Consumer & Retail Industry Insight March 2021 - THE PEAKSTONE GROUP
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Consumer & Retail Industry Insight | March 2021 U.S. Consumer & Retail Industry – M&A Market Overview U.S. Consumer & Retail transaction activity has been strong U.S. Consumer & Retail Transactions by Buyer Type U.S. Consumer & Retail Transaction Multiples 12.4x 12.0x 11.5x 11.1x 10.1x 36 31 43 10.4x 30 9.5x 25 31 26 6.3x 70 70 60 60 58 62 49 1.9x 2.0x 1.4x 1.7x 1.2x 1.1x 1.0x 4 0.9x 9 2014 2015 2016 2017 2018 2019 2020 2021 2014 2015 2016 2017 2018 2019 2020 2021 Strategic Financial EV / EBITDA EV / Revenue Source: Capital IQ Note: Represents transactions above $100 million total transaction value www.peakstone.com 1
Consumer & Retail Industry Insight | March 2021 Peakstone Consumer & Retail Index – Trading Statistics Relative Stock Performance – Group 1 250% Consumer Electronics: 190% 200% S&P 500: 89% Consumer Services: 68% 150% Automotive and Components: 46% Apparel, Accessories and Luxury: 19% 100% 50% Peakstone Apparel & Accessories Index VFC, UAA, HBI, PVH, RL 0% Peakstone Automotive Index F, GM, GT, BWA, LEA Peakstone Consumer Electronics Index -50% UEIC, AAPL, A005930, MSFT, HPQ Peakstone Consumer Services Index MCD, HLT, CCL, YUM, ARMK -100% Source: Capital IQ, data as of March 2021 www.peakstone.com 2
Consumer & Retail Industry Insight | March 2021 Peakstone Consumer & Retail Index – Trading Statistics Comparable Valuation Trends – Enterprise Value / EBITDA – Group 1 30.0x Consumer Services: 25.0x S&P 500: 17.6x 25.0x Automotive and Components: 11.5x Apparel, Accessories and Luxury: 11.4x 20.0x Consumer Electronics: 10.8x 15.0x Peakstone Apparel & Accessories Index 10.0x VFC, UAA, HBI, PVH, RL Peakstone Automotive Index F, GM, GT, BWA, LEA Peakstone Consumer Electronics Index 5.0x UEIC, AAPL, A005930, MSFT, HPQ Peakstone Consumer Services Index MCD, HLT, CCL, YUM, ARMK 0.0x Source: Capital IQ, data as of March 2021 www.peakstone.com 3
Consumer & Retail Industry Insight | March 2021 Peakstone Consumer & Retail Index – Trading Statistics Relative Stock Performance – Group 2 140% Home Improvement: 99% 120% Footwear: 60% 100% S&P 500: 89% Retailing: 89% 80% Leisure Products: 49% 60% 40% 20% Peakstone Footwear Index 0% NKE, SKX, WWW, DECK Peakstone Home Improvement Index HD, LOW, SHW -20% Peakstone Leisure Products Index HAS, MAT, PII, BC -40% Peakstone Retailing Index AMZN, TGT, LOW, M, WMT, URBN -60% Source: Capital IQ, data as of March 2021 www.peakstone.com 4
Consumer & Retail Industry Insight | March 2021 Peakstone Consumer & Retail Index – Trading Statistics Comparable Valuation Trends – Enterprise Value / EBITDA – Group 2 20.0x S&P 500: 17.6x 18.0x Footwear: 15.3x 16.0x Home Improvement: 14.0x Leisure Products: 11.2x 14.0x Retailing: 11.0x 12.0x 10.0x 8.0x Peakstone Footwear Index 6.0x NKE, SKX, WWW, DECK Peakstone Home Improvement Index HD, LOW, SHW 4.0x Peakstone Leisure Products Index HAS, MAT, PII, BC 2.0x Peakstone Retailing Index AMZN, TGT, LOW, M, WMT, URBN 0.0x Source: Capital IQ, data as of March 2021 www.peakstone.com 5
