Q2 2015 Beauty Care M&A Report Beauty Care M&A Heats Up This Summer 11755 Wilshire Blvd., Suite 2200, Los Angeles, CA 90025 ● T 310.478.9000 ● F 310.478.9004 ● IntrepidIB.com Beauty Care M&A Heats Up This Summer Q2 2015 M&A activity in the Beauty Care sector ramped up in the second quarter of 2015 with 22 deals. This is the highest number recorded in the past three years, pushing the total to 41 for the first half of 2015, 14% over the same period in 2014. Intrepid anticipates continued strength in beauty care M&A in the second half of 2015. Q2’15 beauty care M&A highlights include: • Deal volume in Q2’15 rose more than 45% from Q2'14 and 15% from Q1'15. • Intrepid continued its success in the sector announcing its advisory role in two high profile deals: the sale of Too Faced Cosmetics to General Atlantic and the sale of Chatters Canada to ONCAP. • Unilever flexed its M&A muscles with three acquisitions of premium skin care brands in the quarter and four over the past five months. • P&G delivered on its promise to shed non-core beauty brands with the announced sale of 43 brands to Coty and the sale of the Frédéric Fekkai luxury hair care brand. • Private equity groups continued to stay active on the beauty care front with M&A activity from both Tengram Capital Partners and Yellow Wood Partners. Steve Davis, Managing Director, Head of Beauty & Personal Care, SDavis@IntrepidIB.com Recently Closed Transactions Too Faced Cosmetics Acquired by General Atlantic – Too Faced Cosmetics, a portfolio company of Weston Presidio, sold a majority stake of the company to private equity firm General Atlantic. Too Faced is a leading independent prestige cosmetics company specializing in high-quality and innovative make-up products sold worldwide through beauty retailers, home shopping networks, and the company’s own Website. Founded in 1998 by Jerrod Blandino and Jeremy Johnson, Too Faced inspires confidence and encourages women to “own your pretty.” The Too Faced founders and senior management team will retain significant ownership in the company. Intrepid acted as an advisor to Too Faced on the transaction. Chatters Partners with ONCAP to Accelerate Growth – Chatters Canada, the largest retailer of professional hair care products in Canada and one of the largest hair salon operators in the country, was acquired by ONCAP, the middle-market private equity platform of Onex Corp., in partnership with the existing management team. Founded in 1990 in Red Deer, Alberta, Chatters operates more than 100 stores spanning eight provinces. The Chatters model combines a unique balance of retail sales and salon services revenue under one roof, resulting in a differentiated and powerful one-stop professional beauty care format. Intrepid served as exclusive financial advisor to Chatters on the transaction. Unilever Makes Major Push into Premium Skin Care – Over the past five months, Unilever has acquired four premium skin care brands: Murad, Dermalogica, Kate Somerville and REN Skincare. Based in Los Angeles, Murad is a leading clinical skin care brand sold through specialty retailers, department stores, pharmacies, spas and salons in over 42 countries. Dermalogica, also based in Los Angeles, is a professional skin care brand offering a range of products for both in-home and for professional skin therapists in more than 80 countries. Headquartered in Beverly Hills, Kate Sommerville markets a range of prestige skin care, body and sun care products. Based in the U.K., REN Skincare is a natural, premium skin care brand sold predominantly through pharmacies and specialty stores. All of these brands will be incorporated into Unilever’s Prestige division, which is exclusively dedicated to premium personal care brands. Unilever's Personal Care business recorded $5.4 billion in sales in the Q1’15, accounting for 37% of the company's total sales. Advent Scraps Douglas IPO for Sale to CVC Capital – Days after the German cosmetics and perfume retailer Douglas AV opted to list on the Frankfurt stock exchange, Advent International agreed to sell Douglas to CVC Capital Partners. Founded in Hamburg in 1821, Douglas is the largest specialist beauty retailer in Europe with more than 1,700 stores in 19 countries and with market leading positions in 11 countries and pro forma annual sales of EUR2.5 billion. According to industry sources, the transaction values Douglas at roughly US$3.1 billion, representing a revenue multiple of 1x and an EBITDA multiple of over 12x. The Kreke Family will maintain a 15% stake in the company, and Henning Kreke will continue to serve as CEO. The transaction is subject to regulatory approval. Coty Selected to Purchase Procter & Gamble Beauty Care Brands – As part of P&G’s plan to focus on fewer, higher growth and core brands, P&G agreed to sell 43 beauty brands to Coty in a deal valued at an estimated $12.5 billion. The 43 brands generated sales of $5.9 billion and adjusted income of $1.15 billion, implying a revenue multiple of over 2x and an earnings multiple of over 10x. The acquisition will include Wella, Clairol and Sebastian hair care brands; Cover Girl and Max Factor color cosmetics brands; and Gucci and Hugo Boss fragrance brands. P&G will retain certain core beauty and personal care brands including Head & Shoulders, Herbal Essences, Aussie, Gillette and Olay. Post transaction, P&G shareholders will own 52% of the combined business, while Coty's existing shareholders will own 48%, with Coty shareholder JAB Holdings owning a third of the combined entity. The transaction is expected to close in the second half of 2016. 