Acquisition of H J Heinz: Strategic Moves and Investor Influence

REVISED APRIL 25 2019 DAVID P STOWELL AND NICHOLAS KAWAR 14 KEL848 H J Heinz MA In December 2012 Jorge Paulo Lemann a cofounder and partner at investment firm 3G Capital proposed to Warren Buffett that 3G and Berkshire Hathaway acquire H J Heinz Company After negotiating the purchase price Heinz agreed to continue discussing the acquisition Although the food industry was mature 3G and Berkshire Hathaway saw opportunities for Heinz both in expanding into emerging markets and realizing operational efficiencies in production Investment bankers representing both sides agreed that the acquisition was valued fairly But was this in fact a fair deal What could be the future consequences for shareholders management employees and citizens of Pittsburgh where Heinz had long been headquartered Also what was the role of activist investors in bringing Heinz to this deal stage Proxy Fight Six years prior to the acquisition talks in 2006 the market overall was booming companies signaled record profits merger and acquisition MA activity was strong and markets were showing signs of recovery from the dotcom crash of the early 2000s The story was the opposite for Heinz quarterly losses piled up and shareholders demanded immediate changes Pressure for improvement was fierce especially from Nelson Peltz the outspoken activist investor who had recently acquired a 54 percent stake in Heinz through his investment fund Trian Fund Management LP Peltz demanded that the company either be sold or shed noncore assets aggressively repurchase stock and trim the fat that had built up under the watch of William Johnson Heinzs CEO Peltz demanded that he receive five board seats to add real management oversight to the weakening company In June 2006 Heinz announced a massive restructuring that eliminated more than 2700 employees closed fifteen factories and initiated a 1 billion share buy back Heinzs effort to retain control of the company by embarking on this turnaround plan was only partially successful Ultimately Peltz was able to secure two board seats on the twelveperson board The foundation had been paved for a potential sale of the company down the road Market Conditions Following the 20082009 financial crisis that devastated the worldwide economy the US economy revived slowly The GDP growth rate oscillated around 2 percent and many economists predicted a slight GDP rebound to 3 percent As consumer confidence grew there was moderate growth in consumer spending and an increase in inventory Though dissenting opinions existed 2014 2019 by the Kellogg School of Management at Northwestern University This case was prepared by Professor David P Stowell and Nicholas Kawar 14 Cases are developed solely as the basis for class discussion Cases are not intended to serve as endorsements sources of primary data or illustrations of effective or ineffective management To order copies or request permission to reproduce materials call 8005457685 or 6177837600 outside the United States or Canada or email custservhbspharvardedu No part of this publication may be reproduced stored in a retrieval system used in a spreadsheet or transmitted in any form or by any means electronic mechanical photocopying recording or otherwisewithout the permission of Kellogg Case Publishing This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 many economists and economic indicators pointed to the fact that the United States was on the road to recovery Within the food and beverage industry many companies began to see a rebound in consumer purchasing Some executives saw growth opportunities by expanding their customer base to new geographic markets including China Russia India and the Latin America region while others saw growth opportunities by leveraging economies of scale across fixed production lines MA activity increased from lows in 2008 as investors continued to pressure management to divest non core product lines in search of more efficient businesses and to expand growth and margins through acquisitions The Acquisition Jorge Paulo Lemann and Warren Buffett who had known each other for years jointly decided that the Heinz turnaround that was started by Peltz had been successful and there was significant potential for continued global growth 3G informed CEO Johnson that it and Berkshire Hathaway were interested in jointly acquiring Heinz Johnson then presented the investors offer of 7000 per share of outstanding common stock to the Heinz board At a meeting on January 15 2013 the board appointed a transaction committee and voted to retain Centerview and Bank of America Merrill Lynch as advisors Heinzs board and advisors discussed the trends that were negatively impacting Heinz including low international GDP growth They also discussed alternatives to a sale including remaining a standalone company or pursuing acquisition by another company in the food and beverage industry After updating its strategic plan and financial projections Heinz informed 3G that without better financial terms it would not continue to discuss the possibility of an acquisition Two days later 3G and Berkshire Hathaway returned with a revised proposal of 7250 per share for a total transaction value of 28 billion including Heinzs outstanding debt A week after the new proposal Heinz agreed to continue discussing the acquisition Following a fortyday goshop period1 permitting Heinz some time to look for other investors Heinz 3G and Berkshire Hathaway agreed to sign the deal on February 13 2013 On that day Bank of America Merrill Lynch and Centerview presented to the Heinz board their opinions that the acquirers offer was fair from a financial perspective The transaction committee of the board also provided its approval of the acquisition after receiving a fairness opinion from Moelis Company allowing execution of a merger agreement and a