Presidio Financial Partners LLC

Presidio Financial Partners’ corporate advisory activities are performed through its subsidiary Presidio Merchant Partners LLC. Member FINRA, SIPC.

Mergers & Acquisitions: A Practitioner's Perspective

101 California Street, Suite 1200 San Francisco, CA 94111 415-733-0000

Agenda

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M&A Market and Industry Overview An M&A Practitioner's Career Path Case Studies of an M&A Practitioner M&A Deal Studies Appendix: Overview of Presidio

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M&A Market and Industry Overview

M&A Industry Overview
What is a merger?
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In business, economics or law, a merger is a combination of two companies into one larger company—i.e. the companies “merge” to form a new entity Not always significantly different from an acquisition May be used to “soften” an acquisition to make it more palatable to the target Mergers are typically friendly

What is an acquisition?
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An acquisition, also known as a takeover or a buyout, is the buying of one company (the “target”) by another (the “acquiror”) The acquiring company establishes itself as the clear owner and typically the target company then ceases to exist An acquisition may be friendly or hostile

What does Mergers & Acquisitions, or “M&A” mean?

The phrase mergers and acquisitions refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without having to create another business entity

In very simple terms, M&A is the buying and selling of assets, companies or businesses that enables companies to expand—i.e. grow—or contract (through divestitures)
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M&A at its core is highly strategic, especially for corporations M&A execution is highly tactical

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a host of other issues may also be applicable and are transaction dependant: ー ー ー ー ー ー Fairness opinions Hostile or friendly “Going private” transactions Cross-border implications Tax-driven structures Wall Street reactions Confidential 4 . like kind exchange) Terms Valuation Structuring Negotiation However. business or division Recapitalization: the change in the ownership / capital structure of a company • • Majority: over 50% of the ownership is changed in a transaction or series of transactions Minority: less than 50% of the ownership is changed in a transaction or series of transactions Most M&A transactions share a number of key characteristics: ー ー ー ー ー ー Public versus private Consideration (cash. assets.M&A Market and Industry Overview M&A Industry Overview (cont’d) While there exist a number of different structures and ways to consummate different M&A transactions. stock. business or division Divestiture: the sale of a company. there are three main types: ー ー ー Acquisition: the purchase of a company. assets.

and more specifically from an Investment Banker’s point of view Confidential 5 .M&A Market and Industry Overview M&A Industry Overview (cont’d) Who executes or consummates M&A transactions? There are a number of key principal participants in the industry. including: ー ー ー Corporations Private equity firms Venture capital firms (typically involved in minority transactions) There is also a group of professional advisors and practitioners that advise on and structure M&A transactions for companies and other institutions: ー ー ー ー ー Accountants Attorneys Consultants Commercial bankers Investment bankers Today’s presentation will focus on this last group.

472 8.2x 7.223 7.000 4. Middle Market EV / EBITDA Multiples $12.0 10.517 4.0 6.M&A Market and Industry Overview The M&A Market was Less Active in 2009 Deal volume in 2009 was at its lowest since 2002. Middle Market M&A Volume (# deals) 4.400 4.044 $6.600 4.009 4.5x 9.0 3.521 $10.0 3.0 2001 2002 2003 2004 2005 2006 2007 2008 2009 Source: Dealogic as of 12/31/2009 Source: Dealogic as of 12/31/2009 Confidential 6 .800 $2.1x Total U.9x 4.600 2001 2002 2003 2004 2005 2006 2007 2008 2009 $0.6x 4.4x 8.619 4.448 4.S.6x 9.200 4.S.0 $4.712 4.2x $8.0 4.2x 8. driven by numerous wide-reaching issues ー ー ー Would-be acquirors have been largely focused on driving internal efficiencies Buyers have had limited access to leverage Stock as an acquisition currency has mostly been “undervalued” Many transactions have been larger companies selling non-core businesses or distressed sales Several deal trends were prevalent in M&A transactions in 2009 ー ー ー Reduced leverage and valuation multiples Strategic buyers represented a larger percentage of deals Stock consideration represented a larger percentage of deals U.800 4.

2x $5.8x Total U.9x 3.3x $3.2x 3. financial engineering is no longer enough to drive strong returns ー There will likely be a renewed focus on growth strategies and / or acquiring companies that require significant operational improvements Average Total Debt / EBITDA Multiples $7.4x 3.0 $200.0 $300.0 $646 $6.0 $134 $100. triggering covenants in highly levered deals ー ー There were 74 PE-backed bankruptcies in 2009 Many private equity firms spent 2009 refinancing debt terms Given the limited financing available for transactions.M&A Market and Industry Overview Private Equity Activity Fell With Credit Conditions The economic downturn caused many PE portfolio companies to fall short of expectations.0 $213 $2.8x 2.2x 5.0 $400.8x 2.0 $0.0 $332 3.0 $0.S.0 $600.0 5. Private Equity M&A Volume ($ billions) $700.0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Source: Dealogic as of 12/31/2009 $578 4.0 $4.0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Source: Dealogic as of 12/31/2009 Confidential 7 .4x $252 $133 $87 $98 $133 $1.0 2.0 $500.

2010 Enterprise Value: $615.5x Pro Forma Debt / EBITDA Diamond guarantees specific performance with no condition Indemnity capped at total consideration No break-up fee or MAE clause Unique seller price protection provision Sources: Company filings.9% premium4 Transaction received significant scrutiny from U. increasing certainty of value and eliminating KFT shareholder approval requirement Cadbury agreed to a $193. the Final offer and Cadbury’s Board support were announced on January 19.5mm break-up fee (2.636.3x All cash Friendly tender offer 33. 2009. 2009 was the first public announcement of Kraft’s intent to tender for Cadbury shares. the trading day prior to the announcement Sanofi’s initial offer Confidential 8 .8x EV / LTM EBITDA: 13.5 EBITDA including $675 of expected synergies 4 Represents premium to Cadbury ordinary shares trading on the LSE on September 4.M&A Market and Industry Overview But Recent Deals Signal a Potential Thawing of the M&A Market Several large transactions have been announced in the past few months Cash rich consolidators should continue to drive M&A activity after recent efficiency focus Announced September 5. authorities Final offer reduced stock component. the trading day prior to the announcement Shiseido’s initial offer 6 Represents premium to Chattem’s closing price on December 18.1x assumes $1.4bn2 EV / LTM Sales: 2.3x assumes $2.5mm inducement fee (1% equity value) Creates world’s dominant confectionary company Announced January 14.63 $USD for each £GBP 3 13.5mm break-up fee (2. CEO and spokeswoman.5x All cash Stock purchase Announced December 21.2x EV / LTM EBITDA: 13. 2010 2 Assumes an exchange rate of 1.9% EV) Standard reps and warranties for a public target Standard fiduciary out No financing contingency Financed with new $600mm credit facility and $150 stock offering 4.0mm EV / LTM Sales: 2.9bn EV / LTM Sales: 3.5x EV / LTM EBITDA: 11.5x All cash (excl.9% premium5 $43.311.1x/9.5% EV) Standard reps and warranties Standard fiduciary out No financing contingency Leslie Blodgett.3x3 60% cash / 40% stock Hostile tender offer 47. 2009. Leslie Blodgett) Friendly tender offer 39. 2010 Enterprise Value: $1. 2009 Enterprise Value: $2. equity research 1 September 5.K. 20091 Enterprise Value: $21.5x EV / LTM EBITDA: 11.2bn EV / LTM Sales: 4. the day prior to the announcement Kraft’s initial offer 5 Represents premium to Bare Escentuals’ closing price on January 13.5mm of EBITDA excluding synergies. 9. agreed to roll 40% of her holdings (~$40 million in value in a Shiseido subsidiary in an illiquid security that is redeemed over three years) Announced February 25. 2009.6% premium6 Primary driver of transaction was the Allegra Rx to OTC switch $64.

Agenda I II III IV V M&A Market and Industry Overview An M&A Practitioner's Career Path Case Studies of an M&A Practitioner M&A Deal Studies Appendix: Overview of Presidio Confidential 9 .

financial modeling and analysis. preparation and management of pitch books and materials Limited client interaction Associate (3-4 years) ー ー ー ー Typically hired out of MBA programs (some are promoted 3rd year Analysts) Working in tandem with Analysts on projects across most all aspects Key role is to check work of the Analyst while adding value to basic analyses and drawing conclusions from data and information Limited to moderate Client interaction Vice President (2-3 years) ー ー ー ー ー ー Day-to-day management of all projects / assignments Direct Analysts and Associates on analyses Often a significant interface with clients on assignments May have some primary client responsibility for developing key relationships Ultimately responsible to senior bankers for quality of work product Significant client interaction Confidential 10 .An M&A Practitioner's Career Path The Various Levels of M&A / Investment Banking Analyst (2-3 years) ー ー ー ー Typically hired right out of undergraduate programs Most junior level (but much higher in importance!) on the transaction team Responsible for information and data collection.

heavy travel Managing Director / Partner ー ー ー ー ー Senior deal team member and business originator Responsible for developing relationships and monetizing those relationships. as needed. to deliver the firm’s resources to clients Responsible for all aspects of transaction team and clients relationships / engagements Heavy client interaction and travel Confidential 11 .An M&A Practitioner's Career Path The Various Levels of M&A / Investment Banking (cont’d) Director / Principal (2 or more years) ー ー ー ー ー Day-to-day management of all projects / assignments Often the primary interface with clients on assignments Ultimately responsible to senior bankers for quality of work product Typically beginning of primary client relationship role—likely to be given an industry sector/sub-sector to “cover” and develop relationships Significant client interaction. often within a specific industry sector Key role is to work with team and other firm professionals.

