Total R&C volume in the 2012 IPO market increased over 2011, despite the slowdown in activity sporadically during the year after such events as the European debt crisis, the months long quiet period after the Facebook IPO and the pending fi scal cliff in the fourth quarter. While 2012 did not see the billion plus dollar offerings, R&C IPO average returns were up with one-day returns exceeding 22% and average year to date returns exceeding market returns. In the overall IPO market, R&C companies, such as organic food maker Annie's and discount youth retailer Five Below, produced some of the best-performing deals. 2013 is expected to be poised for a good volume of activity but likely subject to the same volatility with windows of opportunity opening throughout the year.

IPO volume during the year increased 38% compared to 2011 while IPO proceeds decreased 28%. The decline in proceeds is largely a result of two large IPO’s which occurred in 2011 and raised proceeds of $2.2 billion, Arcos Dorados and Michael Kors in Q2 and Q4, respectively. Excluding the two large deals in 2011, the average IPO size remained lower than 2011, declining 10% to $147 million.

IPOs in the R&C sector comprised 15% of the overall volume and 12% of the proceeds of total IPO market activity in 2012 (excluding the Facebook IPO) which was relatively consistent with R&C's contribution in 2011 (12% of the deals and 13% of the proceeds).

Retail IPO’s drove the volume growth in the R&C sector during 2012 as they doubled compared to 2011 raising $1.8 billion. The number of consumer IPO’s were down slightly compared to 2011 and raised $1.4 billion in proceeds.

Financial sponsors continued to remain active in the sector, backing 13 and 14 IPOs in 2011 and 2012, respectively, representing $4.1 billion and $1.7 billion of the proceeds raised. On average, fi nancial sponsor ownership was in the range of 60 – 67 percent pre IPO and approximately 15 percent was sold in conjunction with IPOs in 2011 and 2012.

2012 saw IPO windows opening periodically indicating the volatility of market conditions. Smaller companies moved opportunistically to tap the public markets when windows opened in Q3 and through the beginning of Q4, 12 of the

0

1,000

2,000

3,000

4,000

5,000

Quarterly value

20122011Q4Q3Q2Q1Q4Q3Q2Q1

IPO volume and proceeds trending

Annual value Volume

25

20

15

10

5

0

VolumeValue $in millions

Source: PwC analysis of publicly available information

0%

10%

20%

30%

YTD+ 1 week+ 1 day

2012 pricings2011 pricings

R&C IPO performance (returns)

Source: PwC analysis of publicly available information

22 IPOs and $2.0 billion of proceeds occurred during this window. The consumer space was particularly strong in Q4 representing approximately 50% of consumer IPOs and proceeds in 2012.

After the strong performance seen during Q3 and into October, investors turned their attention to the Presidential election, fi scal outlook and the performance of the holiday selling season resulting in a signifi cant decline in activity for the latter half of Q4. The R&C sector has not had an IPO price since November 1, 2012.

10 PwC US retail & consumer M&A insights

R&C IPOs continued to outperform as a sector in 2012, with stock price gains exceeding broader equity market returns and year to date returns improving over 2011 results. On a year to date basis, the 2012 R&C IPOs are on average 24 percent above their issue price, compared to 13% for the S&P500. Some of the top performers in 2012 were familiar brand names, Annie’s, Chuy’s and Five Below.

Offering prices experienced a wide range of outcomes with a substantially equal number pricing above, within or below their initial projected range indicating a discerning investing public:

Number of IPOs 2011 2012

Above 8 6

Within 6 9

Below 2 7

The pipeline for R&C companies remains strong but has been declining over the past year. At the end of 2012, the number of R&C companies that had fi led in the last twelve months included 10 companies seeking to raise $2.5 billion, which compared to 19 companies seeking proceeds of $2.5 billion at the end of 2011. Retail represents just over half of the pipeline proceeds which is largely attributable to two companies seeking over $500 million each. It is believed that the pipeline may be even stronger than this due to the confi dential fi ling provisions provided by the JOBS Act, which were designed to allow Emerging Growth Companies (EGC) the ability to work confi dentially with the SEC, and are only required to publicly disclose their fi lings within 21 days of their anticipated IPO roadshow. During the fourth quarter of 2012, 4 of the 6 IPOs that priced their offerings were EGCs, as defi ned under the JOBS Act.