press release announcing the transaction 1 A goshop is a provision in a merger that allows a target to solicit interest from potential buyers of the company for a limited period of time usually less than two months after signing a definitive agreement with an initial buyer The right to solicit includes the ability to exchange confidential information about the target with a potential buyer based on the completion of a confidentiality agreement If a better offer emerges from the goshop process the target company board is able to exercise a fiduciary out and terminate the merger agreement with the initial buyer This may be subject to payment of a breakup fee KELLOGG SCHOOL OF MANAGEMENT 2 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 KEL848 H J HEINZ MA Key Dates2 121212 Jorge Paulo Lemann partner at 3G Capital proposes to Warren Buffet that Berkshire Hathaway and 3G acquire Heinz Buffet responds positively 121812 William Johnson CEO of Heinz meets with Lemann and Alexandre Behring a managing partner at 3G They discuss the food and beverage industry without proposing an acquisition 11013 Behring tells Johnson that 3G and Berkshire Hathaway are interested in jointly acquiring Heinz Johnson responds that he will inform the Heinz board if Behring will provide a written proposal but that Heinz is not for sale 11413 3G and Berkshire Hathaway provide a nonbinding proposal in which they offer to acquire Heinz at 7000 per share for outstanding common stock 11513 Heinz board meets to discuss the proposed acquisition then appoints a transaction committee and votes to retain advisors Centerview and Bank of America Merrill Lynch 12013 Heinz updates its financial projections and strategic plan 12213 Heinz informs 3G that it will not advance discussions without improved financial terms 12413 3G and Berkshire Hathaway provide a revised nonbinding proposal for 7250 in cash per outstanding common share 13013 Heinz board decides the proposal is an attractive option and allows continued discussions 2113 3G and Berkshire Hathaway send a proposed term sheet to Centerview 2713 New draft term sheet is provided that includes a fortyday goshop period 2813 All parties agree to sign by February 13 21313 Moelis Company presents a fairness opinion to the transaction committee which then recommends to the Heinz board that the company be sold The other advisors present fairness opinions and the board approves the transaction 21413 Heinz 3G and Berkshire Hathaway issue a press release announcing the transaction 33013 Heinz announces that shareholders approved the acquisition 2 Heinz Proxy Statement httpwwwsecgovArchivesedgardata46640000119312513089866d491866dprem14ahtm KELLOGG SCHOOL OF MANAGEMENT 3 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 The History of Heinz The H J Heinz Company was established in 1869 when founder Henry J Heinz began selling bottled horseradish in Sharpsburg Pennsylvania The company was incorporated in 1900 and has been headquartered in Pittsburgh Pennsylvania since then In 1896 Heinz was selling more than sixty products including ketchup allowing the company to adopt the slogan 57 Varieties As one of the first foodprocessing companies in the United States Heinz allowed customers who were used to preparing their own food to buy preprepared and packaged foods such as beans soups pickles and condiments Heinz was first listed on the New York Stock Exchange in 1946 It began acquiring other companies in 1978 starting with Weight Watchers International Heinz had historically placed great emphasis on its headquarters location in Pittsburgh and has demonstrated loyalty to its employees there The Heinz mission statement is As the trusted leader in nutrition and wellness Heinzthe original Pure Food Companyis dedicated to the sustainable health of people the planet and our Company William Johnson Heinzs CEO during the acquisition began working at Heinz in 1982 and became CEO in 2000 when he replaced Tony OReilly the companys first CEO from outside the Heinz family Heinz announced that at the completion of the acquisition Bernardo Hees would become the CEO after transitioning from his previous role as the CEO of Burger King a portfolio company of 3G Product Overview Most consumers associate Heinz with the ubiquitous glass ketchup bottle stamped 57 but Heinz sold hundreds of other products Its range of products included condiments frozen food soups infant nutrition and more Some of its products popular in the United States included Classico pasta sauces Bagel Bites and TGI Fridays frozen appetizers Although many Heinz products were considered staples in the United States 60 percent of the companys sales were generated from markets outside the United States3 Heinz divided its business segments into North America US Foodservice Europe AsiaPacific and the rest of the world Heinz had been able to adapt to different cultural climates in a variety of global markets For example in Italy Heinz was known for the baby food Plasmon and in the United Kingdom Heinz Beans was very popular One challenge of selling products in so many different regions was that Heinzs earnings were sensitive to exchange rate variations Heinzs sales in the rest of the world which principally represented developing countries had expanded rapidly with 1083 percent sales growth in 2012 see Table 14 3 Heinz 2012 10K 4 Ibid KELLOGG SCHOOL OF MANAGEMENT 4 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 KEL848 H J HEINZ MA Table 1 Heinz Sales by Market Segment in billions Market Segment Sales in 2011 Sales in 2012 Europe 325 344 AsiaPacific 232 257 North America 327 324 US Foodservice 141 142 Rest of World 047 098 Source Heinz 2012 10K Growth Opportunities Although the food industry was mature investors had been pleased with Heinzs entrance into the emerging markets even though these markets represented less than 9 percent of the companys revenue5 