discuss with Principal potential follow-up from call 12:00PM – Lunch at desk. earnings releases. finalize pitch book and give revised draft to principal for final comments. see how coverage companies are performing and scan for any significant news 1:00PM – Update public comparables for the day and incorporate into pitch book. begin re-working presentation and editing pitch book 11:00AM – Join due diligence conference call on trucking company to learn more about financial projections and operations.An M&A Practitioner's Career Path An M&A Analyst’s Perspective – A Day in the Life 8:00AM . scanning news to see if anything new has been announced— transactions.Arrive at the office and scan the papers and news sources for any new deals that have been announced in Industrial or related industries 9:00-11:00AM – Review comments on pitch book from Principal for the next day’s pitch. pull M&A press releases for significant transactions 4:00PM-6:00PM – Re-run scenarios on financial model (LBO) for oil services company and send to transaction team 6:00PM-9:00PM – Incorporate final comments and print books for meeting. public comps and general research on new assignment for Consumer group Confidential 12 . market data. re-run LBO model based on feedback from team 9:00PM-Whenever – Begin FactSet runs for M&A transactions.

can be very high profile and messy transactions Retainer based assignments working for companies or firms who do not have the capability themselves.An M&A Practitioner's Career Path Various M&A Assignments Summary of M&A Assignments M&A Assignment Sell-Side M&A Commentary Very typical assignment. can be minority or majority transactions. short in time duration as they are discreet assignments relating to a particular transaction(s). retainer and success fee based. structured more like a consulting arrangement Buy-Side M&A Recapitalization Fairness Opinion Defense Advisory Outsourced Business Development Confidential 13 . can involve evaluation of entire sector Similar to a sellside assignment but does not include the full sale of the company. engagement. marketing and closing of a transaction. fixed fee based with no success fee. can be single or multiple target assignments. retainer and success fee based Very common assignments on buy or sell side. takes approximately 6 months from start to finish Less typical than sellside. rendering of an opinion as to the “fairness” of a transaction Public assignments arising from a hostile situation where one advises the target’s Board of Directors in a potential or threatened takeover. retainer and success fee based sale of a company through a “marketing” process that involves pitching. retainer and success fee based.

placing a value on a target. present analysis. document sent to prospective buyers/investors Accretion / (Dilution) Analysis Merger Consequences Financial Modeling Confidential Information Memorandum Confidential 14 .LBO Analysis .Public Comparables . asset. typically include a 5year projections model with cash flow statements and balance sheets Key component of information in a sellside engagement. many different methods of analysis are used to arrive at a valuation of an asset or business .Merger Consequences Analysis used for public companies to see whether or not a transaction is additive or dilutive.Premiums Paid Analysis . useful to know for Wall Street reaction Analysis used to show the combination of two companies or businesses and the effects of such a combination Provides the basis for most all analyses in M&A. etc. acquiror. Integral to most all M&A assignments.Discounted Cash Flow . business.An M&A Practitioner's Career Path Core M&A Deliverables / Analyses Summary of M&A Deliverables / Assignments M&A Deliverable / Analysis Pitchbooks Valuation Commentary Presentations used to win business.Transaction Comparables .

Agenda I II III IV V M&A Market and Industry Overview An M&A Practitioner's Career Path Case Studies of an M&A Practitioner M&A Deal Studies Appendix: Overview of Presidio Confidential 15 .

enabling the company to secure the capital necessary to increase clinics in operation and to execute on a number of near-term strategic growth opportunities Presidio Financial Partners. both from an investment and an advisory perspective Key Terms of Investment: Investment structure allowed family owners to secure an institutional partner. transaction structuring and terms Presidio Investors is now the largest outside investor in Lindora and the company’s only institutional partner has completed a minority equity recapitalization with Transaction Process Overview: Presidio Investors Worked with Presidio Investors. medically-based weight loss treatments and products Lindora operates 35 stand-alone clinics in southern California and 8 in-store clinics in selected Rite Aid stores Founded in 1971. Lindora LLC (“Lindora”) completed a minority equity investment with Presidio Investors. the Company is America’s leading medical weight control system and enjoys a reputation as the gold standard in weight management Confidential 16 . valuation. Lindora is a provider of comprehensive.Case Studies of an M&A Practitioner Case Study: Lindora LLC Transaction Overview: On June 24. including target evaluation. the Health & Wellness space. 2009. due diligence. through its Corporate Advisory division. acted as exclusive financial advisor to the fund with regard to its investment in Lindora. and commitment to. management and Investment Committee to evaluate the industry. opportunity and consummate the investment Investment firmly establishes Presidio’s capability in. while maintaining significant upside in the business Secured growth capital for near-term growth initiatives Structured as a minority equity transaction (investment did not include debt) Lindora Overview: Located in Southern California.

PANOS Brands and Liberty Richter This formal announcement came as no surprise. had speculated that Royal Wessanen would make a move soon amid a challenging U. including company executives. 2009 with Kehe Food Distributors December 2009 Has been divested by And acquired by Presidio’s Role: Worked in a strategic and transaction advisory capacity with Taylor Companies. financing and competitive landscape Presidio was selected by Taylor companies for its expertise in natural and specialty and food & beverage distribution.Case Studies of an M&A Practitioner Case Study: Tree of Life Divestiture Overview: Tree of Life is a $1. founded in 1970 and headquartered in Saint Augustine. regarding the divestiture process. The Company produces. markets and distributes high-quality natural and specialty food products in North America and Europe Tree of Life Overview: Tree of Life. as many. marketing and merchandising Confidential 17 . It sells through a network of supermarkets. independent retail stores.S.2 bn revenue company with ~$30 mm of EBITDA Strong #2 market position in natural/organic. environment Transaction closed on December 23. and drugstores and strives to meet the needs of retailers and suppliers through excellence in distribution. less competitive in West On April 22.S. strategy. noncarbonated drinks business. Royal Wessanen’s investment bank. distributes natural and organic ethnic and gourmet food products. as well as its strong advisory capability in mergers and acquisitions Royal Wessanen NV Overview Royal Wessanen NV is a multinational food corporation based in the Netherlands. with a stronger presence and focus on East Coast. American Beverage Corporation North American businesses include Tree of Life. FL. 2009 Royal Wessanen NV announced a strategic review to exit all of its North American branded and distribution businesses in order to focus on its European operations This followed its February announcement to divest its U.

as well as new investors In August 2009. Blue Horizon Foods. Inc.Case Studies of an M&A Practitioner Case Study: Blue Horizon Foods Transaction Overview: In late 2008. Blue Horizon is currently projected to grow by nearly 100% in 2009 Key Terms of Transaction: All key investors from Company’s Series A round participating in current round. also includes a New Investor Group Blue Horizon Foods Overview: Blue Horizon is one of the leading suppliers of branded and private label seafood products sourced exclusively from environmentally responsible sources. including Greenmont Capital. Blue Horizon finalized its first close of $2 million on a first round of fundraising. 2009 has completed a minority equity recapitalization with Transaction Process Overview: Worked with management and the Board of Directors of Blue Horizon to balance high growth and profitability in a challenging economic and business climate Advisory work included a review of the company’s full operations. the final close was in December 2009 December 11. inventory turnover. (“Blue Horizon”) came to Presidio for assistance raising capital to fund its growing business with annual revenue growth of approximately 100% Following the extraordinary erosion of the capital markets in late 2008. including customers. as well as gross margin and contribution margin analyses and a strategic plan overhaul to maintain growth and improve business metrics As a result of updated plan and management’s solid execution. The Company was founded in 2005 by John Battendieri and Tim Redmond—pioneers in the organic and natural foods industry since the 1970s—with a dual mission: to supply sustainably-harvested wild and certified chemical-free farmed seafood and prepared seafood products to the North American market. while at the same time helping to protect the health of aquatic ecosystems Confidential 18 . Presidio advised the Company to modify its strategic plan and focus on raising an internal round of capital from current investors. distribution channels.

including the possibility of granting options in the winery/assets to executives of the company In preparing our analysis. legal documents. Maher Presidio conducted multiple interviews with management. reviewed contracts. a New York based investment firm came to Maher Presidio for assistance in valuing certain assets it owned in the wine industry The wine assets include a highly rated Sonoma County Pinot Noir producer and a large Central Coast vineyard operation The Sonoma wine producer is known for its super premium wines.Case Studies of an M&A Practitioner Case Study: New York Financial Institution Background: In early 2009. visited all growing and producing sites. sold primarily direct-to-consumer The large vineyard operation is located in the Central Coast and produces grapes for a number of other wineries New York Based Hedge Fund Assignment Overview: Central Coast Sonoma The investment firm came to Maher Presidio in order to understand the Vineyards Estate Winery current “fair market value” for its wine assets The firm would then use the analysis for general corporate purposes. appraisals and analyzed all company provided historical and projected financial statements Maher Presidio then utilized multiple valuation methodologies including: Analysis of publicly traded wine/beverage companies M&A transaction comparables in wine/beverage Discounted cash flow Adjusted book value The valuation was completed in September 2009 We are now engaged to work with the firm on a buy-side assignment to acquire a winery in the Napa Valley Financial Advisor with regard to Wine Assets Confidential 19 .