Despite the pause in IPO pricings after October, the runway for entering the public markets is active as refl ected by the considerable number of companies that are fi ling under the JOBS act. This underlying volume of activity bodes well for the IPO market as we enter 2013. However, given seasonal trends in the industry and many retailers underperforming during the holiday season as well as continued uncertainty around economic and political concerns, it is expected that the volatile “window of opportunity” trends noted in 2012 will continue in 2013. Additionally, M&A transactions will also fuel IPOs over the next years through exits by investors. Our experience, and recent market trends, indicate the IPO process may easily take 6 months. Companies should be prepared and ready to take advantage of these openings in the upcoming year.

R&C IPOs—2012Company name Pricing

dateSector Proceeds

($ mil)

Caesars Entertainment Corporation

2/7/2012 Retail 16.3

Roundy's Parent Company, Inc.

2/7/2012 Retail 163.0

Vipshop Holdings Limited 3/22/2012 Retail 71.5

Annie's, Inc. 3/27/2012 Consumer 95.0

Cafepress Inc. 3/28/2012 Retail 85.5

Digital Cinema Destinations Corp.

4/18/2012 Consumer 13.4

Tumi Holdings, Inc. 4/18/2012 Consumer 338.0

Tilly's, Inc. 5/3/2012 Retail 124.0

Ignite Restaurant Group, Inc. 5/10/2012 Retail 80.8

Cencosud S.A. 6/21/2012 Retail 238.3

Five Below, Inc. 7/18/2012 Retail 163.5

Chuy's Holdings, Inc. 7/23/2012 Retail 75.8

Natural Grocers By Vitamin Cottage Inc.

7/24/2012 Retail 107.1

Del Frisco's Restaurant Group, LLC

7/26/2012 Retail 75.4

Bloomin' Brands, Inc. 8/7/2012 Retail 176.0

Manchester United Ltd. 8/9/2012 Consumer 233.3

LifeLock, Inc. 10/2/2012 Consumer 141.3

Sears Hometown and Outlet Stores, Inc.

10/9/2012 Retail 346.5

Amira Nature Foods Ltd 10/10/2012 Consumer 90.0

Shutterstock, Inc. 10/10/2012 Consumer 76.5

The Whitewave Foods Company

10/25/2012 Consumer 391.0

Restoration Holdings Inc 11/1/2012 Retail 123.9

Total Proceeds 3,226.4

Source: PwC analysis of Thomson Reuters data

11 2012 year in review

Source: PwC analysis of Thomson Reuters data

Conclusion and outlook

While total R&C deal volume was relatively fl at during 2012, deal value doubled compared to 2011 driven by large deals greater than $1 billion, which were the highest since 2007. We continue to see overall positive trends and outlook for the sector in the year ahead. Corporate cash balances remain at all-time high levels and the dry powder (funds available for investment) and low debt fi nancing costs in private equity should contribute to continued deal activity in the sector. We expect the following will be factors impacting the R&C deals market in 2013:

• Continued cross border activity as companies continue to invest in emerging markets to bolster stagnant organic growth in their home market and to drive growth from an expanding middle class internationally.

• Continued investment by private equity investors in the retail sector, particularly given the availability of high yield debt and signifi cant levels of dry powder.

• Companies will continue to expand omnichannel capabilities, some of which will need to come through acqusitions. Companies branching out into other channels (and inherently crossing over into other sectors—i.e. e-commerce) will present a challenge to their historic deal execution and process.

• The U.S. regulatory environment will continue to weigh on consumer sentiment and impact the R&C sector through the fi rst quarter of 2013. However, we expect consumer optimism to improve coming out of the fi rst quarter and to trend positively throughout the remainder of 2013, assuming the regulatory issues are resolved.

• Potential limited availability of high quality business for sale despite buyer appetite, which may put further upward pressure on deal prices and the need to have a sound diligence and integration plan.

