First quarter 2016 Food and Beverage Recap S n ac k o n T h at T h e sn ac k in g tren d is d riv in g M & A in th e f o o d an d b ev erag e in d ustry as m il l en n ial s sh if t aw ay f ro m trad itio n al th ree- m eal f o rm at. The generational shift is causing more than just changes to traditional social and workplace environments. It’s also transforming the landscape of the food and beverage industry. Sales of snacks accounted for approximately 40% of the North American packaged food market, with continued growth expected. This is largely due to millennials, who are snacking more than any other group in history. According to a Canadian Ipsos survey, almost half of all food and beverage consumption are snacks, and on average Canadians are snacking as many as six times per day. Betterfor-you snacks have gained significant traction in recent years as consumers increasingly prefer healthier alternatives. In particular, millennials are driving this craze as they are looking for fresher, unprocessed ingredients, having been brought up in a time when there was huge scrutiny on the obesity crisis and a focus on healthy living. They are also less concerned with observing the traditional three-meal format and rather snack on the go, with a focus on products that are better for you but at the same time convenient. Larger players in the food business have shown their appetite to meet this need and grow their snack portfolios. In many ways, the snack food segment is similar to other food and beverage categories discussed in our previous Recaps, where larger industry players are seeking to expand into this growing market by targeting high-growth players and paying handsomely for prime targets. Examples include TreeHouse Foods’ acquisition of Flagstone Foods, a maker of healthy private label snacks, for approximately 12 times EBITDA, and Campbell Soup’s acquisition of organic salsa and chips maker Garden Fresh for approximately 15 times EBITDA. Not to be outdone by burgeoning upstarts in the industry, the traditional snack food players have also re-engineered their product offerings to include products that are higher in protein or lower in salt content than before. Snacks as a whole have also shifted some of the traditional business models of the large food and beverage players. Kelloggs, the cereal giant, has seen its snack portfolio, including Pringles, Cheez-It and Keebler, among others, grow to almost 50% of its current business, up from 20% in 2000. Hormel, primarily a protein product business, has seen greater growth in its Wholly Guacamole product line than any of its other brands and recently introduced a peanut butter-based snack product, a divergence from its traditional meat business focus. Even private-label giant Treehouse Foods has seen its snack category outgrow its historically largest category, beverages, as a result of various acquisitions. This trend stretches out even to the beverage segment, where over the last few months we’ve seen soft drinks monarchs Coca-Cola and PepsiCo both showing interest in Greekyogurt maker Chobani, which has ridden the wave of growth in the Greek yogurt category, as yogurt has gained significant presence as a healthy snack. th e The non-traditional snack sector has a plethora of new products that have recently generated a lot of buzz, particularly among individuals looking for healthy, nutrition-dense snacks. The advent of clean protein, low-carb and low-sugar food products is a fairly new but innovative sector that has received major interest from some of the largest food titans. Hershey acquired jerky company Krave (for approximately 9 times revenue) in order to boost sales in its snack categories, which at the time were struggling with the rising prices for chocolate and dairy products. This quarter, General Mills subsidiary Annie’s acquired EPIC Provisions, the maker of a bison-based protein bar. These acquisitions also highlight millennial consumers’ desire for new brands and new types of innovative snacks. With the continuing trend of more and more consumers snacking, expect to see further M&A activity in the snack food segment. Based on previous activity, not only are traditional snack food companies making acquisitions in the space, but even other food and beverage industry titans that have previously had a non-existent snack portfolio are getting in on the act. The