skin care.00-$17.50. the significantly higher valuation afforded by the equity markets at the time dictated that the company pursue an initial public offering Transaction Process Overview: Worked with the financial sponsors. markets and sells cosmetics.$476 million offered via a secondary offering Key Terms of the IPO: Successfully priced an upsized $405 million IPO on 09/28/2006 Priced the deal at $22.00 Bare Escentuals Overview: Bare Escentuals is one of the fastest growing premium cosmetic companies and both a pioneer and a leader in the mineral-based cosmetic market The company develops. RareMinerals. and professional skin care products under its md formulations brand Confidential 20 . with the capital markets heading to new highs for consumer products stocks and backed by the category-leading growth of the company. i.Case Studies of an M&A Practitioner Case Study: Bare Escentuals Transaction Overview: In 2006. Bare Escentuals’ owners. however.d.9 billion Key Terms of the Follow-On: Successfully raised $476 million via a secondary offering on 03/13/2007. Berkshire Partners and JH Partners. management and Board of Directors to consummate a successful IPO and a subsequent follow-on offering 09/28/2006 .00.00-$17. and body care products under its bareMinerals. wanted to pursue an initial public offering of the company The BARE IPO represented the first time a leading beauty company had gone public since Estee Lauder almost a decade earlier (1995) The company’s lead bankers had also received a significant amount of interest in acquiring the company from strategic buyers. and Bare Escentuals brands. all secondary share offering Priced the deal at $34.$404 million raised in an initial public offering 03/13/2007 . bareVitamins.00 Post deal market cap: $1. or 38% above the top of its initial filing range of $15. or 38% above the top of its initial filing range of $15.

000. over the course of several months Received a number of proposals from financial sponsors which varied widely in price and terms Invited nine parties to meet management and conduct due diligence investigations At signing in late 2006 a due diligence issue arose that tabled discussions for a number of months.000 Key Terms of Transaction: Successful sale of the company to Swander Pace Capital at ~8x LTM EBITDA E&A monetized all of its holdings at a strong valuation. Gilchrist & Soames’ owners. The company offers both stock and custom collections to customers in primarily upper 3-. 4.and 5-star hotels and resorts worldwide. E&A Industries. wanted to monetize their almost 10-year investment in the business Transaction Process Overview: Worked with E&A and company management to pursue a sale broad sale process aimed at maximizing value for the shareholders Contacted over 100 parties. Indiana. both strategic and financial. Swander Pace Capital Overview: Swander Pace Capital is a leading private equity firm specializing in buyouts of growth-oriented. lower middle-market consumer products companies based in North America Confidential 21 .Case Studies of an M&A Practitioner Case Study: Gilchrist & Soames Transaction Overview: In 2006. to luxury hotels and resorts worldwide. the management team remained in place under new ownership and a new incentive-based compensation structure Gilchrist & Soames Overview Gilchrist & Soames is based in Indianapolis. as well as amenity solutions. restarted the process in early 2007 by contacting a select group of potentially interested parties Duration: ~6 months from start to initial transaction (~18 months from start to final transaction) has been acquired by $68. and is a leading designer and marketer of fine English toiletries.

00 – $16. Inc. 10% secondary proceeds to selling shareholders Net proceeds were used to pay $93 million of preferred dividends in arrears.00. ULTA’s demonstrated ability to execute.00 range when the broader equity market began to fall in November 2007 Transaction Process Overview: Worked with the Board of Directors and management to access the capital markets through an initial public offering of common shares Key Terms of the IPO: Successfully priced a $154 million IPO on October 30. ULTA had numerous tailwinds when the Company began the IPO process in early 2007 The offering was well received as investors focused on the potential for significant store expansion. its consistent comparable store sales growth and the attractiveness of industry dynamics (beauty channel shift from department stores) ULTA was owned by private equity firms GRP.00 90% primary proceeds to the Company. a strong economic climate. price points and brands in one retail format offers a unique shopping experience for a broad customer base Confidential 22 10/30/2007 $154 initial public offering . value and convenience of a beauty superstore with the distinctive environment and experience of a specialty retailer ULTA is differentiated by its broad selection of merchandise across categories. Oak Investment Partners and Credit Suisse Shares traded up significantly through the end of October. 2007 Priced the deal at $18. above its initial filing range of $14.Case Studies of an M&A Practitioner Case Study: Ulta Salon. Doublemousse.00 per share before falling back to the mid-$20. Transaction Overview: With robust capital markets. trading up as high as $35. Cosmetics & Fragrance. and consistent strong performance. mass and salon products and salon services in the United States The Company focuses on providing affordable indulgence by combining the product breadth. $5 million for redemption of series III preferred shares and the remainder to repay debt ULTA Overview: ULTA is the largest beauty retailer providing one-stop shopping for prestige.

or “masstige” market. Summit Partners. door and SKU growth the company began to evaluate an initial public offering In late 2006. management team and the Board of Directors to consummate a successful IPO and a subsequent follow-on offering Key Terms of the IPO: Successfully priced an upsized $146 million IPO on 11/08/2006 Priced the deal at $17. offering face powders.Case Studies of an M&A Practitioner Case Study: Physicians Formula Transaction Overview: Backed by robust capital markets.00-$17.00 Key Terms of the Follow-On: Successfully raised $105 million via a secondary offering on 03/30/2007 100% secondary share offering Physicians Formula Overview: Physicians Formula is one of the fastest growing cosmetics companies in the mass market prestige. eye shadows. bronzers. and wholesale channels The company differentiates itself by addressing skin imperfections through a problem-solving or solutionsbased approach. drug chain. strong growth in the Physicians Formula business and good forward visibility on new chain. specialty retail. which yielded interested parties. foundations. eye liners. but was not successful in achieving the valuations afforded by the public markets Transaction Process Overview: Worked with the financial sponsor.00. and mascaras Confidential 23 11/08/2006 . mass volume. concealers.$105 million offered via a secondary offering . the company’s management team and owners. or the top of its initial filing range of $15. distributing its products to various retailers in the food retail. saw the successful pricing and performance of Bare Escentuals The company had also in 2005/2006 executed an M&A process. brow makeup. blushes.$146 million raised in an initial public offering 03/30/2007 .

including a potential follow-on offering It was decided that.82 per share. and footwear in a specialty store environment Confidential 24 . Dick’s Sporting Goods made an unsolicited offer to acquire the Company in an all-cash transaction After a few weeks of discussion and negotiation the deal fell through due to valuation issues—the broader consumer and retail markets had experienced a substantial correction In fall of 2007. as well as PGA professional instruction Dick’s Sporting Goods Overview: Dick’s Sporting Goods. is an authentic full-line sporting goods retailer offering a broad assortment of brand name sporting goods equipment. Golf Galaxy was evaluating a potential follow-on offering and was preparing preliminary offering documents with the SEC Unaware of the pending offering. in tandem with its advisors should pursue a potential combination with Dick’s Negotiated a “go-shop” provision in the transaction that allowed us to speak to a number of parties post the signing and announcement of the transaction No interested parties emerged during the go-shop period Key Terms of Transaction: Acquisition of Golf Galaxy at $18.000. Dick’s once again approached the company and discussions began toward consummation of a potential transaction $228.Case Study: Golf Galaxy Transaction Overview: In April 2007. management. implied a premium of 19% and an ~11. due to the high premium and the ability of Dick’s to close a transaction quickly (no financing contingency). golf wear products and accessories. including. apparel.9x LTM EBITDA multiple Key to the transaction was the continuing management of the key founders—Randy Zanatta and Greg Maanum The transaction was announced as accretive to Dick’s 2007E earnings Golf Galaxy Overview: Founded in 1995 and headquartered in Minnesota. Inc. GPS/range finders.000 has been acquired by Transaction Process Overview: We worked with management and Board of Directors in evaluating their strategic alternatives. apparel and accessories. Golf Galaxy operates 79 golf specialty stores in 29 states The Company offers a wide range of branded golf equipment.

established the company to bring modern furniture to a wider number of people—good design for the masses CHB Overview: Denver.000 has completed a minority equity recapitalization with Transaction Process Overview: Worked with management & the company to pursue a dual-track process Contacted over 100 parties.e. Charlie Lazor and Maurice Blanks. Maurice Blanks and Charlie Lazor—were looking to find an institutional partner to share in their vision and growth plan The founders desire was to secure growth equity capital to further build out the company’s branded products division.Case Studies of an M&A Practitioner Case Study: Blu Dot Transaction Overview: In 2007. both strategic and financial Received a number of proposals which varied in price and terms. John Christakos. with a potential future goal of building out a Blu Dot retail footprint The founders were also looking to monetize some of their hard work over the previous decade—i.000. the founders of Blu Dot—John Christakos. Minnesota based designer and marketer of modern furniture Founders. Blu Dot is a Minneapolis. garnered both strategic and financial interest Duration: ~6 months from start to closing of a transaction (~12 months from initial discussions) Key Terms of Transaction: Successful minority recapitalization at ~7x LTM EBITDA Founders monetized a portion of their holdings at a strong valuation and maintained control of the company— key to the success of the transaction was the continuing ownership and management of the founders Secured growth capital for founders. but the founders also wanted to explore the full sale alternative $31.: take some money off the table and diversify their personal financial risk The preferred transaction was a minority recapitalization. Colorado based private equity firm formed to provide closely held and family owned businesses with the equity capital and expertise required for ownership transitions and sustained growth Strong experience in branded consumer products across a number of industries Confidential 25 . while retaining a “second bite at the apple” with continued ownership Blu Dot Overview Founded in 1997.