Consumer & Retail Industry Insight | March 2021 Public Trading Comparables by Sector Selected Public Trading Comparables – Group 1 ($ in millions) Market Enterprise Enterprise Value / Forward Gross EBITDA Company Name Cap Value Revenue EBITDA EBIT P/E Ratio Margin % Margin % Apparel, Accessories and Luxury V.F. Corporation $30,436 $33,881 3.9x 23.4x 53.6x 29.0x 54% 10% PVH Corp. $7,078 $11,024 1.4x 11.4x NM 21.8x 54% 4% Hanesbrands Inc. $6,435 $10,037 1.5x 8.6x 12.7x 11.7x 38% 14% Under Armour, Inc. $9,484 $9,973 2.2x 32.5x NM 123.8x 49% 4% Ralph Lauren Corporation $8,845 $9,765 2.2x 10.0x 89.3x 22.8x 65% 8% Apparel, Accessories and Luxury Median $8,845 $10,037 2.2x 11.4x 53.6x 22.8x 54% 8% 0 Automotive and Components Ford Motor Company $47,466 $179,833 1.4x 33.7x NM 10.8x 5% 4% General Motors Company $74,683 $166,464 1.4x 11.5x 18.3x 10.1x 12% 11% BorgWarner Inc. $11,117 $13,769 1.4x 8.6x 14.0x 11.7x 19% 15% Lear Corporation $9,965 $11,617 0.7x 8.7x 18.7x 12.2x 7% 7% The Goodyear Tire & Rubber Company $4,248 $9,762 0.8x 12.1x NM 23.4x 17% 4% Automotive and Components Median $11,117 $13,769 1.4x 11.5x 18.3x 11.7x 12% 7% 0 Consumer Electronics Apple Inc. $2,016,754 $1,933,226 6.6x 22.7x 26.0x 27.7x 39% 29% Microsoft Corporation $1,710,047 $1,660,840 10.8x 22.5x 27.6x 30.2x 68% 47% Samsung Electronics Co., Ltd. $490,679 $405,213 1.9x 6.9x 12.5x 15.4x 39% 27% HP Inc. $34,992 $37,009 0.6x 7.4x 8.8x 9.5x 19% 9% Universal Electronics Inc. $808 $784 1.3x 10.8x 20.9x 14.1x 29% 11% Consumer Electronics Median $490,679 $405,213 1.9x 10.8x 20.9x 15.4x 39% 27% 0 Consumer Services McDonald's Corporation $152,723 $200,737 10.5x 19.7x 28.8x 24.5x 51% 45% Carnival Corporation & plc $30,493 $49,370 8.8x NM NM NM 15% -48% Yum! Brands, Inc. $31,077 $42,147 7.5x 21.2x 23.9x 25.9x 48% 34% Hilton Worldwide Holdings Inc. $33,513 $42,009 26.3x 83.0x NM 61.5x 61% 24% Aramark $10,319 $17,877 1.6x 28.7x NM 100.3x 10% 1% Consumer Services Median $31,077 $42,147 8.8x 25.0x 26.3x 43.7x 48% 24% Source: Capital IQ, data as of March 2021 www.peakstone.com 6
Consumer & Retail Industry Insight | March 2021 Public Trading Comparables by Sector (continued) Selected Public Trading Comparables – Group 2 ($ in millions) Market Enterprise Enterprise Value / Forward Gross EBITDA Company Name Cap Value Revenue EBITDA EBIT P/E Ratio Margin % Margin % Footwear NIKE, Inc. $208,160 $209,153 5.5x 33.9x 54.0x 38.7x 43% 13% Deckers Outdoor Corporation $8,744 $7,853 3.3x 13.1x 16.7x 22.2x 54% 22% Skechers U.S.A., Inc. $5,799 $6,576 1.4x 11.6x 43.0x 20.0x 48% 6% Wolverine World Wide, Inc. $2,877 $3,428 1.9x 17.5x 28.4x 17.3x 41% 9% Footwear Median $7,271 $7,214 2.6x 15.3x 35.7x 21.1x 45% 11% 0 Home Improvement The Home Depot, Inc. $270,151 $305,678 2.3x 14.0x 16.7x 20.3x 34% 16% Lowe's Companies, Inc. $112,671 $133,686 1.5x 11.2x 13.9x 16.5x 33% 13% The Sherwin-Williams Company $58,775 $68,662 3.7x 17.1x 24.0x 24.9x 47% 19% Home Improvement Median $112,671 $133,686 2.3x 14.0x 16.7x 20.3x 34% 16% 0 Leisure Products Hasbro, Inc. $12,669 $16,664 3.0x 15.1x 22.2x 21.3x 51% 18% Mattel, Inc. $6,984 $9,407 2.1x 12.5x 22.6x 27.7x 49% 13% Polaris Inc. $7,592 $8,553 1.2x 9.6x 14.5x 14.1x 25% 12% Brunswick Corporation $6,903 $7,367 1.7x 9.9x 13.4x 14.2x 29% 16% Leisure Products Median $7,288 $8,980 1.9x 11.2x 18.3x 17.8x 39% 15% 0 Retailing Amazon.com, Inc. $1,499,399 $1,516,232 3.9x 27.9x 66.2x 63.8x 40% 12% Walmart Inc. $360,819 $412,557 0.7x 11.0x 18.0x 23.3x 25% 6% Target Corporation $85,059 $91,657 1.0x 9.9x 14.0x 20.1x 29% 10% Macy's, Inc. $4,701 $11,066 0.6x 23.0x NM 23.4x 32% 0% Urban Outfitters, Inc. $3,446 $4,081 1.2x 10.2x 209.6x 21.9x 25% 4% Retailing Median $85,059 $91,657 1.0x 11.0x 42.1x 23.3x 29% 6% 0 Total Consumer and Retail Median $21,553 $25,879 1.8x 12.5x 21.6x 21.9x 39% 12% Source: Capital IQ, data as of March 2021 www.peakstone.com 7
Consumer & Retail Industry Insight | March 2021 Selected Consumer & Retail Industry Transactions Selected Consumer and Retail Transactions Transaction Date Target / Issuer Size ($mm) Buyers / Investors EV / EBITDA Transaction Comments Apollo Global Management, Inc. (NYSE:APO) entered into a definitive merger The Michaels Companies, Inc. Apollo Global Management, 03/03/2021 $7,420 5.4x agreement to acquire The Michaels Companies, Inc. (NasdaqGS:MIK) (the (NasdaqGS:MIK) Inc. (NYSE:APO) “Company”) for $3.2 billion on March 2, 2021. The Goodyear Tire & Rubber Company (NasdaqGS:GT) entered into a definitive Cooper Tire & Rubber The Goodyear Tire & Rubber 02/22/2021 $3,237 6.3x transaction agreement to acquire Cooper Tire & Rubber Company (NYSE:CTB) for Company (NYSE:CTB) Company (NasdaqGS:GT) $2.8 billion on February 22, 2021. Tractor Supply Company (NasdaqGS:TSCO) entered into an agreement to acquire Tractor Supply Company 02/17/2021 Orscheln Farm and Home LLC $297 - Orscheln Farm and Home LLC for approximately $300 million on February 17, 2021. (NasdaqGS:TSCO) The consideration is paid in cash. JD Sports Fashion plc (LSE:JD.) and DTLR Villa LLC management team entered into a 02/01/2021 DTLR Villa LLC $495 JD Sports Fashion plc (LSE:JD.) - conditional agreement to acquire DTLR Villa LLC from Bruckmann, Rosser, Sherrill & Co. L.L.C. Marriott Vacations Marriott Vacations Worldwide Corporation (NYSE:VAC) entered into an agreement 01/26/2021 Welk Hospitality Group, Inc. $427 Worldwide Corporation - to acquire Welk Hospitality Group, Inc for approximately $430 million on January (NYSE:VAC) 26, 2021. Franchise Group, Inc. (NasdaqGM:FRG) entered into a definitive agreement to Franchise Group, Inc. 01/25/2021 Pet Supplies Plus, LLC $700 - acquire Pet Supplies Plus, LLC from Sentinel Capital Partners, L.L.C. in a transaction (NasdaqGM:FRG) valued at approximately $700 million on January 25, 2021. THG Holdings plc (LSE:THG) agreed to acquire DermStore, LLC from Target 12/29/2020 DermStore, LLC $350 THG Plc (LSE:THG) - Corporation (NYSE:TGT) for $350 million on December 29, 2020. The deal is subject to regulatory approval in the United States. Source: Capital IQ www.peakstone.com 8
Consumer & Retail Industry Insight | March 2021 Selected Consumer & Retail Industry Transactions (cont.) Selected Consumer and Retail Transactions Transaction Date Target / Issuer Size ($mm) Buyers / Investors EV / EBITDA Transaction Comments Eastern Band Of Cherokee Indians (EBCI) entered into definitive agreement to Operations of Caesars Eastern Band Of Cherokee 12/24/2020 $250 - acquire Operations of Caesars Southern Indiana for $250 million on December 24, Southern Indiana Indians 2020. The deal value is subject to