Competition in emerging markets was disaggregated Traditional competitors had entered at approximately the same pace as Heinz but a clear market leader had not yet been crowned According to some economists the BRIC countries Brazil Russia India and China were expected to overtake the G7 countries United States the United Kingdom France Germany Italy Canada and Japan in economic growth by the year 2027 fueling strong potential growth in product sales Earnings growth for Heinz was expected to be based on the use of improved technology and supply chain management The company planned on investing less in product RD as it focused increasingly on improving production procedures in order to optimize plant capacity utilization and minimize or repurpose waste Raw material providers and distribution channels were expected to continue to consolidate creating costreduction opportunities for the mainstream food producers including Heinz Buyer Overview 3G Capital was an investment firm with offices in New York and Rio de Janeiro 3Gs expertise was in the retail and consumer sector Brazilian cofounders Jorge Paulo Lemann Carlos Alberto Sicupira Marcel Herrmann Telles and Roberto Thompson Motta all acted as board members 3G acquired Burger King in September 2010 for 4 billion and two of 3Gs cofounders were board members of Burger King The firm had previously invested in Jack in the Box and Wendys but sold its shares prior to its acquisition of Burger King Berkshire Hathaway a holding company was established in 1955 by Warren Buffett and was headquartered in Omaha Nebraska Ranking ninth on Forbess list of biggest publicly owned companies Berkshire owned companies in a variety of industries including insurance railroad and retail Berkshires portfolio included several food and beverage companies including Dairy Queen The Pampered Chef and Sees Candies Berkshire Hathaway owned 18 percent of Coca Cola and a portion of Mars Inc 5 Ibid KELLOGG SCHOOL OF MANAGEMENT 5 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Investment Bankers For Buyers J P Morgan Lazard and Wells Fargo were retained by 3G and Berkshire Hathaway to advise on the transaction and to provide fairness opinions For Heinz Bank of America Merrill Lynch Centerview and Moelis Co were retained by the Heinz board to advise on the transaction and to provide fairness opinions Transaction Dynamics Structuring Berkshire and 3G considered various forms of legal ownership ultimately settling on a reverse triangular merger whereby Hawk Acquisition Sub a fully owned holding corp of Hawk Acquisition Holding which was controlled by Berkshire Hathaway and 3G would merge with Heinz Immediately after the merger Hawk Acquisition Sub would be renamed Heinz as the surviving entity This structure helped avoid triggering major change in control and dueonsale clauses embedded within existing Heinz contracts and agreements Termination Fees Heinz agreed to pay a breakup fee of 750 million in cash in the event that the merger agreement was terminated by the company or if the merger was not completed by November 13 2013 or if its shareholders did not approve the merger The buyers agreed to a reverse termination fee of 14 billion to protect shareholders in the event that the buyers failed to complete the transaction Commitment to Pittsburgh When Heinz attempted to acquire Hershey Food Company in the early 2000s the deal fell apart when many Hershey stakeholders expressed concerns about a possible relocation away from Hershey Pennsylvania after Heinz was silent regarding this possibility The Heinz board learned from this experience and considered the impact of potentially transitioning Heinz out of Pittsburgh following sale of the company including the impact on naming rights to the Heinz football stadium During merger negotiations CEO Johnson confirmed that there were no plans to relocate operations outside of the original company headquarters in Pittsburgh Synergies Many MA transactions generate significant value from merger synergies which can vary in size for every transaction The schedule in Table 2 provides an overview of typical synergies for different industries KELLOGG SCHOOL OF MANAGEMENT 6 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 KEL848 H J HEINZ MA Table 2 Median Announced Synergies as a of Target Sales Health care 99 Service 49 Food 32 Finance 86 Construction 44 Retail 30 Chemicals 80 Communications 44 Autos 29 Mining 73 Beer 42 Oil 24 Household 51 Technology 40 Wholesale 20 Average 50 Source Adapted from FactSet and Jens Kengelbach Dennis Utzerath Christoph Kaserer and Sebastian Schatt Boston Consulting Group and Technische Universität München Divide and Conquer How Successful MA Deals Split the Synergies March 2013 httpwwwbcgdedocumentsfile130658pdf In the Heinz transaction both buyers had investments in related business Berkshire Hathaway owned Sees Candies The Pampered Chef Mars Inc and Dairy Queen while 3G Capital owned Burger King Holdings Despite these complimentary portfolio companies the buyers estimated virtually zero synergies in the Heinz acquisition Heinz management and the buyers repeatedly stated that Heinz would continue to operate as an independent portfolio company Acquisition Premium Figure 1 below depicts historical acquisition premiums the acquisition price compared to the target companys share price one day prior to announcement of the acquisition For comparative purposes Heinzs acquisition price was approximately 20 percent above the companys previous day closing share price Figure 1 Historical Acquisition Premiums Source Dealogic 2013 KELLOGG SCHOOL OF MANAGEMENT 7 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Equity Analyst Commentary on the Acquisition The packaged food industry has been ripe for valueenhancing transactionsboth marriages and divorcesfor quite some time To that end H J Heinz announced that it is to be acquired by Berkshire