25%12%

15%

2010

20%28%

$83,375M

12%

30%

31%

18%

9%

2011

$43,324M

20%29%

25%14%

12%

2012

$91,166M

>$1B $500 M to $1B $250M to $500M $100M to $250M $50M to $100M

R&C deal volume and value—Disclosed transactions

12 PwC US retail & consumer M&A insights

Source: PwC analysis of Thomson Reuters data

2010 2011 2012

In USD million, except number of deals

Number of deals

Total deal value

Number of deals

Total deal value

Number of deals

Total deal value

$50 to $100M 32 2,507 32 2,260 38 2,732

$100M to $250M 28 4,950 33 5,394 33 4,994

$250M to $500M 13 4,338 20 6,934 18 6,091

$500M to $1B 17 11,742 10 7,119 15 10,459

>$1B 23 59,837 13 21,617 26 66,889

Subtotal >$50M 113 83,375 108 43,324 130 91,166

<$50M 203 2,948 207 2,486 202 2,987

Total 316 86,322 315 45,810 332 94,153

R&C deal volume and value trending

0

50

100

150

200

250

300

350

2012-Q42012-Q32012-Q22012-Q12011-Q42011-Q32011-Q22011-Q1

$45,000

$40,000

$35,000

$30,000

$25,000

$20,000

$15,000

$10,000

$5,000

$0

Disclosed value Non-disclosed volume Disclosed volume

206

82

187175204

206218212

909862

93768462

208

R&C trending by year

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

201220112010200920082007

$140,000

$160,000

Disclosed value Non-disclosed volume Disclosed volume

$120,000

$100,000

$80,000

$60,000

$40,000

$20,000

$0

1,212

498

1,023

685823 844 772

391 290 316 315 332

R&C deal volume and value—disclosed transactions

13 2012 year in review

About PwC Deals business

PwC’s Deals practitioners help corporate and private equity executives navigate transactions to increase value and returns. In today’s increasingly daunting economic and regulatory environment, experienced M&A specialists assist clients on a range of transactions from smaller and mid-sized deals to the most complex transactions, including domestic and cross-border acquisitions, divestitures and spin-offs, capital events such as IPOs and debt offerings, and bankruptcies and other business reorganizations. First we help clients with strategic planning around their growth and investment agendas and then advise on the business-wide risks and value drivers in their transactions for more empowered negotiations, decision making and execution. Clients can then expedite their deals, reduce their risks, capture and deliver value to their stakeholders, and quickly return to business as usual.

Our local and global deal strength is derived from over 1,400 deal professionals in 21 cities in the US and over 9,800 deal professionals across a global network of fi rms in 75 countries. In addition, our network fi rm PwC Corporate Finance can provide investment banking services within the US.

Companies who do not follow a disciplined approach to integration usually are not as successful with their deals as those who do. A disciplined approach to integration helps achieve early wins, build momentum, and instill confi dence among stakeholders. An integration roadmap can be helpful in pinpointing and executing a clear integration strategy before a deal is fi nal. Adherence to some fundamental tenets of deal integration can guide companies along the path to a successful integration and allow managers to focus their efforts on sound strategy execution. Although every integration effort is unique, a company’s integration process should not be.

Data and methodology

The information presented in this report is an analysis of deals in the retail and consumer industry where the target company or the acquiring company was located in the Unites States of America. Deal information was sourced from Thomson Reuters and includes deals for which buyers or targets have target mid industry code that fall into one of the following mid industry groups: Apparel Retailing, Automotive Retailing, Computers & Electronics Retailing, Discount and Department Store Retailing, Food and Beverage Retailing, Food and Beverage, Home Furnishings, Home Improvement Retailing, Household & Personal Products, Internet and Catalog Retailing, Other Consumer Products, Other Consumer Products, Other Consumer Staples, Other Retailing, Textiles & Apparel, and Tobacco. Certain adjustments have been made to the information to exclude transactions which are not specifi c to the R&C sector.

This analysis includes all individual mergers, acquisitions, and divestitures for disclosed or undisclosed values, leveraged buyouts, privatizations, minority stake purchases, and acquisitions of remaining interest announced between January 1, 2007 and December 31, 2012, with a deal status of completed, intended, partially completed, pending, pending regulatory, unconditional (i.e. initial conditions set forth by the buyer have been met but deal has not been withdrawn and excludes all rumors and seeking buyers). Additionally, all spin transactions have been removed from the numerical and graphical presentations herein.