The company operates in two segments: Specialty Foods. Girard’s and Texas Toast Confidential 26 . Cardini’s. Pfeiffer. which he sold to and bought back from Eagle Snacks. being one of the first consumer packaged goods companies to distribute shelf-stable products in the produce department via wooden racks. both strategic and financial and received indications of interest from more than 10 interested groups.Case Studies of an M&A Practitioner Case Study: Chatham Village Foods Transaction Overview: Chatham Village Foods’ founder and venture capital owners were interested in evaluating strategic and financial options for the company After a number of strategic discussions it was decided that the company would explore the sale opportunity. Steve Bernard also founded Cape Cod Potato Chips. bread crisps and stuffing. Marzetti. Chatham Village was a pioneer in distribution.000. and Glassware and Candles. betterfor-you premium croutons. whereby shareholders would achieve full realization on their investment in the Company Transaction Process Overview: Worked with Company management and the Board of Directors as an advisor on a broad sell-side engagement Contacted 75+ parties. which he co-founded with his daughter Lancaster Colony Overview: Lancaster Colony Corporation engages in the manufacture and marketing of consumer products in the United States. out of which one was selected to perform final due diligence and consummate the transaction $30.000 has been acquired by Key Terms of Transaction: Successful sale of the Company at a very attractive valuation in approximately 6 months time from initial meetings to closing of a transaction Chatham Village Foods Overview: Chatham Village Foods was Founded by Steve Bernard in 1990 as a manufacturer and marketer of natural. as well as Late July Snacks. The Specialty Foods segment includes brands such as T. valuation and terms varied widely among the various bidders Seven groups were invited to management presentations.

05 per share in cash to DAB shareholders financed by new equity $53 million in a new senior credit facility $175 million in 11. Dave & Buster’s (“DAB”) is a leading operator of large-format.000 Dave and Buster’s Overview: Founded in 1982. Dave and Buster’s received an unsolicited offer to buy the company in a “going-private” transaction Transaction Process Overview: Worked with company to evaluate its strategic alternatives.000.25% senior notes Has been acquired in a “goingprivate” transaction backed by $375.Case Studies of an M&A Practitioner Case Study: Dave & Buster’s Transaction Overview: In late 2005. vis-à-vis the unsolicited offer to acquire the company Key Terms of Transaction: Advised the company as it evaluated the offer and ultimately consummated a transaction at $18. Wellspring Capital Management is a leading middle-market private equity firm that manages more than $2 billion of private equity capital Confidential 27 . high-volume restaurant / entertainment complexes Headquartered in Dallas. Texas Operates 48 current locations Caters to adults and their families Offers high quality food and a wide variety of games Wellspring Capital Management Overview: Founded in 1995.

000. leisure and casual apparel segments The Company’s primary brands include: Ballard Designs (home furnishings) Frontgate (home furnishings and leisure) Garnet Hill (home furnishings and casual apparel) Smith + Noble (window treatment) The Territory Ahead (casual apparel) TravelSmith (casual apparel) has been acquired by $760. IAC’s network of sites would rank as the 8th largest in the world Confidential 28 . with more than 168 million unique visitors across 40 countries.000 IAC Overview: IAC is a leading internet company with more than 35 fast-growing. Cornerstone Brands is a family of leading catalog companies for the home.Case Studies of an M&A Practitioner Case Study: Cornerstone Brands Transaction Overview: Cornerstone’s private equity owners were interested in evaluating a realization of their investment in the Company Looking to take advantage of the high EBITDA multiples being paid for consumer companies at the time Transaction Process Overview: Worked with the Company as an advisor on a sell-side engagement Key Terms of Transaction: Successful sale of the Company at a very attractive valuation of ~12x LTM EBITDA Cornerstone Overview: Founded in 1995. highly-related brands serving loyal consumer audiences.

footwear and accessories. Easy Spirit.e. as well as an operator of its owned specialty and value-based retail banners. marketer and wholesaler of branded apparel. Nine West. and also manufactured private label footwear for certain retailers Jones Apparel Group Overview: Jones Apparel Group is a leading designer. Sam & Libby.S.000 rights to the Anne Klein license from its licensee. Joan & David. Gloria Vanderbilt. Napier. Dockers Footwear for Women. Mootsies Tootsies and Sam & Libby. Bandolino. Joan & David. and marketer of casual and dress footwear for women and children under multiple brand names.25 per share and the Maxwell Shoe Board agreed to recommend the offer to shareholders This implied an LTM EBITDA multiple of approximately 9. developer.50 per share and hosted a conference call to discuss the proposal The Maxwell Shoe Board rejected the revised offer as inadequate as it announced record growth in earnings and profitability After weeks of protracted negotiations and posturing. Albert Nipon and Le Suit.000. Enzo Angiolini. J.0x Maxwell Shoe Company Overview: Maxwell Show Company is a designer. including AK Anne Klein.. Jones agreed to increase its bid to $23.i. Jones Apparel initiated a hostile takeover for the company through the issue of a “bear hug” letter and an offer of $20. Major brands include Jones New York. Judith Jack. Maxwell Shoe Company. The Company sold its shoes primarily through department stores and specialty stores in the U. Jones increased its offer to $22.00 per share After initial discussions fell apart over value and with a low amount of has been acquired by shares tendered after three months of an open tender offer. Energie. Jones launched a tender offer at the same $20.G. Hook.00 per share The Board of Directors of Maxwell Shoe quickly rejected the offer. EvanPicone. Mootsies Tootsies. seeking to consolidate its holdings by acquiring the $386.Case Studies of an M&A Practitioner Case Study: Maxwell Shoe Company Transaction Overview: In February 2004. Confidential 29 . l. saying it was too low and undervalued the company Frustrated that it wasn’t getting the attention it deserved. Anne Klein.. Kasper.

Everlast Worldwide received an inbound unsolicited offer for the Company The Company and Board of Directors needed an advisor to partner with them on a strategic defense assignment Transaction Process Overview: Worked with company management and the Board of Directors to evaluate its strategic alternatives. manufacturer and marketer of boxing and fitness related sporting goods equipment under the well-recognized Everlast brand name Sports Direct Overview: Sports Direct is the UK’s leading sports retailer by revenue and operating profit.Case Studies of an M&A Practitioner Case Study: Everlast Worldwide Transaction Overview: On file with the SEC to complete a follow-on equity offering. vis-à-vis an unsolicited offer to acquire the Company Spoke to over 60 parties and received multiple bids for the Company Key Terms of Transaction: Successful sale of the Company to a division of a large UK branded products company and retailer. Everlast Worldwide is a leading designer.000 has been acquired by Brands Holdings Limited. Sports Direct International plc. and the owner of a significant number of internationally recognized sports and leisure brands $191.000. at an attractive valuation of ~17x LTM EBITDA Everlast Overview Founded in 1910. a subsidiary of Confidential 30 .

Case Studies of an M&A Practitioner Everlast Worldwide: The Main Participants Target: Everlast Worldwide Inc. real estate. sporting goods equipment and other active lifestyle products and accessories.Hidary is an affiliate of the Hidary Group and is a sublicensee of Everlast’s U. footwear. manufacturer and marketer of boxing and fitness related sporting goods equipment under the well-recognized Everlast brand name and a worldwide licensor of the Everlast brand for apparel. Everlast has been the preeminent brand in the world of boxing and among the most recognized brands in the overall sporting goods and apparel industries Initial Transaction: The Hidary Group The Hidary Group is a New York-based family office investor group The firm's portfolio consists of companies in various industries. is a leading designer. Since 1910.S. a $2. Men’s apparel licensee Ultimate Acquiror: Brands Holdings Limited Brands Holdings Limited is a wholly-owned subsidiary of Sports Direct International plc. technology and financial services M. including consumer goods. Everlast Worldwide Inc.6 billion public sports retailer based in the UK and the owner of several internationally recognized sports and leisure brands Sports Direct International plc provides sports apparel and equipment through the following brands: Antigua Carlton Donnay Dunlop Kangol Karrimor Lilywhites Confidential 31 .

or 17.00 per share. Everlast Worldwide Inc. including: Continued evaluation of the potential follow on offering Evaluation and negotiation of the Hidary offer that resulted in a transaction being announced on June 1.50 per share. and resulted in a superior offer $30. Brands Holdings Limited (”Brands Holdings”). Everlast received a revised per share value of $24.5x LTM EBITDA Confidential 32 .Case Studies of an M&A Practitioner Everlast Worldwide: Situation Overview In early 2007. Everlast received an unsolicited acquisition proposal from The Hidary Group (“Hidary”) to acquire all of the stock of the Company for an implied range of $21. or 16. pay down debt and increase its liquidity Filed with the SEC on March 22 Received initial comments on April 20 SEC response expected week of April 23 On April 26. (“Everlast” or the “Company”) was planning to do a $40 million follow-on equity offering to secure capital to execute on its global brand strategy. or 14x LTM EBITDA Conducting of a “go shop” post the announcement of the Hidary transaction that surfaced another interested party.00 per share.90 Everlast engaged its exclusive financial advisor to work with the Company and its legal advisors to evaluate the proposal From May 3 to June 29 the advisory team worked with the Company and is legal advisors to evaluate its alternatives.27 per share Board met to discuss the offer Responded to Hidary that the Company was “not for sale” On May 1. 2007 at $26.96 to $25.1x LTM EBITDA Entertaining a “bidding war” between Hidary and Brands Holdings that was ultimately won by Brands Holdings and ended in a transaction at $33.40 to $23.