11755 Wilshire Blvd., Suite 2200, Los Angeles, CA 90025 ● T 310.478.9000 ● F 310.478.9004 ● IntrepidIB.com Recently Closed Transactions (Cont.) Proctor & Gamble Divests Frédéric Fekkai – Designer Parfums CEO and LUXE Brands Founder and CEO formed a joint venture to acquire the Frédéric Fekkai luxury hair care brand and salons from Procter & Gamble. According to industry sources, Proctor & Gamble acquired the brand from Catterton Partners in 2008 for an estimated $440 million, but sold the business in June 2014 for a fraction of that price. Designer Parfums also purchased the skin care brand DDF Skincare from Proctor & Gamble in 2014. Tengram Capital Invests in This Works – Tengram Capital Partners has partnered with This Works Products Ltd., a natural beauty brand that develops and markets aromatherapeutic beauty products across the body care, skin care and sleep categories, including a dedicated range of products created to address beauty through improving sleep. The company sells through a diverse set of health and wellness, specialty beauty and third-party ecommerce retailers and through its own Website. In conjunction with the Tengram investment, the company plans to drive growth in its core U.K. market and to launch the brand in the U.S. market. TPR Holdings Acquired Mallygirl – Beauty Visions LLC, an affiliate of TPR Holdings, announced the acquisition of Mallygirl, LLC out of bankruptcy. Founded by makeup artist Molly Roncal, Mallygirl is a popular color cosmetics brand sold primarily on QVC, in Ulta and online. The acquisition will enable Mallygirl to emerge from bankruptcy and position the brand for rapid growth. TPR Holdings owns and operates other well-known beauty brands such as Cargo, Oscar Blandi, Freeze 24/7 and Zirh Men’s Skincare. PDC Acquired Bodycology and Cantu – PDC Brands announced the acquisition of specialty bath brand Bodycology and multi-cultural hair care brand Cantu from Advanced Beauty Inc. Backed by private equity firm Yellow Wood Partners, PDC Brands is a provider of beauty, personal care and wellness brands, including Body Fantasies, BOD Man, Dr. Teal’s and Calgon, with a focus on the mass market. PDC Brands purchased the Dr. Teal’s brand from Advanced Beauty in 2014. According to industry sources, PDC sales are estimated at $400 million. Industry News Ulta Increases Growth Plan – Ulta Salon, Cosmetics & Fragrance reported 22.2% second quarter sales growth and has plans to accelerate its expansion strategy. The beauty and fragrance retailer seeks to expand eCommerce to 10% of sales (up from a current 4%), increase comparable store sales at a 5% to 7% rate, and open more than 100 doors per year—with the goal to reach over 1,200 doors by 2019 (from approximately 800). L’Oréal Paris Ranked Most Valuable Beauty Brand in 2015 – Brand Finance ranked L’Oréal Paris first in brand value in its list of Top 50 Cosmetics Brands for the second year in a row. L’Oréal received an AAA+ rating, which Brand Finance’s CEO David Hugh explains: “To be an AAA+ brand, the brand has to be excellent across all measures…L’Oréal has pulled off the trick of simultaneously capturing the mass market while maintaining an air of exclusivity.” The brand rating is a benchmark of strength and future potential. Other brands in the top 10 include Gillette, Dove, Pantene, Nivea, Chanel, Estee Lauder, Garnier, Olay and Lancome. Fake Buyout Bid for Avon Leads to SEC Lawsuit – A bid from alleged British investment firm PTG Capital to buy Avon for 3x its equity value turned out to be fraud. The $8.2 billion offer caused Avon’s shares to soar by nearly 20% before typos and inconsistencies in the filing raised suspicion about its legitimacy. An investigation concluded that a 37 year old Bulgarian resident was responsible for the fake takeover bid. Avon later confirmed it had not received an offer from PTG. Millennials Looking for Product Quality and Value in Beauty Products – A Bank of America report found that 80% of millennial women felt “value” and “product quality” were the biggest influences on their purchases of beauty products. Pricier cosmetic brands are losing their millennial audience as these women are choosing easily accessible, affordable products. CoverGirl topped the list of Millennials Top 25 Beauty brands followed by Maybelline, Neutrogena and Clinique. The brands outscored more expensive lines like Chanel and Olay. Slated Coty CEO Reconsiders Role – A week before