customary purchase price adjustments. Amer Sports Financial Peloton Interactive, Inc. 12/21/2020 Services Oy/ASP Fitness $420 - Peloton Interactive, Inc. (NasdaqGS:PTON) Limited/Precor Incorporated Sportsman's Warehouse GREAT OUTDOORS GROUP, LLC entered into a definitive agreement to acquire 12/21/2020 Holdings, Inc. $1,102 Great Outdoors Group, LLC 5.7x Sportsman's Warehouse Holdings, Inc. (NasdaqGS:SPWH) for approximately $810 (NasdaqGS:SPWH) million on December 21, 2020. Under the terms of the transaction, 43. Tiffin Motorhomes/Vanleigh/Water Thor Industries, Inc. (NYSE:THO) acquired Tiffin Motorhomes, Inc., Vanleigh RV, Inc., Thor Industries, Inc. 12/18/2020 -Way/Wynne $300 - Water-Way, Inc., Wynne Enterprises, Inc., Tiffin Door Co., Inc., Roma Enterprises, (NYSE:THO) Enterprises/Tiffin Door/Roma Inc., Drive-A-Way of Red Bay, Inc. Enterprises/Drive-A-Way/TVL Genesis Holdings Inc. acquired Shoe Palace, Inc. and Nice Kicks LLC from Mersho Shoe Palace, Inc./Nice Kicks 12/15/2020 $681 Genesis Holdings Inc. - family and others for approximately $680 million on December 14, 2020. Under the LLC transaction, Genesis Holdings Inc. acquired 100% stake in Shoe Palace, Inc. Flutter Entertainment plc (ISE:FLTR) entered into an agreement to acquire an Flutter Entertainment plc 12/03/2020 FanDuel Inc. $4,198 - additional 37.2% stake in FanDuel Inc. from Fastball Holdings LLC for $4.2 billion on (ISE:FLTR) December 3, 2020. Cards Parent LP entered into definitive agreement to acquire Collectors Universe, Inc. (NasdaqGM:CLCT) from Alta Fox Capital Management LLC and others for 11/30/2020 Collectors Universe, Inc. $871 Cards Parent LP 26.8x approximately $700 million on November 30, 2020. The consideration paid will be $75. Source: Capital IQ www.peakstone.com 9
Consumer & Retail Industry Insight | March 2021 Selected Consumer & Retail Industry Transactions (cont.) Selected Consumer and Retail Transactions Transaction Date Target / Issuer Size ($mm) Buyers / Investors EV / EBITDA Transaction Comments Premium Apparel LLC entered into an asset purchase agreement to acquire brand Brand Assets of Ascena Retail 11/26/2020 $540 Premium Apparel, LLC - assets from Ascena Retail Group, Inc. (OTCPK:ASNA.Q) for approximately $540 Group, Inc. million on November 26, 2020. HelloFresh SE (XTRA:HFG) entered into an agreement to acquire Factor75, LLC for 11/23/2020 Factor75, LLC $277 HelloFresh SE (XTRA:HFG) - $277 million on November 23, 2020. De'Longhi Appliances S.r.l reached a definitive agreement to acquire Capital Brands, 11/23/2020 Capital Brands, LLC $420 De'Longhi Appliances S.r.l - LLC from Centre Lane Partners, LLC for approximately $420 million on November 23, 2020. ACCO Brands USA LLC entered into a definitive agreement to acquire PowerA from 11/10/2020 PowerA $395 ACCO Brands USA LLC - Bensussen Deutsch & Associates, Inc. for approximately $400 million on November 10, 2020. V.F. Corporation (NYSE:VFC) entered into an agreement to acquire Supreme Holdings, Inc. for a group of shareholders for an enterprise value of $2.4 billion on 11/09/2020 Supreme Holdings, Inc. $2,400 V.F. Corporation (NYSE:VFC) - November 8, 2020. V.F. Corporation agreed to pay an aggregate base purchase price of $2. Wend