Hathaway and Brazilian privateequity firm 3G Capital in a 28 billion deal 7250 per share Our initial take is that this is a fabulous deal for Heinz shareholders representing a nearly 30 premium to our standalone 56 fair value estimate and a 20 premium to the closing price the day before the announcement We are raising our fair value estimate to the takeout price as we dont anticipate any roadblocks to the deals completion Erin Lash CFA Morningstar Equity Research H J Heinz Company February 14 2013 Apparently Warren Buffett likes ketchup a lot Berkshire Hathaway and 3G announced their acquisition of HNZ for 7250 representing a 20 premium to yesterdays closing price We view this acquisition as a good deal for HNZ shareholders and believe it also has positive valuation implications for the group considering 1 the price paid a rich multiple particularly for a financial transaction 2 that the buyer is Berkshire Hathaway and 3 that Heinzs recent fundamentals minimal EBIT growth in the past 12 months have been challenged Edward Aaron CFA RBC Capital Markets Price Target Revision Comment February 14 2013 Heinz satisfies Berkshires preference for companies with strong brands cash flow discipline and good management There is also potential for a stepup in profit margins three years from now as the company comes to the completion of its information systems overhaul and starts reaping the benefits of the scale it is building in emerging markets This bid has positive implications for valuation across the staples space Low borrowing costs give private equity a lot of firepower and they like companies like these because the strong and consistent cash flows allow for a high degree of financial leverage Campbell Unilever Nestle and Kraft Foods have all been considered potential candidates for a Heinz merger in the past but we would be highly surprised if any one of them tried to top the Berkshire3G bid Cost synergies with Kraft and Campbell in the US would theoretically be significant but not internationally Neither Unilever nor Nestle appear interested strategically We think private equity would have a hard time topping this particular bid given the size of the deal and the financial firepower of Berkshire Robert Moskow Credit Suisse H J Heinz Company Research Report February 14 2013 Competitor Overview Heinz one of the leading food products company in the world competed with companies on multiple fronts Although few competitors offered exactly the same robust line of products the following companies posed continued threats to Heinzs market share KELLOGG SCHOOL OF MANAGEMENT 8 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 KEL848 H J HEINZ MA Campbell Founded in 1922 Campbell Soup Company together with its consolidated subsidiaries produced and marketed convenience food6 The company was headquartered in Camden New Jersey Campbell had eleven operating segments based on product type and geographic location and reports the results of operations in the following segments US Simple Meals Global Baking and Snacking International Simple Meals and Beverages US Beverages and North America Foodservice ConAgra Foods ConAgra Foods Inc was one of North Americas largest packaged food companies7 Its portfolio included consumer brands found in 97 percent of US households The company had the largest private brand packaged food business in North America and a strong commercial and foodservice business Consumers could find recognized brands such as Banquet Chef Boyardee Egg Beaters Healthy Choice Hebrew National Hunts Marie Callenders Odoms Tennessee Pride Orville Redenbachers PAM Peter Pan Reddiwip Slim Jim Snack Pack and many other ConAgra Foods brands and products along with food sold by ConAgra Foods under private brands in grocery convenience mass merchandise club stores and drugstores The company also had a strong commercial foods presence supplying frozen potato and sweet potato products as well as other vegetable spice bakery and grain products to a variety of wellknown restaurants foodservice operators and commercial customers The companys recent acquisitions included Banquet Chef Boyardee PAM Marie Callenders and Alexia Nestlé Nestlé was the worlds numberone food and drinks company in terms of sales Nestlé was also the world leader in coffee Nescafé8 It also made coffee for the homebrewing system Nespresso Nestlé was one of the worlds top bottled water makers Nestlé Waters one of the biggest frozen pizza makers DiGiorno and a big player in the pet food business Friskies Purina Its most well known global food brands included Buitoni Dreyers Maggi Milkmaid Carnation and Kit Kat The company owned Gerber Products and Jenny Craig North America was Nestlés most important market Kraft Foods Kraft Foods Group was one of the largest consumer packaged food and beverage companies in North America and one of the largest worldwide among publicly traded consumer packaged food and beverage companies with net revenues of 183 billion and earnings from continuing 6 The information in this paragraph has been adapted from Campbell 2012 10K 7 The information in this paragraph has been adapted from ConAgra Foods Company Fact Sheet httpwwwconagrafoodscomnews roomcompanyfactsheet accessed September 8 2014 and ConAgra Foods What Do We Do httpswwwyoutubecomwatchvgVz5UagmjwI accessed September 8 2014 8 The information in this paragraph has been adapted from Nestlé SA Company Profile httpbizyahoocomic4141815html accessed September 8 2014 KELLOGG SCHOOL OF MANAGEMENT 9 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 operations before income taxes of 25 billion in 20129 The company manufactured and marketed food and beverage products including refrigerated meals refreshment beverages and coffee cheese and other grocery products primarily in the United States and Canada under a host of iconic brands Its diverse brand portfolio consisted of many of the