14 PwC US retail & consumer M&A insights

As noted in this and several of our recent quarterly M&A Insights documents, divestitures and divestiture planning activities are on the rise and expected to be primary contributors to deal volumes in the coming year. Divestitures are inherently diffi cult to execute, which makes it challenging to preserve value across the lifecycle of a transaction. Whether you are the parent company looking to dispose of assets or a buyer acquiring those assets, fi ve separation fundamentals drive alignment between buyers and sellers, enhance the pace of separation activities, and contribute to a successful separation. These fi ve separation fundamentals are:

1. Establish a Divestiture Management Offi ce (DMO): A DMO is the command center for driving the divestiture approach and processes across the different separation workstreams, the deal team, and executive decision makers. It is the hub for coordinating activities and resources across functions for both the seller and carve-out business. Having a DMO in place enables rapid decision making, allows for the timely identifi cation and prioritization of issues and dependencies, and helps drive standardization across different separation workstreams through the deployment of standards, policies, guidelines, and tools across the divestiture. The DMO assembles, coordinates, tracks, monitors, reports, and distributes key project information across the lifecycle of the separation.

2. Develop the Target Operating Model: The Target Operating Model (TOM) defi nes the “to be” state of the parent and carve-out business through each phase of the transaction to their respective end states. Common divestiture phases include pre-signing, sign to close, close, transition, and ultimately complete separation.

Both sellers and buyers should focus on core infrastructure elements to understand the degree of change driven by each phase of the transition. At a high level, the core elements and questions to get to the TOM include:

• Organization—How does the organization of the parent and carve-out business evolve?

• People—How are employees of the parent and carve-out business impacted?

• Processes—Which processes of the parent/carve-out business are impacted and how do these need to change to support continued operations of the parent and carve-out business?

• Technology and Data—Which systems of the parent/carve-out business are impacted? What changes need to be put in place to support continued operations of the parent and carve-out business? What data is needed to support the parent and carve-out business?

• Assets and Facilities—How and when will assets, liabilities, and facilities be segregated?

It is critical for both the parent and carve-out business to understand the changes brought with each transaction phase. Developing a TOM helps both the buyer and seller plan and assess the impacts of how they will operate during each phase and will also provide a roadmap for what activities need to be completed by phase.

3. Defi ne Transition Service Agreements (TSAs): TSAs provide a robust defi nition and costing of services the seller will provide to the carve-out business in order to sustain operations after legal close until it is fully integrated into the buyer or operating on a stand-alone basis. TSA’s offer several advantages to both the seller and buyer:

• Faster close—A TSA can accelerate the negotiation process and fi nancial close by allowing the deal to move forward without waiting for the buyer to assume responsibility for all critical support services.

• Smoother transition—Although the time between announcement and close is often driven by the size of the deal, in many cases, the buyer does not have enough time to respond to the separation process, particularly when there are anti-trust concerns or confi dential information that cannot be shared until after the deal closes. TSAs can become a vital part of allowing the business to transition or separate quickly.

• Reduced transition costs—Since the seller supports critical services for an agreed upon duration, the buyer is able to not only spread out, but often reduce, transition costs of supporting those services in-house.

• Better end-state solutions—The knowledge transfer process is gradual, giving adequate time to the buyer’s employees to take over the services.

• Reduced risk—TSAs are a legally binding obligation for the seller to complete the separation post close and after the purchase price has been paid, thereby minimizing legal and commercial exposure to both buyer and seller.

Spotlight article

Driving Divestiture Success—The 5 Critical Components

14 PwC US retail & consumer M&A insights

15 2012 year in review

4. Establish a robust Financial Model: A detailed fi nancial model not only captures GAAP and deal information, but also fully considers stranded-costs, transition costs, and one-time separation costs. While carve-out fi nancial statements are critical for providing a true picture of the business being sold, it is equally important for the seller to understand the true nature of the costs required to separate and to stand up the carve-out business as an independently operating entity. Savvy buyers will develop their own models during diligence and pressure test the seller’s assumptions. Establishing a logical, data driven point of view will help bring quicker alignment between the seller and buyer.

It is also important for the seller to understand any stranded costs associated with the carve-out that will remain upon expiration of TSAs. Sellers will also need to understand the accounting implications associated with any post-separation restructuring.