50 to $25. Several meetings with various financing sources and business advisors in conjunction with the Hidary Group were held.rollover option that was devoid of key details which precluded a meaningful evaluation of a the value of such roll over option. EVST received a revised offer letter and draft Merger Agreement from Brand Holdings. Hidary Group increased its offer to a price of $26 . Advisors identified and contacted a broad list of 31 potential strategic purchasers in the apparel.0% of their shares into equity interests in the new acquisition vehicle of Hidary Gro up Acquisitions. and included . Additionally contacted 25 financial buyers that it believed could be interested in ac quiring EVST based on the size and focus of their funds. Negotiations commenced regarding a potential acquisition of EVST by the Hidary Group. as well as EVST’s business model. Confidential 33 . sporting goods and branded consumer goods manufacturing and retail industries.00 per share with a corresponding proportionate increase in the fee and expense provisions in the Merger Agreement.00 per share was better than an offer of $31. which offer included a price per share of $30. 00. 19 • • • • The Hidary Group initially submits letter of intent regarding the purchase of Everlast at a purchase price ranging from approximately $21. Transaction was announced at a price of $26.72 to 23. Hidary Group Acquisitions. footwear. increasing their offer to $31. Board of Directors determined that EVST was not for sale at the time and tha t the purchase price range proposed on behalf of the Hidary Group would be inadequate. LLC. Following a management presentation of publicly available information to Brand Holdings.25 per share and providing for the right of all EVST stockholders to elect to rollover up to 50.30 per share. Major deal terms were finalized. Brand Holdings increased their offer to $33. 2007 for complete detail regarding the background to the transaction.50. Special meeting of stockholders to be held to vote to adopt t he Agreement and Plan of Merger with Brand Holdings (1) Refer to definitive proxy statement dated August 16.50 per share. EVST board of directors determined that Brand Holdings’ cash offer of $33. Number of legal actions by Hidary Group and shareholders were in progress against EVST. LLC. the board and selected members of management and Brand Holdings. past and present portfolio companies. EVST and Brand Holdings. A settlement agreement was agreed upon between shareholders and Brand Holdings/EVST. EVST received a revised letter of intent from the Hidary Group with an increased price ranging from approximately $24.25 per share in cash from the Hidary Group which remained subject to financing letters containing financing contingencies. A settlement agreement was agreed upon between the Hidary Group.76 per share. No confidentiality agreement was signed and the Brand Holdings solely relied on publicly available information in its assessment. Brand H oldings expressed a desire to make a superior proposal on essentially the same terms as the Prior Merger Agreement.30 • • • • • • • • • • • • • • June 8 June 18 June 21 June 29 June 29 June 29 • • • • • • • • • • June 1 – August 3 August 3 August 16 Sept. financial characteristics and industry focus. Began “go shop” period in which the advisors contacted potential purchasers that might be interested in acquiring EVST.Case Studies of an M&A Practitioner Everlast Worldwide: Timetable of Events • • • • • • • April 26 April 27 May 1 May 1– 30 May 30 June 1 June 1. EVST received a letter from Brand Holdings its intention to offer to purc hase the Company.

2007: $26.50 per share Transaction value of $146. 2007: $33.5x LTM EBITDA multiple Initial transaction with The Hidary Group was announced on June 1.0x Final transaction with Brands Holdings Limited was announced on June 29.4x Confidential 34 .00 per share Transaction value of $182.5% over initial Hidary offer EV / LTM Revenue: 3.3 million Implied premium of 42.6% (based on closing price prior to announcement of Hidary transaction) Increase of 24.7x EV / LTM EBITDA: 14.5% EV / LTM Revenue: 2.6% to its closing stock price prior to announcement and a 17.0 million Implied premium of 14.Case Studies of an M&A Practitioner Everlast Worldwide: Valuation Everlast was acquired by Brands Holdings at a premium of 42.

00 per share Brand Holdings $33.25 per share 6/28/07: Announced superior proposal from Brand Holdings at $30.Case Studies of an M&A Practitioner Everlast Worldwide: Stock Price Reaction 6/29/07: Brand Holdings offer price increased to $33.47 69.5% $20.000 $40 $38 $36 $34 $32 900 800 700 Stock Price Premium As of 05/31/07 1-Month Average 3-Month Average 6-Month Average 52-Week High 52-Week Low 6/28/07: Received counter-offer from the Hidary Group on June 28.58 77.00 per share 07/12/07: Hidary Group files lawsuit against Company for breach of buyout agreement 600 08/03/07: Settlement of lawsuit with Hidary Group $30 $28 $26 $24 500 400 7/13/07: Aquamarine Capital urges Company to re-enter negotiations with Hidary 7/25/07: 14.2% $11.00 per share 1.00 $23.6% $23.15 42.35 62.5% $18.30 192.3% Holder Burlingame expresses preference for Hidary offer $22 $20 $18 300 5/31/07: Announced transaction with the Hidary Group at $26.50 per share with a 30-day go-shop period 06/04/07: Aquamarine Capital issues press release claiming Hidary offer undervalues Company $16 $14 $12 $10 $8 $6 200 100 0 9/20/2006 10/23/2006 11/24/2006 12/29/2006 2/1/2007 3/6/2007 4/9/2007 5/11/2007 6/15/2007 7/18/2007 8/21/2007 9/24/2007 Confidential 35 . 2007 for $31.1% $19.21 42.0% 9/20/07: Brands Holdings completes acquisition for $33.

50 by the Board of directors and Hidary was notified Required hiring of Delaware counsel Everlast paid the $3MM break-up fee.00 was deemed superior due to certainty of closure to counter-offer of $30. the merger structure was chosen due to financing considerations and it allowed Board of Directors to conduct a market check through a go-shop Extensive discussions with Delaware counsel The “Go-Shop” Provision Negotiated a 30-day. broad go-shop. one executed a confidentiality agreement. which favored the tender.Case Studies of an M&A Practitioner Everlast Worldwide: Key Issues / Take-Aways An Unsolicited Offer Hidary offer was unsolicited and demanded a swift response Key to beginning discussions were the “not for sale” speech and a confidentiality agreement with a strong standstill agreement Structure: Tender Offer versus Merger Had a number of different discussions regarding the structure of the transaction Main issue was speed to close. one met with management and ultimately submitted a proposal Proposal of $30. terminated the Hidary agreement and entered agreement with Brands Holdings Confidential 36 . as it did in this case A Superior Proposal – at a Lower Nominal Value Three parties expressed interest. however. under which the numbers of parties was not limited. and a tiered break-up fee A properly structured go-shop can allow the Board to fulfill its fiduciary duties through a postsigning market check Can lead to the receipt of a superior proposal.

Case Studies of an M&A Practitioner Everlast Worldwide: Key Issues / Take-Aways Activist Shareholders Two major shareholders issued press releases chastising the Company and the Board of Directors for accepting the initial Hidary offer Pressured the Company to build a strong transaction record and obtain the highest and best price for the Company Same two shareholders joined the Hidary group and were publicly vocal against the Brands Holdings offer Shareholder Lawsuits Two lawsuits were filed claiming that the board of Directors did not adequately fulfill its fiduciary obligations Hidary filed a lawsuit in Delaware to enjoin the merger with Brands Holdings The “Jilted” Suitor Turns Hostile Hidary group unhappy with Board’s decision to deem the Brands Holdings offer superior and would not accept delivery of break-up fee Contacted Brands Holdings in an attempt to participate with Brands holdings or get financial compensation—Hidary was rebuffed Issued public statements and sent letters to the Board and advisors outlining why they believed their offer to be superior Filed lawsuit in Delaware to enjoin the merger Ultimately withdrew lawsuit (weak case against a strong record) on legal counsel’s advice Everlast released Hidary from standstill allowing them another opportunity to make a superior proposal Confidential 37 .

Roebuck and Co. is a leading broadline retailer providing merchandise and related services with the following proprietary brands—Land’s End.000. Orchard Supply Hardware.400 retail locations Third largest retailer with approximately $57 billion in revenues The combined company was renamed Sears Holdings Corp. Roebuck and Co. (“Sears”) announced the signing of a definitive agreement to combine Sears and Kmart to create one of the largest retail companies in the United States Valued Sears at $14. Martha Stewart Everyday and Route 66 Sears. Also evaluated the divestiture of Sears Canada and Orchard Supply Hardware (in which Sears subsequently sold a minority stake to Ares Management) and performed real estate portfolio analyses to evaluate underlying asset value of extensive real estate portfolio Key Terms of Transaction: After analyzing potential divestitures. Kenmore. Overview: Holding company created through the merger of two large mass retailers Kmart Holding Corporation and its subsidiaries offer customers quality products through a portfolio of exclusive brands that include Thalia Sodi. Diehard and Craftsman Brands Confidential 38 .6 million of debt) Second largest retailer at 3.Case Studies of an M&A Practitioner Case Study: Sears / Kmart Transaction Overview: On November 17. Kmart elected to keep all brands under the Sears umbrella at the time of the transaction close Sears Holding Corp. Kmart Holding Corp. Kenmore.5 billion (including $3.000 has merged with Transaction Process Overview: Worked with Kmart and its board of Directors to consummate a merger with Sears Performed separate valuation analyses including valuation of the Company’s Land Ends. Joe Boxer. although each brand continued to operate under its own name $15. (“Kmart”) and Sears. Jaclyn Smith.. 2004. Diehard and Craftsman Brands.000.