cosmetics and fragrance maker Coty Inc. expected Elio Leoni Sceti to begin his position as CEO, he “reconsidered and decided not to join Coty.” The company will pay him $1.8 million in severance and $55,000 to buy back his preferred stock. The current interim CEO, Bart Becht, will continue in the role until Coty can reevaluate its business strategy. Kohl’s Expands Prestige Beauty Presence – As of June, Kohl’s outfitted approximately 500 of its 1,164 stores with expanded prestige beauty departments and plans to accelerate the rollout to the majority of doors by early 2016. The Kohl’s beauty department ranges from 500 to 800 sq. ft. with attractive prestige brands, including Bliss, Lorac Cosmetics, Cargo Cosmetics, Pür Minerals and Fekkai hair care. Its growing beauty department will be key for Kohl’s to meet its goal of $2 billion in incremental revenue over the next several years and total revenue of $21 billion by 2017. Estee Lauder Seeks Luxury Users Through Acquisitions – Estee Lauder is seeking acquisitions to help expand the brand's presence in key market segments. By targeting more brands in the luxury beauty segment, the company aims to capture a bigger share of the ultra-prestige consumer market and utilize its advanced R&D to further the brand's global influence. Estee Lauder aims to generate at least 1% of total sales growth over the next three years through acquisitions. 11755 Wilshire Blvd., Suite 2200, Los Angeles, CA 90025 ● T 310.478.9000 ● F 310.478.9004 ● IntrepidIB.com Publicly Traded Companies (USD Millions) Last Twelve Months Company Revenue Growth Enterprise Value / LTM Enterprise Value Market Cap Revenue Gross Profit EBITDA 1-year 3-year Revenue EBITDA $4,633 $2,724 $8,462 61.7% 8.7% (12.6%) (8.1%) 0.5x 6.3x $16,517 $18,753 $7,019 62.4% 15.5% 3.8% 3.3% 2.4x 15.1x $14,072 $11,518 $4,417 59.6% 16.6% (3.3%) (1.4%) 3.2x 19.2x $807 $425 $987 41.9% (1.6%) (20.4%) (7.3%) 0.8x NM $32,830 $32,792 $10,981 80.5% 19.5% 3.1% 4.2% 3.0x 15.3x $915 $1,051 $487 51.2% 13.7% 3.2% (10.2%) 1.9x 13.7x $98,596 $97,934 $24,732 71.1% 20.6% 1.8% 1.7% 4.0x 19.4x $3,564 $1,925 $1,910 66.2% 16.3% 16.5% 11.3% 1.9x 11.4x $8,992 $8,940 $6,274 74.7% 8.4% 2.1% 4.9% 1.4x 17.0x Mea n 63.3% 13.1% (0.6%) (0.0%) 2.1x 14.7x Medi a n 62.4% 15.5% 2.1% 0.0% 1.9x 15.2x Five-Year Historical Trading Multiples TEV / EBITDA Multiples TEV / Revenue Multiples 18.0x 2.5x 15.0x 2.0x 12.0x 1.5x 1.0x 9.0x 5-Year Average: 1.5x 5-Year Average: 11.2x 6.0x Jun-10 Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 0.5x Jun-10 Global Beauty Care Equity Price Performance 50% Past Three-Month Equity Price Performance (30%) Jun-14 Jun-15 # of Announced Beauty Care Transactions by Quarter 27.8% 22 21 16 15 20 19 15 4.3% 4.0% Inter Parfums 10 (10%) Jun-13 30 20 10% Jun-12 Global Beauty Care M&A Transactions 38.0% 30% Jun-11 (2.2%) (3.7%) 6 (8.6%) (10.8%) (21.6%) 0 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14 Q1 '15 Q2 '15 Note: Indices calculated using a median equally-weighted basis; All data sourced from S&P Capital IQ as of 6/30/2015. 11755 Wilshire Blvd., Suite 2200, Los Angeles, CA 90025 ● T 310.478.9000 ● F 310.478.9004 ● IntrepidIB.com Beauty & Personal Care Practice Cosmetics Hair Care Skin Care Professional Products Natural Products Fragrances Body Care Equipment / Tools Select Transactions dba and its subsidiaries has been acquired by a portfolio company of has been acquired by a portfolio company of has received a growth equity investment from has been acquired by A subsidiary of has been acquired by in partnership with the existing management team * * in partnership with Chief Executive Officer David Berglass Continental Fragrances, Ltd. dba a portfolio company of has been acquired by has been acquired by has received a growth equity investment from has been recapitalized by has sold a majority stake to owners of in conjunction with Too Faced founders and senior management * * * *Executed by principals of Intrepid while at previous firms. Beauty & Personal Care Team Steve Davis Shahriar Attaie Managing Director SDavis@IntrepidIB.com Vice President SAttaie@IntrepidIB.com About INTREPID Intrepid Investment Bankers is a specialty investment bank that provides M&A, capital raising and strategic advisory services to middle-market companies across various industry sectors. We have a unique culture rooted in our founders’ successful 30-year history of advising entrepreneur and family-owned businesses, financial sponsors and major corporations. We believe that every company has an entrepreneurial passion that drives it and a story that defines it. We deliver unconventional results through our unique ability to tell each client’s story, and drive relentless execution through senior banker immersion in each process. We augment our international capabilities through our membership and active participation in M&A International Inc., an exclusive global alliance of select independent middle-market M&A advisory firms. 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