American Group LLC and Hut American Group LLC entered into a stalking Substantially All Assets of NPC Wend American Group LLC; 11/06/2020 $816 - horse asset purchase agreement to acquire Substantially All Assets of NPC International, Inc. Hut American Group LLC International, Inc. for approximately $820 million on November 5, 2020. Arrow Holdings S.A.R.L. entered into bid to acquire remaining 36.7% interest in Target Hospitality Corp. Target Hospitality Corp. (NasdaqCM:TH) for $58.5 million on November 4, 2020. In 11/05/2020 $456 Arrow Holdings S.à r.l. 6.0x (NasdaqCM:TH) consideration, Arrow Holdings S.A.R.L. will pay a cash consideration of $1.50 per share. Source: Capital IQ www.peakstone.com 10
Consumer & Retail Industry Insight | March 2021 Selected Consumer & Retail Industry Transactions (cont.) Selected Consumer and Retail Transactions Transaction Date Target / Issuer Size ($mm) Buyers / Investors EV / EBITDA Transaction Comments Nestlé USA, Inc. acquired the remaining approximately 84% stake in Freshly, Inc. on 10/30/2020 Freshly, Inc. $1,500 Nestlé USA, Inc. - October 30, 2020. The deal values Freshly at $950 million, with potential earnouts up to $550 million contingent to the successful growth of the business. Inspire Brands, Inc. entered into a definitive merger agreement to acquire Dunkin' 10/30/2020 Dunkin' Brands Group, Inc. $12,364 Inspire Brands, Inc. 21.0x Brands Group, Inc. (NasdaqGS:DNKN) for $8.8 billion on October 30, 2020. Under the terms of the tender offer, Inspire Brands, will pay $106.5 per share in cash. American Public Education, Inc. (NasdaqGS:APEI) entered into a definitive American Public Education, agreement to acquire Rasmussen College, Inc from Renovus Capital Partners II LP, 10/29/2020 Rasmussen College, Inc. $329 7.7x Inc. (NasdaqGS:APEI) fund managed by Renovus Capital Partners for approximately $330 million on October 28, 2020. Kainos Capital LP entered into stock purchase agreement to acquire Nutrisystem, 10/19/2020 Nutrisystem, Inc. $575 Kainos Capital LP - Inc. from Tivity Health, Inc. (NasdaqGS:TVTY) for approximately $580 million on October 18, 2020. The consideration is subject to customary adjustments. Sun Communities Operating Limited Partnership entered into a definitive merger Sun Communities Operating 09/29/2020 Safe Harbor Marinas, LLC $2,133 - agreement to acquire Safe Harbor Marinas, LLC for $2.1 billion on September 29, Limited Partnership 2020. The total consideration of approximately $2. Compass Diversified (NYSE:CODI), management and two shareholders of Boa Compass Diversified 09/22/2020 Boa Technology Inc. $454 15.1x Technology Inc. entered into a definitive agreement to acquire Boa Technology Inc. (NYSE:CODI) from management and two shareholders of Boa Technology Inc. Scientific Games Corporation Caledonia (Private) A group of institutional investors led by Caledonia (Private) Investments Pty Limited 09/14/2020 $925 13.7x (NasdaqGS:SGMS) Investments Pty Limited entered into a stock purchase agreement to acquire 34. Source: Capital IQ www.peakstone.com 11