Case Studies of an M&A Practitioner

Case Study: Sears / Kmart (cont’d)
Valuation Statistics (as of prior close)
Blended value of cash / stock offer: $50.34 Implied Sears LTM EBITDA multiple: 7.3x Implied premium to close on 11/16/04: 11.4% Implied premium to 30-day average price: 31.7% Reflects lower share price prior to the 11/5/04 announcement of Vornado’s stake in Sears

Equity Market Reaction
Equity market reacted very favorably to the transaction, bidding up both Sears and Kmart stock on the day of announcement (11/17/04) Sears stock closed at $52.99, up 17.2% Kmart stock closed at $109.00, up 7.7%

Pro Forma Company Structure
Shareholders of Kmart Holding Corp. Shareholders of Sears, Roebuck &Co.

~63.2%

~36.8%

The combination was achieved through a holding company structure (under §351) – a “double dummy” transaction Ensured that stock component of consideration was to be tax-free to Sears shareholders Allowed for survival of the Sears legal entity Sears Holdings acted as the holding company for the Sears and Kmart businesses, which were expected to continue to operate separately under their respective brand names It was expected that over time, a significant number of Kmart off-mall stores would be converted to Sears

Sears Holdings

100%

Kmart Holding Corp

Sears, Roebuck & Co.

Confidential

39

Agenda

I II III IV V

M&A Market and Industry Overview An M&A Practitioner's Career Path Case Studies of an M&A Practitioner M&A Deal Studies Appendix: Overview of Presidio

Confidential

40

M&A Deal Studies

Diamond Foods / Kettle Foods Case Study
Financial Summary ($mm, unless otherwise noted)
Announcement Date Equity Value Add: Net Debt Assumed Enterprise Value Enterprise Value / LTM Sales Enterprise Value / LTM EBITDA Price / LTM Earnings Accretion / Dilution – All Cash Deal FY1 Accretion / Dilution - $ FY1 Accretion / Dilution - % Accretion / Dilution – Cash & Stock Deal1 FY1 Accretion / Dilution - $ FY1 Accretion / Dilution - % February 25, 2010 $350.2 264.8 $615.0 2.5x 11.5x n/m

Key Terms Summary ($mm, unless otherwise noted)
Transaction Type Transaction Attitude Tax Attributes Consideration - Cash / Stock % Stock Consideration Details Financing Contingency Employment Agreements Break-Up Fee % Equity Value % Enterprise Value Reverse Termination Fee % Equity Value % Enterprise Value Go-shop Provision Duration (months) Tiered Break-Up Fee Top-Up Option Minimum Condition Stock Purchase Friendly Fully Taxable 100 / 0 N/A No No $0.0 0.0% 0.0% $0.0 0.0% 0.0% No N/A N/A N/A N/A

$0.15 8.2%

($0.10) (5.4% )

Sources: Company reports, public filings, Bloomberg, Factset, Presidio estimates Note: Accretion / Dilution based on the change from consensus EPS estimates on the day before announcement 1 Consideration to Kettle Foods shareholders is all cash; this scenario reflects the effects of a potential stock issuance used by Diamond Foods to fund the acquisition

Confidential

41

2010.l. (parent company of all US and UK Kettle operating entities) and all outstanding convertible preferred equity certificates (“CPECs”). changes in accounting principles. employment arrangements and other items Standard non-solicitation None If Diamond accepts an offer from a third party within six months of the Closing Date to sell all or a portion of the Company securities at a price higher than the price per share paid under this Agreement. set-off or counterclaim Diamond is indemnified for claims served in writing on or before the first anniversary of the Closing Date.M&A Deal Studies Diamond Foods / Kettle Foods Case Study (cont’d) Key Terms of the Stock Purchase Agreement Announcement Date: Effective Date: Proposed Transaction: February 25. 2010. then Closing should occur prior to March 31. The Seller’s aggregate liability is capped at the total consideration received by the Seller under the Agreement Includes interim business conduct provisions for Kettle including ordinary course operations. 2010 Pending Acquisition of 100% of the outstanding capital stock of Lion/Stove Luxemburg Investment S. Diamond must pay an amount equal to the excess price per share times the number of shares sold to the third party Confidential 42 Total Consideration: Financing: Timing: Drop Dead Date: Tax Treatment: Material Adverse Effect: Reps & Warranties: Specific Performance: Indemnity: Covenants: Non-Solicitation/Fiduciary Out: Break-Up Fee: Seller Price Protection: . 2010 None Transaction will be taxable to Kettle Shareholders None Light warranties from all parties. stock issuance. and if DMND raises $150 million of equity prior to March 30.r. which are being redeemed at face value 100% cash consideration of approximately $350 million ($615 million Enterprise Value less $265 million Net Debt at 1/31/2010) with standard working capital adjustment Diamond Foods (“Diamond” or “DMND”) will finance the transaction with a newly secured $600 million credit facility.a. a ~$150 million equity offering and cash on hand Closing should occur prior to April 30. Diamond warrants that it will have sufficient funds to satisfy its obligations under the Agreement Diamond unconditionally and irrevocably guarantees payment and specific performance without condition. indebtedness.

M&A Deal Studies Diamond Foods / Kettle Foods Case Study (cont’d) Key Terms of Diamond’s Credit Agreement Credit Facilities: Maturity: Collateral: $400 million Term Loan $200 million Revolver (expected $174 million drawn at closing of Kettle Foods acquisition) February 25. 2015 Secured by substantially all assets with subsidiary guarantees and cross-default provisions. a $10 million restricted payments bucket (See next page for Financial Covenants) Total consideration paid for acquisitions in each four quarter period must not exceed 50% of Consolidated Excess Cash Flow (used for excess cash flow recapture) and there shall be at least $50 million of availability under the Revolver after making any acquisition Pricing: Fees: Prepayments: Term Loan Repayment: Affirmative Covenants: Negative Covenants: Permitted Acquisitions: Confidential 43 . (ii) Consolidated Leverage Ratio has been at or below 2.50x for at least two consecutive quarters and (iii) less than $100 million of the Term Loan remains outstanding Base Rate (highest of (i) Fed Funds Rate + 50 bps. guarantee and security and others Standard negative covenants with a $25 million new indebtedness bucket. notices. maintenance of properties and insurance. use of proceeds. (ii) Prime Rate. equity issuances. including reporting. and (iii) LIBOR + 100 bps) + Applicable Rate (sliding scale from 125 bps to 250 bps based on the Leverage Ratio) Commitment Fee: Sliding scale from 37.5 bps to 50 bps based on the Leverage Ratio Ticking Fee: 50 bps on the Aggregate Commitment ($600 million) Arrangement and administrative agency fees Optional: Pre-payable at any time prior to maturity without premium or penalty Mandatory: Excess cash flow recapture and proceeds from asset sales. indebtedness and any other extraordinary receipt of cash Quarterly principal payments of $10 million with a $210 million bullet at Maturity Standard affirmative covenants. compliance. Collateral may be released if (i) there has been no Default.

M&A Deal Studies Diamond Foods / Kettle Foods Case Study (cont’d) Key Terms of Diamond’s Credit Agreement (cont’d) Financial Covenants: Consolidated Leverage Ratio.10x 1.75x 4.20x 1. defined as Debt / EBITDA. based on the following schedule: Date Funding – April 2011 April 2011 – April 2012 April 2012 – April 2013 April 2013 – April 2014 April 2014 – Maturity Max Ratio 4. defined as (i) EBITDA less (ii) capex and (iii) cash taxes divided by the sum of (i) interest expense. (ii) debt principal payments and (iii) Restricted Payments.25x 3.25x Confidential 44 .75x 3.50x 3.25x Consolidated Fixed Charge Coverage Ratio. based on the following schedule: Date Funding – October 2012 October 2012 – October 2013 October 3012 – Maturity Max Ratio 1.

5mm 2.M&A Deal Studies Shiseido / Bare Escentuals Case Study Financial Summary ($mm unless otherwise noted) Announcement Date Close Date Offer Price/Share % premium to Pre-Announcement Price % premium to 52-wk High FD Shares Outstanding (millions) Equity Value Add: Net Debt Assumed Enterprise Value Enterprise Value / LTM Sales Enterprise Value / LTM EBITDA Price / LTM Earnings Accretion / Dilution – Accrual EPS FY1 Accretion / Dilution .$ FY2 Accretion / Dilution .$ FY1 Accretion / Dilution .6% ¥ 7.0% 0.0% No N/A No Yes 50.7% ¥ 20.41 7.8x ¥5.9% 22.% Accretion / Dilution – Cash EPS FY1 Accretion / Dilution .4% 95.871.3% $0. public filings.% Sources: Company reports.585 $1.6 132. 2010 Pending $18.0% Confidential 45 .36 25.6% ¥ 18.04 27.% FY2 Accretion / Dilution .0% January 14. Bloomberg.20 39.% FY2 Accretion / Dilution .5x 20.$ FY1 Accretion / Dilution .0 0.$ FY2 Accretion / Dilution .5% 2.Cash / Stock % Stock Consideration Details Financing Contingency Employment Agreements Break-Up Fee % Equity Value % Enterprise Value Reverse Termination Fee % Equity Value % Enterprise Value Go-shop Provision Duration (months) Tiered Break-Up Fee Top-Up Option Minimum Condition Stock Purchase Friendly Tender Fully Taxable 100 / 0 N/A No Yes $43.6 3.5x 11.09 9.739.0 $1. Factset Note: Assumes 20 year amortization of Goodwill Assumes 100% of cash proceeds financed with debt Accretion / Dilution based on changes from IBES EPS Estimates Key Terms Summary ($mm unless otherwise noted) Transaction Type Transaction Attitude Tax Attributes Consideration .