most popular food brands in North America including two brands with annual net revenues exceeding 1 billion eachKraft cheeses dinners and dressings and Oscar Mayer meatsplus more than twentyfive brands with annual net revenues of between 100 million and 1 billion each General Mills General Mills Inc incorporated in 1928 was a leading global manufacturer and marketer of branded consumer foods sold through retail stores10 The company was also a leading supplier of branded and unbranded food products to the foodservice and commercial baking industries It manufactured products in sixteen countries and marketed them in more than 100 countries Its joint ventures manufactured and marketed products in more than 130 countries worldwide Product categories in the United States included readytoeat cereals refrigerated yogurt readytoserve soup dry dinners shelf stable and frozen vegetables refrigerated and frozen dough products dessert and baking mixes frozen pizza and pizza snacks grain fruit and savory snacks and a wide variety of organic products including granola bars cereal and soup In Canada its product categories included readytoeat cereals shelf stable and frozen vegetables dry dinners refrigerated and frozen dough products dessert and baking mixes frozen pizza snacks refrigerated yogurt and grain and fruit snacks In markets outside the United States and Canada its product categories included superpremium ice cream and frozen desserts refrigerated yogurt snacks shelf stable and frozen vegetables refrigerated and frozen dough products and dry dinners Smucker The J M Smucker Company was established in 1897 and incorporated in Ohio in 192111 It operated in the manufacturing and marketing of branded food products globally although the majority of its sales were in the United States Net sales outside the United States represented approximately 9 percent of consolidated net sales for 2013 The company had three reportable segments US Retail Coffee US Retail Consumer Foods and International Foodservice and Natural Foods The two US retail market segments in total comprised more than 75 percent of consolidated net sales in 2013 and represented a major portion of its strategic focus The International Foodservice and Natural Foods segments represented sales outside of the US retail markets and had grown recently primarily as a result of contribution from the acquisition of the North American foodservice coffee and hot beverage business from Sara Lee Corporation in January 2012 The companys principal products were coffee peanut butter fruit spreads shortening and oils baking mixes and readytospread frostings canned milk flour and baking ingredients juices and beverages frozen sandwiches toppings syrups and pickles and condiments 9 The information in this paragraph has been adapted from Kraft 2012 10K 10 The information in this paragraph has been adapted from General Mills 2013 10K 11 The information in this paragraph has been adapted from Smucker 2010 10K KELLOGG SCHOOL OF MANAGEMENT 10 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 KEL848 H J HEINZ MA Kellogg Company The Kellogg Company founded in 1906 and incorporated in Delaware in 1922 was engaged in the manufacture and marketing of readytoeat cereal and convenience foods12 Its principal products were readytoeat cereals and convenience foods such as cookies crackers savory snacks toaster pastries cereal bars fruitflavored snacks frozen waffles and veggie foods These products were mainly manufactured inhouse in eighteen countries and marketed in more than 180 countries Its cereal products were generally marketed under the Kelloggs name and were sold to the grocery trade through direct sales forces for resale to consumers It also marketed cookies crackers chips and other convenience foods under brands such as Kelloggs Keebler CheezIt Murray Austin and Famous Amos to supermarkets in the United States The Hershey Company The Hershey Company was incorporated under the laws of the State of Delaware on October 24 1927 as a successor to a business founded in 1894 by Milton S Hershey13 It was the largest producer of quality chocolate in North America and a global leader in chocolate and sugar confectionery Its principal product groups included chocolate and sugar confectionery products pantry items such as baking ingredients and toppings beverages and gum and mint refreshment products The company marketed its products in approximately seventy countries worldwide It operated under a matrix reporting structure designed to ensure continued focus on North America and on continuing its transformation into a more global company Its business was organized around geographic regions and strategic business units this structure was designed to enable the company to build processes for repeatable success in its global markets Groupe Danone Groupe Danone was a société anonyme a form of limited liability company organized under the laws of the Republic of France14 It was incorporated on February 2 1899 Under Groupe Danones bylaws revised in 1941 the companys existence was to last 141 years until December 13 2040 except in the event of earlier dissolution or extension In 1997 the groups management decided to focus on three core activities on a worldwide basis fresh dairy products beverages and biscuits and cereal products The group had since completed several significant divestitures in grocery pasta readytoserve meals and confectionery activities mainly in France Belgium Italy Germany and Spain PepsiCo Inc PepsiCo Inc was incorporated in Delaware in 1919 and was reincorporated in North Carolina in 198615 It was a leading global food and beverage company with brands that were respected 12 The information in this paragraph has been adapted from Kellogg Company Profile httpwwwbuyandholdcomStockMgr requestdisplayprofilesymbolk accessed September 8 2014 13 The information in this paragraph has