5. Develop a change management and communication plan: Having a change management and communication plan in place for key stakeholders pre-announcement and then for each transaction phase is critical to overall transaction success. Considerations include:

• Employees—Messaging for employees who are part of the carve-out business as well as those remaining with the parent is important. Often an element of value is associated with retaining employees, and having proper messaging in place will help to keep people in their seats.

Be prepared to address labor issues and any collective bargaining agreements.

• Vendors/suppliers—Be prepared to work with vendors/ suppliers to duplicate or assign contracts required by the carve-out business. Have a plan in place to address the likelihood vendors will use this as an opportunity to obtain more favorable pricing or terms.

• Customers—Articulating the value and impact of the transaction to customers is critical, particularly for the customers of the carve-out business. Customers will want to understand how service levels, quality, future product development, and overall support will be impacted. Not having a robust plan in place can lead to lost revenue with existing customers and impact in-fl ight deals or the acquisition of new customers.

Conclusion

Together these fi ve components help make sellers more agile and informed, enabling them to bring their perspective to the buyer, highlighting sources of value and demonstrating they thought through risk associated with the transition. Buyers will engage more effectively with a prepared seller, which will lead to a more constructive separation process. Ultimately the transaction timeline will be accelerated through alignment around key transaction elements and will result in enhanced value for both parties.

For more information about M&A and related services in the technology industry, please visit www.pwc.com/us/deals or www.pwc.com/technology.

The fi ve critical components of successful divestitures

DMOgovernanceframework

Targetoperating

model

Transitionservice

agreements

Communicationand change

management plan

Financialmodel

Time

Prolongedtransition

Acceleratedtransition

Speed plus Alignment drives value

Shareholder Value

$Buyer Goals

Seller Goals

15 2012 year in review

16 PwC US retail & consumer M&A insights

Appendices

17 2012 year in review

Top 10 corporate deals in 2012

Rank Target name Aquirer name Date announced

Status Subsector Sector Value($ mil)

1 Pfizer Nutrition Nestle SA 04/23/12 Completed Food and Beverage Consumer 11,850

2 Alliance Boots GmbH Walgreen Co 06/19/12 Completed Discount and Department Store Retailing

Retail 6,665

3 Ralcorp Holdings Inc ConAgra Foods Inc 11/27/12 Pending Food and Beverage Consumer 4,981

4 Starbev Management Services

Molson Coors Brewing Co

04/03/12 Completed Food and Beverage Consumer 3,531

5 Warnaco Group Inc PVH Corp 10/31/12 Pending Textiles & Apparel Consumer 2,796

6 Procter & Gamble Co-Pringles

Kellogg Co 02/15/12 Completed Food and Beverage Consumer 2,695

7 Crown Imports LLC Constellation Brands Inc

06/29/12 Pending Food & Beverage Retailing Consumer 1,850

8 Dole-Packaged Foods Business

Itochu Corp 09/13/12 Pending Food and Beverage Consumer 1,685

9 Marazzi Group SpA Mohawk Industries Inc

12/20/12 Pending Construction Materials Consumer 1,550

10 Wm Bolthouse Farms Inc

Campbell Soup Co 07/09/12 Completed Agriculture & Livestock Consumer 1,550

Source: PwC analysis of Thomson Reuters data = Current quarter transactions

18 PwC US retail & consumer M&A insights

Top 10 private equity deals in 2012

Rank Target name Aquirer name Date announced

Status Subsector Sector Value($ mil)