Consumer & Retail Industry Insight | March 2021 Selected Consumer & Retail Industry Transactions (cont.) Selected Consumer and Retail Transactions Transaction Date Target / Issuer Size ($mm) Buyers / Investors EV / EBITDA Transaction Comments Adtalem Global Education Inc. (NYSE:ATGE) entered into a membership interest Adtalem Global Education Inc. 09/11/2020 Walden e-Learning, LLC $1,480 8.4x purchase agreement to acquire Walden e-Learning, Inc. from Laureate Education, (NYSE:ATGE) Inc. (NasdaqGS:LAUR) for $1.5 billion on September 11, 2020. Simon Property Group, Inc. Brookfield Property Partners L.P. (NasdaqGS:BPY) and Simon Property Group, Inc. All Of Retail And Operating (NYSE:SPG); Brookfield (NYSE:SPG) entered into letter of intent to acquire all of retail and operating assets 09/09/2020 Assets Of J. C. Penney $1,192 - Property Partners L.P. of J. C. Penney Company, Inc. (OTCPK:JCPN.Q) for $800 million on September 9, Company, Inc. (NasdaqGS:BPY) 2020. ServiceMaster Brands Roark Capital Group entered into a purchase agreement to acquire ServiceMaster 09/02/2020 Businesses of ServiceMaster $1,553 Roark Capital Group - Brands business of ServiceMaster Global Holdings, Inc. (NYSE:SERV) for $1.6 billion Global Holdings, Inc. on September 1, 2020. Diageo plc (LSE:DGE) signed an agreement to acquire Davos Brands LLC from Fairfax 08/17/2020 Davos Brands LLC $610 Diageo plc (LSE:DGE) - Financial Holdings Limited (TSX:FFH) and others for approximately $610 million on August 15, 2020. 7-Eleven, Inc. entered into an agreement to acquire Speedway LLC from MPC Investment LLC, Tesoro Refining & Marketing Company LLC, Western Refining 08/02/2020 Speedway LLC $21,000 7-Eleven, Inc. 14.0x Southwest, Inc., Northern Tier Retail Holdings LLC and Andeavor LLC for $21 billion on August 2, 2020. First Brands Group, LLC acquired Brake Parts Inc. from Torque Capital Group LLC 07/31/2020 Brake Parts Inc. $510 First Brands Group, LLC - and others for $510 million on July 31, 2020. In a related transaction, First Brands Group, LLC acquired Champion Laboratories Inc. on July 31, 2020. Substantially All The Global SPARC Group LLC and Authentic Brands Group LLC entered into an asset purchase Authentic Brands Group LLC; 07/23/2020 Business Operations of $325 - agreement to acquire substantially all the global business operations of Brooks SPARC Group LLC Brooks Brothers Group, Inc. Brothers Group, Inc. for approximately $330 million on July 23, 2020. Source: Capital IQ www.peakstone.com 12
Consumer & Retail Industry Insight | March 2021 Peakstone Momentum Buffalo Group M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor Strategic Investor & Financial Investor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor M&A Advisor www.peakstone.com 13
Consumer & Retail Industry Insight | March 2021 Contact Us About Peakstone Peakstone is an investment bank that specializes in mergers and acquisitions advisory and capital raising for middle market clients. Our team is comprised of senior investment banking professionals who have decades of experience and have executed hundreds of transactions totaling billions of dollars. For additional information, visit www.peakstone.com. Contact Alex Fridman Gerald Bobal Managing Director Senior Analyst alex@peakstone.com gbobal@peakstone.com 312-346-7303 312-346-7352 www.peakstone.com 14
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