been adapted from Hershey Company Profile httpwwwbuyandholdcomStockMgr requestdisplayprofilesymbolHSY accessed September 8 2014 14 The information in this paragraph has been adapted from Groupe Danone 20F SEC Filing April 2 2007 15 The information in this paragraph has been adapted from PepsiCo 2012 10K KELLOGG SCHOOL OF MANAGEMENT 11 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 household names throughout the world Through its operations authorized bottlers contract manufacturers and other partners the company made marketed sold and distributed a wide variety of convenient and enjoyable foods and beverages serving customers and consumers in more than 200 countries and territories Its products were brought to market through directstore delivery customer warehouse and distributor networks It owned numerous valuable trademarks including Aquafina Aunt Jemima Capn Crunch Cheetos Cracker Jack Doritos Duyvis Frito Lay Fritos Gatorade Izze Mothers Mountain Dew Müller Naked Pepsi Propel Quaker Rice ARoni Ruffles 7UP Sierra Mist SoBe Stacys SunChips Tostitos and Tropicana Joint ventures in which it participated either owned or had the right to use certain trademarks such as Lipton Müller Starbucks and Sabra Unilever plc Unilever was one of the worlds leading suppliers of food home and personal care products with sales in more than 190 countries16 Its products were present in seven out of ten homes globally and were used by more than 2 billion people on a daily basis It generated annual sales of more than 50 billion in 2012 More than half of the companys footprint was in the fastergrowing developing and emerging markets 55 percent in 2012 Its portfolio included some of the worlds bestknown brands including Knorr PersilOmo Dove Sunsilk Hellmanns Lipton RexonaSure Walls Lux Rama Ponds and Axe Mondelēz International Inc Mondelēz International was one of the worlds largest snack companies with global net revenues of 350 billion and earnings from continuing operations of 16 billion in 201217 Beginning on October 1 2012 following the spinoff of its North American grocery operations to their shareholders Mondelēz International was a new company in name and strategy yet it carried forward the values of its legacy organization and the heritage of its iconic brands The company manufactured and marketed food and beverage products for consumers in approximately 165 countries around the world It held the number one position globally in biscuits chocolate candy and powdered beverages as well as the number two position in gum and coffee Its portfolio included nine brands with annual revenues exceeding 1 billion each including Oreo Nabisco and LU biscuits Milka Cadbury Dairy Milk and Cadbury chocolates Trident gum Jacobs coffee and Tang powdered beverage It changed its name from Kraft Foods Inc to Mondelēz International Inc following a spinoff on October 2 2012 16 The information in this paragraph has been adapted from Unilever Completes Sale of WishBone and Western brands to Pinnacle Foods press release October 1 2013 17 The information in this paragraph has been adapted from Mondelēz International 2012 10K KELLOGG SCHOOL OF MANAGEMENT 12 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 KEL848 H J HEINZ MA Exhibit 1 Heinz Financial and Market Information HEINZ SHARE PRICE JANUARY 22 2007JANUARY 22 2013 00 100 200 300 400 500 600 700 Source YahooFinance HEINZ SHARE PRICE NOVEMBER 1 2012APRIL 1 2013 00 100 200 300 400 500 600 700 800 1Nov12 1Dec12 1Jan13 1Feb13 1Mar13 Source YahooFinance KELLOGG SCHOOL OF MANAGEMENT 13 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Exhibit 2 Discounted Cash Flow DCF Analysis18 COST OF EQUITY FOR HEINZ AND ITS COMPETITORS Company Betaa Data Rate Campbell 0848 10year treasury yield 18 ConAgra Foods 0677 Market risk premium 60 General Mills 0688 Groupe Danone 0736 Hershey 0780 Kellogg 0665 Kraft 0897 Mondelēz 1030 Nestle SA 0821 PepsiCo 0657 Unilever 0772 Smucker 0817 Mean 0782 Median 0776 Heinz 0651 a Represents levered beta Source FactSet 18 Note that prevailing interest rates at the time of the transaction were low by historical standards The actual cost of capital that was used by the company reflected a higher interest rate than the rate implied by outstanding debt Students should calculate WACC based on information in Exhibit 2 as the lower bound for WACC but a sensitivity analysis should also be completed based on realistic long term expectations for interest rates and consideration of the issuance by the company of 8 billion of preferred shares with a 9 dividend to Berkshire Hathaway KELLOGG SCHOOL OF MANAGEMENT 14 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 KEL848 H J HEINZ MA Exhibit 2 continued COST OF DEBT FOR HEINZ US IN THOUSANDS Debt 2013 2012 Japanese yen credit agreement due October 2012 variable rate 186869 Other US dollar debt due May 2013November 2034 094796 25688 43164 Other nonUS dollar debt due May 2013May 2023 3501100 56293 64060 535 US dollar notes due July 2013 499993 499958 80 Heinz finance preferred stock due July 2013 350000 350000 Japanese yen credit agreement due December 2013 variable rate 163182 199327 US dollar private placement notes due May 2014May 2021 211423 500000 500000 Japanese yen credit agreement due October 2015 variable rate 152983 US dollar private placement notes due July 2016July 2018 286355 100000 100000 200 US dollar notes due September 2016 299933 299913 150 US dollar notes due March 2017 299648 299556 US dollar remarketable securities due December 2020 119000 119000 3125 US dollar notes due September 2021 395772 395268 285 US dollar notes due March 2022 299565 299516 6375 US dollar debentures due July 2028 231396 231137 625 British pound notes due February 2030 192376 202158 675 US dollar notes due March 2032 435185 435112 7125 US dollar notes due August 2039 628082 626747 Total longterm debt 4749096 4851785 Hedge accounting