mid-market segment is a prime target that larger players will look to identify brands and products that are riding the momentum of the snack craze. Mid-market players with an innovative, betterfor-you snack food product portfolio are likely to generate tremendous interest. Ad van Geloven BV, based in Netherlands, doing business as Hazelwood Convenience Foods Tilburg B.V. produces snacks, finger foods, and meal products for consumers, professionals, retailers, wholesale traders and industrial buyers. Products include sausages, croquettes, fried bami noodle snacks, spring rolls and others. Following are brief summaries of selected transactions in the North American food and beverage industry from the first quarter of 2016: I n g red ien ts • Corona, CA-based Monster Beverage Corporation entered into a definitive agreement to acquire American Fruits and Flavors for approximately US$690 million. The transaction represents an enterprise value of approximately 7.9 times EBITDA. • In addition, United Natural Foods acquired Nor-Cal Produce, Inc. for approximately US$69 million. This transaction represents an enterprise value of approximately 0.5 times net sales. Nor-Cal Produce Inc. distributes conventional and organic produce, and other fresh products in Northern California. Southern Comfort is an American liqueur made from neutral spirits with fruit, spice and whiskey flavouring. Tuaca is an Italian flavoured liqueur with vanilla and citrus. • Groupe St-Hubert Inc. owns and operates restaurants, bars and grocery stores in Quebec, Ontario and the Maritimes. In addition, the company produces and sells sauces, seasonings, soups and broths, and frozen dishes. • C o n f ec tio n ery Montreal, QC-based Champlain Financial Corporation acquired L.B. Maple Treat, Inc. from Bedford Capital Management. The financial terms of the transaction were not disclosed. Mississauga, ON-based Colio Estate Wines Inc. acquired Provincial Beverages of Canada Inc. The financial terms of the transaction were not disclosed. Provincial Beverages of Canada, based in Nobleton, ON, produces, imports and distributes alcoholic beverages in Canada. The company provides beers, lagers, pilsners and ciders through stores, restaurants and pubs. Toronto, ON-based McCain Foods Limited agreed to acquire a majority stake in Ad van Geloven BV from TowerBrook Capital Partners L.P. The financial terms of the transaction were not disclosed. 2 | Food and Beverage Recap First quarter 2016 The Fresh Market, Inc., based in Greensboro, NC, operates as a specialty grocer retailer in the United States. The company operates 168 stores in 27 states across the nation dedicated to providing the freshest and best local ingredients. • Boise, ID-based Albertsons, LLC entered into a purchase agreement to acquire 29 core stores from Haggen, Inc. for approximately US$106 million. • Haggen Inc. operates food and pharmacy stores in the United States. Albertsons will keep 15 of these 29 stores under the Haggen banner which they purchased out of bankruptcy. • Rosemont, IL-based US Foods, Inc. agreed to acquire the assets of Cara Donna Provision Co, Inc. The financial terms of the transaction were not disclosed. • Cara Donna Provision Co, Inc., based in Braintree, MA, distributes and wholesales food products. The company offers products in most major food categories including appetizers, bread products, proteins and dry snack foods. • Houston, TX-based Sysco Corporation acquired North Star Seafood, LLC. The financial terms of the transaction were not disclosed. Vaughan, ON-based Cara Operations Limited entered into a definitive agreement to acquire Groupe St-Hubert Inc. for approximately CA$540 million. The transaction represents an enterprise value of approximately 12 times EBITDA. Societe Des Produits Marnier produces, distributes and sells liquors around the world. They are best known for their flagship brand Grand Marnier which is an orangeflavoured cognac. • • D istrib utio n R estauran ts Sesto San Giovanni, Italy-based Davide Campari – Milano SpA made a tender offer to acquire a majority stake in Societe Des Produits Marnier Lapostolle Societe Anonyme for approximately €362 million. The transaction represents an enterprise value of approximately 22.4 times EBITDA. Fro z en f o o d s New York, NY-based Apollo Global Management entered into a definitive agreement to acquire The Fresh