1 Best Buy Co Inc Richard Schulze 08/06/12 Pending Computers & Electronics Retailing

Retail 7,104

2 Savers Inc Leonard Green/TPG 06/07/12 Completed Discount and Department Store Retailing

Retail 1,789

3 Party City Holdings Inc

Thomas H Lee Partners LP 06/05/12 Completed Other Retailing Retail 1,749

4 Burger King Holdings Inc

Justice Holdings Ltd 04/03/12 Completed Food & Beverage Retailing

Retail 1,400

5 Collective Brands Inc

Collective Brands Inc SPV 05/01/12 Completed Apparel Retailing Retail 1,322

6 PF Chang's China Bistro Inc

Centerbridge Partners LP 05/01/12 Part Comp Food & Beverage Retailing

Retail 1,104

7 Jupiter Shop Channel Co Ltd

Bain Capital Partners LLC 06/22/12 Completed Internet and Catalog Retailing

Retail 1,089

8 David's Bridal Inc Clayton Dubilier & Rice LLC 08/28/12 Completed Apparel Retailing Retail 1,050

9 Peet's Coffee & Tea Inc

Johann Benckiser SE of Austria and BDT Capital Partners, LLC

07/23/12 Completed Food and Beverage Consumer 1,017

10 Topman,Topshop Leonard Green & Partners LP 12/06/12 Completed Textiles & Apparel Consumer 802

Source: PwC analysis of Thomson Reuters data = Current quarter transactions

19 2012 year in review

Significant spin off transactions in 2011 and 2012

Rank Date announced

Closing date

Target company

Status Subsector Sector Synopsis Value($ mil)

1 02/24/11 04/26/12 Carrols Rest-Hispanic Brands

Completed Food & Beverage Retailing

Retail Carrols Restaurant Group completed the spin off of its Hispanic Brands unit, a New York-based owner and operator of restaurants to its shareholders. On completion, Hispanic was renamed Fiesta Restaurant Group.

290

2 06/14/11 07/09/12 Sara Lee-Intl Coffee,Tea Bus

Completed Food and Beverage

Consumer US - Sara Lee Corp completed the spin off its international coffee and tea business. On completion, the spun off entity was to be named DE Master Blenders 1753 BV (DE Master).

7,016

3 06/23/11 12/30/11 Orchard Supply Hardware Stores

Completed Home Improvement Retailing

Retail Sears Holdings completed the spin-off of its 80% interest in Orchard Supply Hardware Stores Corp.

141

4 07/14/11 02/06/12 Post Foods LLC

Completed Food and Beverage

Consumer Ralcorp Holdings Inc completed the spin off its Post Foods LLC

749

5 08/04/11 10/01/12 Kraft Foods Inc-N Amer Grocery

Completed Food and Beverage

Consumer Kraft Foods Inc completed the spin off of its North American grocery business unit. On completion, Grocery renamed Kraft Foods Group Inc while Kraft was renamed Mondelez International Inc.

26,085

6 02/09/12 Bio Multimin Inc

Pending Food and Beverage

Consumer Rare Earth Materials Inc planned to spin off its Bio Multimin Inc unit, a Bend- based manufacturer and wholesaler of natural supplements.

7 02/23/12 10/12/12 Sears Holdings Corp-Hometown

Completed Discount and Department Store Retailing

Retail Sears Holdings completed the spin off its hometown and outlets businesses. On completion, the spun off entity was named Sears Hometown and Outlet Stores Inc.

709

8 06/08/12 Brownies Marine Grp Inc-MIEP

Pending Other Consumer Products

Consumer Brownie's Marine Group Inc disclosed intentions to spin off its Molecular Impact Energy Project unit.

9 08/07/12 The WhiteWave Foods Co

Pending Food and Beverage

Consumer Dean Foods Inc disclosed intentions to spin off its 20% stake in WhiteWave Foods Co unit, a Dallas-based producer of dairy foods and beverages.

10 09/21/12 ViSalus Holdings LLC

Pending Food and Beverage

Consumer Blyth Inc planned to spin off its ViSalus Holdings LLC unit

11 11/01/12 FTD Group Inc Pending Other Consumer Products

Consumer United Online planned to spin off FTD Group Inc, a Downers Grove-based provider of floral and specialty gift services.

12 11/16/12 Colorescience Pending Other Consumer Products

Consumer SkinMedica Inc planned to spin off its Colorescience unit, a Dana Point-based manufacturer of color cosmetic products.