adjustments 122455 128444 Less portion due within one year 1023212 200248 Total longterm debt 3848339 4779981 Weightedaverage interest rate on longterm debt 470 428 Source Heinz 2012 10K HEINZ TAXES Tax Rate History 2013 2012 2011 US federal statutory tax rate 350 350 350 Effective tax rate 180 198 262 Source Heinz 2012 10K HEINZ FINANCIAL FORECAST US IN MIL L IONS EXCEPT PER SHARE DATA For Fiscal Year Ending April 2013E 2014P 2015P 2016P 2017P 2018P Revenue 11529 12141 12657 13112 13744 14446 EBITDA 2057 2195 2340 2453 2613 2789 EBIT 1705 1834 1965 2061 2202 2355 Fully diluted earnings per share 358 378 383 400 429 460 Source Heinz 2012 10K KELLOGG SCHOOL OF MANAGEMENT 15 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Exhibit 3 Heinz Historical Financial Statements US in thousands except per share data unless otherwise specified CONSOLIDATED STATEMENTS OF INCOME 12 Months Ended Apr 28 2013 Apr 29 2012 Apr 27 2011 Sales 11529 11508 10559 Cost of products sold 7333 7513 6614 Gross profit 4195 3995 3944 Selling general and administrative expenses 2534 2492 2257 Operating income 1662 1502 1688 Interest income 28 35 23 Interest expense 284 293 273 Other expense net 62 8 21 Loss from continuing operations before income tax 1344 1236 1416 Provision for income taxes 242 245 371 Income from continuing operations 1102 991 1046 Loss from discontinued operations net of tax 75 51 40 Net income 1027 940 1006 Less Net income attributable to the noncontrolling interest 14 17 16 Net income attributable to H J Heinz Company 1013 923 990 Average common shares outstandingbasic millions 321 321 320 Average common shares outstandingdiluted millions 323 323 323 Earnings before interest taxes depreciation and amortization 2057 1947 1862 Source Heinz 2012 10K KELLOGG SCHOOL OF MANAGEMENT 16 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 KEL848 H J HEINZ MA Exhibit 3 continued CONSOLIDATED BALANCE SHEETS 12 Months Ended Apr 28 2013 Apr 29 2012 Cash and cash equivalents 2477 1330 Receivables net of allowance 1074 994 Inventories 1333 1329 Prepaid expenses 252 229 Total current assets 5136 3882 Property plant and equipment net 2459 2484 Goodwill and intangible assets 4495 4684 Other noncurrent assets 850 933 Total assets 12939 11983 Shortterm debt and current portion of longterm debt 2160 247 Payables 1493 1349 Accrued liabilities 1019 951 Income taxes 114 102 Total current liabilities 4787 2648 Longterm debt 3848 4780 Deferred income taxes 679 818 Nonpension postretirement benefits 240 231 Other noncurrent liabilities 507 581 Total longterm debt and other noncurrent liabilities 5274 6411 Noncontrolling interest 77 166 Capital stock 108 108 Additional capital 609 595 Retained earnings 7907 7567 Treasury shares at cost 4647 4666 Accumulated other comprehensive loss 1175 845 Total equity 2849 2811 Total liabilities and equity 12939 11983 Source Heinz 2012 10K KELLOGG SCHOOL OF MANAGEMENT 17 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Exhibit 3 continued CONSOLIDATED STATEMENTS OF CASH FLOWS 12 Months Ended Apr 28 2013 Apr 29 2012 Apr 27 2011 OPERATING ACTIVITIES Net income 1027 940 1006 Adjustments to reconcile net income to cash provided by operating activities Depreciation 302 296 255 Amortization 47 47 43 Deferred tax benefitprovision 87 95 154 Pension contributions 69 23 22 Asset writedownsimpairments 56 59 0 Other items net 85 75 98 Changes in current assets and liabilities excluding effects of acquisitions Receivables incl proceeds from securitization 166 172 91 Inventories 49 61 81 Prepaid expenses and other current assets 14 12 2 Accounts payable 169 72 233 Accrued liabilities 72 20 61 Income taxes 9 66 51 Cash provided by operating activities 1390 1493 1584 INVESTING ACTIVITIES Capital expenditures 399 419 336 Proceeds from disposals of PPE net 19 7 605 Proceeds from divestitures 17 4 2 Sale of shortterm investments 0 57 0 Change in restricted cash 4 39 5 Other items net 14 11 6 Cash used for investing activities 373 402 950 FINANCING ACTIVITIES Net proceedspayments on shortterm debt 1090 43 193 Dividends 666 619 580 Purchase of treasury stock 139 202 70 Exercise of stock options 113 83 155 Acquisition of subsidiary shares from noncontrolling interests 80 55 6 Earnout settlement 45 0 0 Other items net 2 1 28 Cash provided byused for financing activities 257 363 483 Effect of exchange rate changes on cash and CE 128 122 90 Net increase in cash and cash equivalents 1146 606 241 Cash and cash equivalents at beginning of year 1330 724 483 Cash and cash equivalents at end of year 2477 1330 724 Source Heinz 2012 10K KELLOGG SCHOOL OF MANAGEMENT 18 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Exhibit 4 Comparable Company Metrics GROWTH ANALYSIS Revenue Growth EBITDA Growth EPS Growth 2011 2012 2013E 2014E 2011 2012 2013E 2014E 2011 2012 2013E 2014E Campbell 02 45 51 21 78 99 14 33 43 86 17 55 ConAgra Foods 78 168 134 03 30 190 180 56 51 174 77 109 General Mills 119 67 32 37 53 44 53 52 32 51 82 78 Groupe Danone 136 80 33 45 97 43 25 72 66 42 42 69 Hershey 72 93 67 62 85 104 99 86 106 149 146 107 Kellogg 65 76 45 27 16 50 75 48 24 03 118 76 Kraft 04 24 98 123 17 140 Mondelēz 105 356 12 43 93 376 01 102 134 393 120 93 Nestlé SA 238 102 17 43 93 99 27 58 48 96 18 67 PepsiCo 150 15 14 42 83 56 35 68 65 68 56 85 Unilever 16 122 12 16 20 124 46 37 61 126 12 57 Smucker 145 67 05 30 15 85 44 47 09 135 86 85 Mean 59 41 34 33 23 37 54 65 30 36 56 85 Median 78 76 24 33 30 85 45 57 32 86 67 81 Heinz 86 88 19 44 29 17 74 64 95 81 40 52 Source FactSet KELLOGG SCHOOL OF MANAGEMENT 19 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Exhibit 4 continued PROFITABILITY ANALYSIS Gross Margin EBITDA Margin Net Margin 2011 2012 2013E 2014E 2011 2012 2013E 2014E 2011 2012 2013E 2014E Campbell 388 373 375 376 193 203 195 198 100 104 96 98 ConAgra Foods 222 229 223 229 129 131 136 144 58 50 56 63 General Mills 369 361 362 365 199 