Market, Inc. for approximately US$1.3 billion. The transaction represents an enterprise value of approximately 6.9 times EBITDA. Haddon House Food Products, Inc., based in Medford, NJ, imports, exports and distributes dry, refrigerated, and frozen gourmet and specialty foods, confections, ethnic specialities and natural/organic products to retailers in the United States and internationally. Metarie, LA-based Sazerac Company, Inc. entered into an agreement to acquire the Southern Comfort and Tuaca brands from Brown-Forman Corporation for approximately US$544 million. The transaction represents an enterprise value of approximately 4.7 times net sales. • • Providence, RI-based United Natural Foods, Inc. entered into a definitive agreement to acquire Haddon House Food Products, Inc. for approximately US$220 million. The transaction represents an enterprise value of approximately 11 times EBITDA. A l c o h o l ic b ev erag es • R etail N atural Fo o d s D istrib utio n • American Fruits and Flavors, based in Pacoima, CA, manufactures and distributes fruit-based products and fruit concentrates worldwide. It also engages in supplying flavours to food and beverage manufacturers, processing fruit juices and concentrates and producing blends of fruit and flavour combinations. • for business and special event use. If offers business, wedding and individual personalized gifts in addition to seasonal and holiday chocolate. • L.B. Maple Treat, based in Granby, QC, produces and distributes maple syrup. It also produces maple syrup products including cookies, candies, biscuits, pancake mixes, coffee and other maple based confectionary products. North Star Seafood, LLC, based in Pompano Beach, FL, is a wholesale distribution company that imports and exports seafood including fin fishes, crabs, lobsters, Asian specialty products, shrimps, hors d’oeuvres, scallops, fresh shellfishes, squid and octopus, smoked seafood and kosher meals. (continued on back page) Vancouver, BC-based Tricor Pacific Founders Capital acquired Totally Chocolate Inc. from Jeff Robinson. The financial terms of the transaction were not disclosed. Totally Chocolate Inc., based in Blaine, Washington, produces custom chocolate Data source: Capital IQ Inc., Post News Releases E rn st & Y o un g O ren d a f o o d an d b ev erag e in d ex Ernst v & al Young Beverage E n terp rise ue Orenda tren d Food sTrends b and y bysec to rIndex - Enterp Sector rise Value 15x Ernst & Young Orenda food and beverage index Our food and beverage index consists of the following publicly traded companies: 14x 13x U S f ood and b everage com pani es EV/ EBITD A 12x 11x Fo o d p ro c essin g 10x 9x 8x 7x Food Processing Beverages Grocery & Convenience Retail 1Q 16 4Q 15 3Q 15 2Q 15 1Q 15 4Q 14 3Q 14 2Q 14 1Q 14 4Q 13 3Q 13 2Q 13 1Q 13 4Q 12 3Q 12 2Q 12 1Q 12 4Q 11 3Q 11 2Q 11 1Q 11 4Q 10 3Q 10 2Q 10 1Q 10 6x 5x Restaurant & Foodservice E rn st & Y o un g O ren d a f o o d an d b ev erag e in d ex E n terp rise alYoung ue tren d Food s b y andc o Beverage un try Index - Enterp Ernstv & Orenda Trends by C ountry rise Value 12x EV/ EBITD A 11x TSN KHC MDLZ GIS CAG DF CPB MKC HRL HSY K KO PEP STZ G ro c ery an d c o n v en ien c e retail SuperValu Inc. SVU Kroger Co. KR Whole Foods Market, Inc. WFM 10x 9 x R estauran t an d f o o d serv ic e Starbucks Corporation SBUX McDonald’s Corp. MCD Jack in the Box Inc. JACK Yum! Brands, Inc. YUM Darden Restaurants, Inc. DRI Brinker International, Inc. EAT Dine Equity Inc. DIN 8 x C anad ian F ood C omp anies 1Q 16 4Q 15 3Q 15 2Q 15 1Q 15 4Q 14 3Q 14 2Q 14 1Q 14 4Q 13 3Q 13 2Q 13 1Q 13 4Q 12 3Q 12 2Q 12 1Q 12 4Q 11 3Q 11 2Q 11 1Q 11 4Q 10 3Q 10 2Q 10 1Q 10 7 x U S F ood C omp anies E rn st & Y o un g O ren d a f o o d an d b ev erag e in d ex N o rth A m Ernst eric& Young an tran sacFood tio and n Beverage v o l um Index e an - North d siz American e Orenda 400 $45,000 350 $40,000 $35,000 300 $30,000 250 $25,000 200 $20,000 150 $15,000 100 $10,000 50 $5,000 1 Q1 16 Q4 15 Q3 15 Q2 15 Q1 15 Q4 14 Q3 14 Q2 14 Q1 14 Q4 13 Q3 13 Q2 13 Q1 13 Q4 12 Q3 12 Q2 12 Q1 12 Q4 11 Q3 11 Q2 11 Q1 11 Q4 10 Q3 10 Q2 10 Q1 10 1 0 Aggregate Transaction Value ($US million) Transaction Volume and Size Number of Transactions Tyson Foods The Kraft Heinz Company Mondelez International, Inc. General Mills, Inc. ConAgra Foods, Inc. Dean Foods Company Campbell Soup Company McCormick & Company, Incorporated Hormel Foods Corporation The Hershey Company Kellogg Company B ev erag es The Coca-Cola Company Pepsico, Inc. Constellation Brands Inc. 13x 6x T i ck er s y m b ol $- Q1 2015 figure exludes Heinz's acquisi on of Kra Foods Inc. ($62B) for presenta on purposes. Number of Transactions Aggregate Transaction Value Note: The indices used in this newsletter have been compiled by Ernst & Young Orenda Corporate Finance Inc. solely for illustrative purposes. The companies chosen are publicly traded companies that are commonly used for industry composites to show stock performances within a sector. The indices do not include all public companies that could be categorized within each sector, and were not created as benchmarks, nor should they imply benchmarking or recommendations for a particular stock and/or sector. C anadi an f ood and b everage com pani es T i ck er s y m b ol Fo o d p ro c essin g Maple Leaf Foods Inc. George Weston Limited Saputo Inc. High Liner Foods Inc. MFI WN SAP HLF B ev erag es Molson Coors Brewing Company Cott Corporation Lassonde Industries Inc. Andrew Peller Limited Corby Spirit & Wine Limited TAP BCB LAS.A ADW.A CSW.A G ro c ery an d c o n v en ien c e retail Loblaw Companies L Metro Inc. MRU.A Alimentation Couche-Tard Inc. ATD.B Charts: Ernst & Young Orenda Corporate Finance Inc. Data source: Capital IQ, Inc., Bloomberg Food and Beverage Recap First quarter 2016 | 3 P ro tein • Berkeley, CA-based Annie’s, Inc. acquired EPIC Provisions LLC. The financial terms of the transaction were not disclosed. EPIC Provisions LLC, based in Austin, TX, manufactures and sells meatbased protein bars in the United States. It offers beef, bison, lamb, turkey and liver savory bars, and fruit and nut bars. • C an ad ian Fo o d an d B ev erag e L ead er Stephen Dewis Toronto, Ontario +1 416 943 2063 stephen.dewis@ca.ey.com Richmond, BC-based Premium Brands Holding Corporation entered into a definitive agreement to acquire substantially all of the assets of C&C Packing Inc. from the Cons family for approximately CA$146 million. The transaction represents an enterprise value of approximately 0.6 times revenue. C&C Packing Inc., based in Saint-Leonard, QC, engages in purchasing, processing, and supplying meat products in Canada and the North Eastern United States. The company offers beef, pork, lamb, veal, poultry, turkey and other meat products. • Shawnee Mission, KS-based Seaboard Foods LLC entered into an asset purchase agreement to acquire certain assets of Christensen Farms and Feedlots, Inc. for approximately US$71 million. Seaboard Foods LLC acquired a portion of Christensen Farms & Feedlot Inc.’s hog inventory, a feed mill, truck washes and certain hog farms in Colorado. • Lyn, ON-based Burnbrae Farms Limited entered into an agreement to acquire the assets of Michael Foods Canada from Post Holdings. The financial terms of the transactions were not disclosed. Michael Foods, based in Minnetonka, MN, offers organic and cage free eggs as well as other egg based products. E Y | Assurance | Tax | Transactions | Advisory A b o ut E Y EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. 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Any inquiries regarding transactional services by US persons should be directed to Ernst & Young Corporate Finance (Canada) Inc. through one of the contacts identified at the end of this document. © 2016 Ernst & Young Orenda Corporate Finance Inc. © 2016 Ernst & Young Corporate Finance (Canada) Inc. 1905883 ED None The information and opinion within this document has been derived from various sources of research including but not limited to Capital IQ, Loblaw Companies Limited Press Releases, Post News Releases Legalweek, RBC Economics, Bloomberg, Just-Food, Canadian Grocer and Hoovers. This publication contains information in summary form, current as of the date of publication, and is intended for general guidance only. It should not be regarded as comprehensive or a substitute for professional advice. Before taking any particular course of action, contact Ernst & Young or another professional advisor to discuss these matters in the context of your particular circumstances. We accept no responsibility for any loss or damage occasioned by your reliance on information contained in this publication. ey . c o m / c a/ c o rp f in an c e Data source: Capital IQ Inc.