7 million and debt of $230.20 per share via an all-cash tender offer. CAPEX. $5 million aggregate). (“BARE”) for $18. Inc. credit rating. contracts.M&A Deal Studies Shiseido / Bare Escentuals Case Study (cont’d) Summary of Key Terms Announcement Date: Effective Date: Proposed Transaction: January 14. 2009. stock price and/or trading volume Other exclusions include acts of war or terrorism. event. results of operations or financial condition of the Company and its Subsidiaries taken as a whole or (b) would prevent or materially delay consummation by the Company of the transactions contemplated by the Merger Agreement or otherwise prevent or materially delay the Company from performing its obligations under the Merger Agreement. unless. employment. accounting methods and other items Total Consideration: Timing: Drop Dead Date: Tax Treatment: Material Adverse Effect: Covenants: Confidential 46 . 2010 Pending Acquisition of 100% of the outstanding capital stock of Bare Escentuals. circumstance or occurrence that (a) is or is reasonably likely to be materially adverse to the business.7 billion. BARE-specific exclusions include changes in the beauty or cosmetics industry. in certain cases.7 million Tender offer to commence 10 days post signing of the transaction (1/25/2010) and be open for 30 days (until 3/8/2010) May 31. the last trading date prior to announcement 100% cash consideration of approximately $1. natural disasters.9% premium to BARE’s closing price on January 13.9 billion in enterprise value. distributions channels in which the company operates. Shiseido required to have financing in place at the time of initial expiration of the tender offer and at the effective date Includes interim business conduct provisions for BARE with regard to capital stock or other securities or rights. 2010 Transaction will be taxable to BARE’s shareholders Any change. dividends. implies a 39. the signing of the agreement. largely qualified by MAE clauses and some knowledge qualifiers. changes in regulations. assuming cash of $98. indebtedness ($1million per. implies $1. there is a disproportionate effect on BARE and its operations Reps & Warranties: Both Shiseido and BARE made standard public company representations and warranties. acquisitions (over $3 million).

through any officer. (ii) engage in. a Takeover Proposal. or any committee thereof. (i) the Company and its Representatives may contact such Person or group of persons to clarify the terms and conditions thereof and (ii) if the Board of Directors of the Company. and (B) engage in or otherwise participate in discussions and/or negotiations with the Person or group of Persons making such Takeover Proposal Fiduciary Out: Standard fiduciary out in the event the Board receives a Takeover Proposal (threshold of 20%). (i) solicit. continue or otherwise participate in any discussions or negotiations regarding a Takeover Proposal or (iii) enter into any agreement or agreement in principle with respect to a Takeover Proposal If at any time on or after the date of this Agreement and until the purchase of Shares by Merger Sub pursuant to the Offer. a Superior Proposal. written. agent or otherwise. bona fide Takeover Proposal from any Person or group of Persons. provided. pursuant to an Acceptable Confidentiality Agreement. after consultation with its independent financial advisors and outside legal counsel. information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Takeover Proposal. or could reasonably be expected to lead to. BARE’s CEO Conditions to Closing: Confidential 47 . or the making of any proposal or offer (including any proposal or offer to the Company's stockholders) that constitutes. or could reasonably be expected to lead to. that such Takeover Proposal constitutes. which was not previously made available to Parent or its Representatives. that the Company shall promptly provide to Parent any material non-public information concerning the Company or its Subsidiaries that is made available to any such Person. initiate or knowingly facilitate or encourage (including by way of furnishing non-public information other than in the ordinary course of business) any inquiries regarding. director. determines in good faith. continued employment of Leslie Blodgett. which Takeover Proposal was made on or after the date of this Agreement and which did not arise or result from any breach of this Agreement. directly or indirectly.M&A Deal Studies Shiseido / Bare Escentuals Case Study (cont’d) Summary of Key Terms (cont’d) Non-Solicitation: The Company has agreed that neither it nor any Subsidiary shall. deems it a Superior Proposal (threshold of 50%) and has notified Shiseido and complied with notice provisions Customary for a public merger. then the Company and its Representatives may (A) furnish. the Company or its Representatives receives an unsolicited.

Shiseido will receive 100 Class I Units in Blush Holdings LLC. agreement (other than the Merger Agreement and the transactions contemplated thereby) or proposal that would result in a breach of any representation or warranty. a subsidiary of Shiseido This agreement was a condition precedent to entering into the Merger Agreement Confidential 48 . to contribute 4. (ii) immediately following the acceptance of shares of Common Stock of the Company for payment pursuant to the Offer.M&A Deal Studies Shiseido / Bare Escentuals Case Study (cont’d) Summary of Key Terms (cont’d) Contribution Agreement: Leslie Blodgett agreed (i) not to tender or cause to be tendered in the Offer.728 Shares not contributed to Holdings will be converted into the merger consideration pursuant to the Merger.710. covenant or other obligation of the Company under the Merger Agreement or that reasonably would be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled and (b) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement that are voted on by the stockholders of the Company In sum. any Shares.963 Shares (~84% of her holdings) to Holdings in exchange for membership interests in Blush Holdings and a cash distribution from Holdings. Blodgett will receive cash of approximately $61.2 million for 60% of her total holdings and three (3) Class II Units. and (iv) to vote (a) against any action. (iii) that the 889.

Contribution Amount + annual 4% prorated return + Participation Amount (an additional amount equal to incremental EBITDA x Multiple x Ownership) Accelerated Redemption: Blodgett discontinues employment event.5 million Fiscal Year 2011: $188. Contribution Amount + annual 4% prorated return + Participation Amount (formula pro-rated to reflect change from Automatic Redemption) Change of Control Redemption: Bare Escentuals change of control event. restricted shares and any contingent rights to acquire or receive shares shall be cashed out at the transaction price. whether vested or unvested Top-Up Option: Break-Up Fee: Options/Warrants: Confidential 49 .M&A Deal Studies Shiseido / Bare Escentuals Case Study (cont’d) Summary of Key Terms (cont’d) Blush Holdings LLC: Entity formed for the purposes of the Shiseido / BARE merger with ownership comprised of Shiseido (Managing Member with Class I shares) and Leslie Blodgett (Non-Managing Member with Class II shares) Blush Holdings LLC agreement outlines the purpose of the entity in the transaction.3% of equity value and 2. Contribution Amount + annual 4% prorated return + Participation Amount (formula pro-rated to reflect change from Automatic Redemption) Optional Redemption: Shiseido change of control event.528.5% of enterprise value) payable by BARE under certain circumstances All options. ostensibly it allows for indirect and continued ownership by Leslie Blodgett in Shiseido for a large portion of her current ownership in BARE—approximately 40% Liquidation of Blodgett’s Class II Units can occur under a number of scenarios from 2010 to 2012 as follows: Automatic Redemption: Automatic annual redemption by Shiseido each year.7 million Shiseido granted an irrevocable option that will allow the number of shares owned by it to be one share more than 90% of fully diluted shares outstanding $43. Greater of Accelerated Redemption price or a percentage of the aggregate consideration EBITDA Threshold Amounts: Fiscal Year 2010: $170.152 (2.3 million Fiscal Year 2012: $195.

5% 2.5% Confidential 50 .0% 19.$ FY1 Accretion / Dilution . 2009 February 8.$ FY1 Accretion / Dilution .0% No N/A No Yes 50.$ FY2 Accretion / Dilution .$ FY2 Accretion / Dilution . Bloomberg.50 33.% FY2 Accretion / Dilution .0% December 21.02 0.3% $0.3x 29.M&A Deal Studies Sanofi-Aventis / Chattem Case Study Financial Summary ($mm unless otherwise noted) Announcement Date Close Date Offer Price/Share % premium to Pre-Announcement Price % premium to 52-wk High FD Shares Outstanding (millions) Equity Value Add: Net Debt Assumed Enterprise Value Enterprise Value / LTM Sales Enterprise Value / LTM EBITDA Price / LTM Earnings Accretion / Dilution – Accrual EPS FY1 Accretion / Dilution . public filings.221.4x $0.850 $1.4% $0.2% $0.0 $2.02 0.03 0.856.0% 0.9% $0.0 365.% FY2 Accretion / Dilution .03 0.Cash / Stock % Stock Consideration Details Financing Contingency Employment Agreements Break-Up Fee % Equity Value % Enterprise Value Reverse Termination Fee % Equity Value % Enterprise Value Go-shop Provision Duration (months) Tiered Break-Up Fee Top-Up Option Minimum Condition Stock Purchase Friendly Fully Taxable 100 / 0 N/A No Yes 64. Factset Note: Assumes 15 year amortization Assumes 100% of cash proceeds financed with debt Accretion / Dilution based on changes from IBES EPS Estimates Key Terms Summary ($mm unless otherwise noted) Transaction Type Transaction Attitude Tax Attributes Consideration . 2010 $93.% Sources: Company reports.6% 30.0 4.% Accretion / Dilution – Cash EPS FY1 Accretion / Dilution .0 0.6 3.8x 13.