Source: PwC analysis of Thomson Reuters data = Current quarter transactions

20 PwC US retail & consumer M&A insights

Select retail companies—EV/LTM EBITDA trends

5.5

6.5

7.5

8.5

9.5

10.5 Restaurants

Apparel, footwear & accessories

Specialty retail & other

Grocery, drug, discount & mass

2012201120102009

Select retail companies—EV/LTM EBITDA trends

5.5

6.5

7.5

8.5

9.5

10.5 Restaurants

Apparel, footwear & accessories

Specialty retail & other

Grocery, drug, discount & mass

Q4Q3Q2Q12012

Median trailing twelve months EV/EBITDA for the year

Subsector 12/31/2009 12/31/2010 12/31/2011 12/31/2012

Grocery, drug, discount & mass 6.2x 7.0x 7.0x 7.6x

Specialty retail & other 6.3x 6.9x 6.9x 7.1x

Apparel, footwear & accessories 7.1x 7.8x 8.1x 10.3x

Restaurants 7.0x 8.5x 8.8x 9.1x

Median (All subsectors) 6.6x 7.4x 7.6x 8.4x

Mean (All subsectors) 6.6x 7.6x 7.7x 8.5x

Median trailing twelve months EV/EBITDA for the quarter

Subsector 03/31/2012 06/30/2012 09/30/2012 12/31/2012

Grocery, drug, discount & mass 7.1x 7.3x 7.8x 7.9x

Specialty retail & other 7.5x 7.4x 7.3x 7.3x

Apparel, footwear & accessories 9.6x 10.1x 10.1x 10.7x

Restaurants 8.8x 8.9x 10.4x 10.2x

Median (All subsectors) 8.1x 8.1x 9.0x 9.0x

Mean (All subsectors) 8.2x 8.4x 8.9x 9.0x

21 2012 year in review

Select consumer companies—EV/LTM EBITDA trends

6.5

7.3

8.1

8.9

9.7

10.5 Other consumer productsFood & beverage, alcohol & tobacco

2012201120102009

Select consumer companies—EV/LTM EBITDA trends

8.5

9.0

9.5

10.0

10.5 Other consumer products

Food & beverage, alcohol & tobacco

Q4 Q3Q2Q12012

Median trailing twelve months EV/EBITDA for the quarter

Subsector 03/31/2012 06/30/2012 09/30/2012 12/31/2012

Food & beverage, alcohol & tobacco 10.0x 10.2x 9.9x 10.3x

Other consumer products 9.0x 8.8x 8.9x 9.3x

Median (All subsectors) 9.5x 9.5x 9.4x 9.8x

Mean (All subsectors) 9.5x 9.5x 9.4x 9.8x

Median trailing twelve months EV/EBITDA for the year

Subsector 12/31/2009 12/31/2010 12/31/2011 12/31/2012

Food & beverage, alcohol & tobacco 7.9x 8.7x 9.5x 9.9x

Other consumer products 7.4x 8.3x 8.7x 9.0x

Median (All subsectors) 7.7x 8.5x 9.1x 9.5x

Mean (All subsectors) 7.7x 8.5x 9.1x 9.5x

22 PwC US retail & consumer M&A insights

23 2012 year in review

Martyn CurraghPrincipal, US Deals Leader646 471 [email protected]

Gary TillettPartner, Deals New York Metro Region Leader646 471 [email protected]

Brian LevyPartner, Deals646 471 [email protected]

Authors

Leanne M. SardigaPartner, US Retail & Consumer LeaderDeals312 298 [email protected]

Todd WeissmuellerDirector, Deals214 754 [email protected]

Contributors

Reto MicheluzziPartner, Deals415 498 [email protected]

Erin CahillDirector, Deals 415 498 [email protected]

Alicia GrosmanDirector, Deals646 471 [email protected]

Spotlight article

Paul HollingerDirector, M&A Advisory408 817 [email protected]

Scott SnyderPartner, DealsEast Region Leader267 330 [email protected]

Mel NiemeyerPartner, DealsCentral Region Leader312 298 [email protected]

Mark RossPartner, DealsWest Region Leader415 498 [email protected]

For a deeper discussion on retail & consumer deal considerations, please contact one of our practice leaders or your local Deals partner:

Acknowledgements

© 2013 PwC. All rights reserved. “PwC” and “PwC US” refer to PricewaterhouseCoopers LLP, a Delaware limited liability partnership, which is a member fi rm of PricewaterhouseCoopers International Limited, each member fi rm of which is a separate legal entity. This document is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. LA-13-0157

www.pwc.com/us/deals

About our deals publications:Published annually, with quarterly updates, by PwC’s Retail & Consumer specialists in our Deals practice, PwC’s US Retail & Consumer M&A insights covers deal activity and trends in the US retail & consumer industry.


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