M&A Deal Studies Sanofi-Aventis / Chattem Case Study (cont’d) Summary of Key Terms Announcement Date: Effective Date: Proposed Transaction: January 21. law or GAAP. development. Inc (“CHTT”) for $93. changes in regulations. unless. assuming net debt of $365 million Tender offer to commence January 2010 April 30. event. there is a disproportionate effect on CHTT and its operations Reps & Warranties: Both Sanofi and CHTT made standard public company representations and warranties.50 per share via an all-cash tender offer. implies a 33.9 billion. employment. 2010 Transaction will be taxable to CHTT’s shareholders Any change. indebtedness ($500. $1. 2010 Pending Acquisition of 100% of the outstanding capital stock of Chattem. dividends. in certain cases.5 million in aggregate). implies $2. Sanofi required to have financing in place for the transaction.000 in the aggregate). written Takeover Proposal (threshold of 20%). natural disasters. redeem its Senior Subordinated Notes and repay and discharge its Credit Facility Includes interim business conduct provisions for CHTT with regard to capital stock or other securities or rights.6% premium to CHTT’s closing price on January 18.2 billion in enterprise value. effect. acquisitions. the signing of the agreement. 2009. CAPEX ($750. the last trading date prior to announcement 100% cash consideration of approximately $1. general market conditions and inability of CHTT to meet any internal or published financial projections.000 in the aggregate). including amounts to fulfill CHTT’s obligations with regard to its Convertible Senior Notes.000 individually. largely qualified by MAE clauses. properties or assets ($500. state of facts or occurrence that is or would reasonably be expected to be materially adverse to the business. forecasts or earnings predictions for any period ending on or after the date of the agreement Other exclusions include acts of war or terrorism. deems it a Superior Proposal (threshold of 50%) and has notified Sanofi and complied with all notice provisions Total Consideration: Timing: Drop Dead Date: Tax Treatment: Material Adverse Effect: Covenants: Non-Solicitation/Fiduciary Out: Confidential 51 . accounting methods and other items Standard non-solicitation agreement. standard fiduciary out in the event the Board receives a bona fide. contracts. assets. results of operations or financial condition of the Company and its Subsidiaries taken as a whole CHTT-specific exclusions include changes in the industry.

and option holders to receive cash equal to the difference between the offer price and exercise price (net exchange feature) Confidential 52 .596.9% of enterprise value) payable by CHTT under certain circumstances All options shall be cashed out at the transaction price.5% of equity value and 2. whether vested or unvested.M&A Deal Studies Sanofi-Aventis / Chattem Case Study (cont’d) Summary of Key Terms (cont’d) Conditions to Closing: Top-Up Option: Break-Up Fee: Options/Warrants: Standard conditions for a public tender offer Sanofi granted an irrevocable option that will allow the number of shares owned by it to be one share more than 90% of fully diluted shares outstanding $64.000 (3.

Agenda I II III IV V M&A Market and Industry Overview An M&A Practitioner's Career Path Case Studies of an M&A Practitioner M&A Deal Studies Appendix: Overview of Presidio Confidential 53 .

M&A and capital raising Presidio Wealth Management: Independent. Los Angeles. deep relationships with its client base. multiple years and. ー Approximately 60 employees with a presence in San Francisco. Lauderdale Confidential 54 .S. Presidio has grown rapidly to become one of the premier boutique financial advisory firms in the U. multiple client businesses ー ー Presidio’s mission statement is “Earning Clients-for-Life” Presidio is dedicated to maximizing clients’ long-term financial “health” Presidio serves its clients through three core businesses ー ー ー Presidio Investors: $45 million private equity fund Presidio Merchant Partners: Corporate advisory. Chicago and Ft. wealth creators and financial sponsors ー We specialize in helping to create and protect wealth and shareholder value The Firm is focused on establishing long-standing. at times. Dallas. unconflicted wealth advisory Presidio’s corporate advisory value proposition consists of delivering excellent execution by senior bankers with deep transaction and capital markets experience ー ー ー Strong relationships with the corporate and financial communities Extensive experience in representing private companies in a variety of advisory assignments. spanning multiple services.Overview of Presidio Who We Are Presidio Financial Partners is a provider of capital and corporate and wealth advisory services to leading public and private companies. including buy-side and sell-side M&A engagements and capital raises Providing creative solutions and execution strategies enabling clients to build and/or realize long-term value Founded in 1997.

wealth creators and entrepreneurs across their corporate and economic lifecycles Leading Corporations / Private Equity Private Equity Presidio Investors $45 million investment fund – Fund I Investing utilizing Presidio’s unique knowledge base.Overview of Presidio Business Model and Services Presidio Financial Partners provides capital and advisory services to corporations. network and business model Primary focus: growth and private equity investing Hands-on execution by senior team Partnering with Clients by Providing Capital Investment Banking Presidio Merchant Partners Investment banking and corporate advisory with emphasis on M&A advisory and private capital raising Focus on small to mid-market growth companies Deep relationships with the broader corporate and financial community Experienced senior banking team Wealth Management Presidio Wealth Management Independent wealth management advisory Focus on 1st generation wealth creators $4 billion under advisement ~175 clients Personal CIO model Corporate Strategic Advisory Services Wealth Management and Preservation Services Entrepreneurs / Wealth Creators Confidential 55 .

We relentlessly strive to achieve excellence in all of our business activities. Presidio’s adherence to these guiding principles has allowed the Firm to establish itself as one of the leading financial institutions in the U. Commitment: Focus and dedication are critical to our success. Purity of Heart: There is a distinct difference between doing what is right and doing what is wrong. Confidential 56 .Overview of Presidio Guiding Principles We are the premier provider of independent financial advisory services and capital to public and private companies. Those of us who place the interests of our clients and of the firm first will rise higher and faster through our organization. We maintain the highest ethical standards and do what is right for our clients at all times. firm. Meritocracy: Presidio is simply a merit-based firm. our mission is to earn clients for life We strongly believe that each member of our team contributes to achieving our mission by adhering to our six guiding principles Excellence: We take great pride in our professional performance. mission and guiding principles. We work together as a team to best serve our clients.S. financial sponsors. Teamwork: The strength of many is greater than the strength of one. Respect: We treat others as we would have others treat us. We are passionately committed to our clients. wealth creators and innovators At Presidio.

Overview of Presidio Sector Focused Investment Banking Consumer. IT Consulting Automotive Retail. Retail Performance materials. Food & Beverage. alternative energy. automotive technology Confidential 57 . industrial efficiency Digital & Interactive Marketing. SEO / SEM. Online Advertising. manufacturing. Lead Generation. eCommerce Technology Enabled Business Services Software. BPO. Internet. CRM. dealer services. Food & Retail Industrial Growth Digital Media & Marketing Services Branded Consumer Products.

Blu Dot’s ~$30 million minority recapitalization and capital raise Ulta Cosmetics’ ~$170 million IPO Bare Escentuals’ ~$350 million IPO and ~$475 million follow-on Physicians Formula’s ~$140 million IPO and ~$105 million follow-on Dave & Buster’s ~$375 million sale to Wellspring Capital Management Everlast Worldwide’s ~$200 million sale to Sports Direct Plc Golf Galaxy’s ~$225 million sale to Dick’s Sporting Goods Presidio’s lead investment bankers leverage over 30 years of transaction generation and execution to deliver high quality strategic and financial advisory to their clients We are in active dialogue with private and public companies. Beauty and Personal Care. Restaurants.Overview of Presidio Presidio Investment Banking – Consumer. venture capitalists and private equity firms on buy-side and sell-side M&A and strategic advisory Confidential 58 . Food & Beverage The Consumer Group is focused on service and product companies across a wide range of verticals and sub-sectors. including Food & Beverage. Staffing and Sporting Goods Notable and recent Consumer transactions by our team members include the following transactions: ー ー ー ー ー ー ー ー ー ー ー Blue Horizon Organic Seafood Company’s minority equity recapitalization Tree of Life’s $190 million divestiture from Royal Wessanen NV Lindora’s minority recapitalization and capital raise Kmart Corporation’s ~$15 billion merger with Sears Roebuck & Co.

Overview of Presidio Presidio Investment Banking – Consumer Client Companies * Includes transactions completed by Presidio Merchant Partners LLC or by Presidio team members prior to joining the firm Confidential 59 .

Overview of Presidio Presidio Investment Banking – Strong Private Equity Relationships Confidential 60 .

000.000.000 has been acquired by has been acquired by has been acquired by has merged with Home Choice Holdings.000 $300.000.000 $15. Valuation Opinion has been acquired by * Includes transactions completed by Presidio Merchant Partners LLC or by Presidio team members prior to joining the firm Confidential 61 .000 $173.000.000.000.Overview of Presidio Selected Branded Consumer Transactions Millbrook Capital Management Company has completed a minority equity offering to Initial Public Offering $228.000 Follow-on Offering $190.000 $80.000.000.000 $105.000. Inc.000.000 has completed a minority equity recapitalization with has completed a minority equity recapitalization with has been divested by and acquired by Strategic Advisor with Regard to Wine Assets Presidio Investors $191.000 has acquired Lenox Group.000.000 $140. has merged with has been acquired by $245.000.000 Initial Public Offering $350.000 $476.000.000 has been acquired by Follow-on Offering $375.000 has been acquired by has completed a divestiture of 87 stores to Coventry Real Estate $352.000.000.000 has been acquired by Strategic Alternatives Review Initial Public Offering $215.000. Inc.

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