195 199 202 94 104 103 105 Groupe Danone 525 508 498 498 180 174 164 168 87 80 72 79 Hershey 424 438 462 470 214 217 223 228 103 99 118 123 Kellogg 413 401 386 392 178 173 178 182 93 68 92 96 Kraft 318 328 328 169 186 204 90 92 102 Mondelēz 351 374 375 382 160 155 153 162 75 86 79 80 Nestlé SA 474 476 479 480 187 186 188 191 113 115 114 117 PepsiCo 520 522 530 533 197 189 193 198 106 99 101 104 Unilever 399 412 428 428 161 161 166 170 92 88 91 94 Smucker 342 346 364 367 202 206 216 219 83 92 104 108 Mean 402 397 401 404 182 180 183 189 91 90 93 97 Median 399 388 380 387 187 180 187 194 93 91 94 100 Heinz 355 343 358 360 173 173 179 182 79 95 96 97 Source FactSet KELLOGG SCHOOL OF MANAGEMENT 20 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Exhibit 4 continued RETURNS ANALYSIS Return on Assets Return on Equity Dividend per Share 2011 2012 2013E 2014E 2011 2012 2013E 2014E 2011 2012 2013E 2014E Campbell 115 112 97 101 674 693 604 519 116 116 125 134 ConAgra Foods 67 49 46 48 167 156 159 145 095 099 100 102 General Mills 79 85 83 86 239 260 247 246 122 132 152 171 Groupe Danone 59 58 52 58 136 136 124 137 139 145 145 155 Hershey 145 144 166 166 695 688 642 536 138 154 181 203 Kellogg 104 71 89 92 628 456 461 396 167 174 179 189 Kraft 70 72 82 460 450 470 050 203 212 Mondelēz 43 36 37 40 114 88 78 75 116 052 054 058 Nestlé SA 84 88 83 86 159 180 170 170 195 205 213 225 PepsiCo 100 88 89 94 332 298 298 309 203 213 224 240 Unilever 104 102 102 100 291 300 286 281 117 127 143 150 Smucker 53 60 67 70 88 106 118 126 189 205 231 254 Mean 87 80 82 85 320 318 303 284 145 139 162 174 Median 84 78 83 86 239 279 267 263 138 139 165 180 Heinz 76 76 95 99 294 315 392 374 192 206 222 239 Source FactSet KELLOGG SCHOOL OF MANAGEMENT 21 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Exhibit 4 continued LEVERAGE ANALYSIS Net DebtEBITDA DebtEquity AssetsEquity 2011 2012 2013E 2014E 2011 2012 2013E 2014E 2011 2012 2013E 2014E Campbell 06x 05x 04x 05x 04x 05x 06x 05x 55x 69x 57x 47x ConAgra Foods 07x 03x 03x 03x 08x 10x 13x 12x 25x 38x 32x 29x General Mills 05x 05x 05x 05x 11x 13x 14x 18x 32x 30x 30x 27x Groupe Danone 05x 05x 05x 05x 17x 19x 27x 21x 23x 24x 24x 23x Hershey 12x 12x 15x 18x 16x 21x 61x 51x 45x 34x 31x Kellogg 04x 04x 04x 04x 05x 06x 06x 06x 68x 62x 44x 41x Kraft 04x 04x 04x 04x 05x 05x 65x 60x 58x Mondelēz 03x 03x 04x 04x 27x 28x 29x 21x 27x 23x 19x 19x Nestlé SA 17x 11x 10x 13x 41x 50x 65x 47x 20x 21x 20x 19x PepsiCo 06x 06x 06x 06x 11x 11x 11x 09x 35x 33x 33x 32x Unilever 10x 10x 11x 11x 21x 23x 24x 39x 32x 27x 29x 27x Smucker 08x 07x 07x 08x 30x 32x 36x 25x 18x 18x 18x 18x Mean 08x 06x 06x 07x 16x 19x 25x 20x 35x 38x 33x 31x Median 06x 05x 05x 05x 13x 16x 19x 19x 32x 32x 31x 28x Heinz 05x 05x 06x 07x 18x 18x 16x 13x 39x 43x 39x 36x Source FactSet KELLOGG SCHOOL OF MANAGEMENT 22 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Exhibit 4 continued VALUATION ANALYSIS 1 PriceBook PriceSales PriceEarnings to Growth 2011 2012 2013E 2014E 2011 2012 2013E 2014E 2011 2012 2013E 2014E Campbell 98x 90x 116x 85x 14x 14x 18x 16x 98x 90x 116x 85x ConAgra Foods 23x 21x 26x 24x 08x 08x 09x 08x 23x 21x 26x 24x General Mills 40x 35x 47x 47x 17x 15x 17x 18x 40x 35x 47x 47x Groupe Danone 21x 24x 24x 27x 18x 16x 15x 16x 21x 24x 24x 27x Hershey 115x 162x 157x 165x 19x 23x 24x 31x 115x 162x 157x 165x Kellogg 87x 103x 83x 63x 15x 14x 14x 15x 87x 103x 83x 63x Kraft 76x 86x 15x 17x 76x 86x Mondelēz 10x 12x 14x 18x 11x 12x 13x 17x 10x 12x 14x 18x Nestlé SA 30x 30x 31x 34x 17x 21x 21x 23x 30x 30x 31x 34x PepsiCo 49x 51x 48x 57x 18x 16x 16x 20x 49x 51x 48x 57x Unilever 45x 50x 55x 55x 16x 17x 17x 17x 45x 50x 55x 55x Smucker 22x 22x 18x 16x 19x 20x 22x 22x Mean 52x 58x 58x 57x 16x 16x 17x 18x 52x 58x 58x 57x Median 42x 43x 48x 51x 17x 16x 17x 17x 42x 43x 48x 51x Heinz 51x 55x 76x 69x 15x 15x 20x 19x 51x 55x 56x 55x Source FactSet KELLOGG SCHOOL OF MANAGEMENT 23 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Exhibit 4 continued VALUATION ANALYSIS 2 PriceEarnings Enterprise ValueEBITDA Enterprise ValueFree Cash Flow 2011 2012 2013E 2014E 2011 2012 2013E 2014E 2011 2012 2013E 2014E Campbell 130x 136x 177x 163x 82x 87x 115x 102x 153x 184x 474x 212x ConAgra Foods 145x 137x 156x 142x 76x 78x 116x 94x 143x 186x 246x 224x General Mills 160x 150x 175x 176x 100x 96x 108x 109x 361x 184x 163x 203x Groupe Danone 173x 168x 166x 191x 118x 109x 107x 119x 223x 206x 191x 310x Hershey 185x 219x 223x 265x 97x 116x 120x 146x 177x 381x 201x 368x Kellogg 155x 150x 166x 166x 102x 101x 112x 113x 207x 237x 226x 325x Kraft 165x 190x 115x 119x 137x 399x Mondelēz 102x 107x 183x 219x 102x 104x 112x 136x 389x 331x 368x 353x Nestlé SA 170x 176x 177x 195x 112x 123x 123x 131x 232x 378x 209x 284x PepsiCo 158x 151x 167x 199x 101x 96x 103x 120x 234x 226x 222x 295x Unilever 158x 182x 187x 191x 103x 117x 114x 113x 221x 285x 220x 250x Smucker 160x 168x 192x 188x 88x 96x 106x 104x 459x 143x 198x 208x Mean 154x 158x 178x 190x 98x 102x 113x 117x 255x 249x 238x 286x Median 158x 151x 176x 190x 101x 101x 113x 116x 223x 226x 215x 290x Heinz 167x 156x 205x 192x 104x 104x 128x 120x 170x 202x 247x 222x Source FactSet KELLOGG SCHOOL OF MANAGEMENT 24 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022 H J HEINZ MA KEL848 Exhibit 5 Comparable Transaction Metrics US in millions except multiples The following is a list of transactions from the packaged food beverage and related industries Use discretion in choosing comparable transactions for valuation analysis because some of the target companies may be better comparables than others Ent Announce Ent Value Value LTM Net ment Date Target Acquiror bn EBITDA Revenue EBITDA Income Capex Cash Debt Assets Dec 2012 Morningstar Foods LLC Saputo Inc 145 93x 1626 156 Nov 2012 Ralcorp Holdings Inc ConAgra Foods Inc 678 121x 4322 560 73 352 2022 4539 July 2012 Peets Coffee Tea Inc Joh A Benckiser GmbH 095 232x 383 40 15 32 230 Feb 2012 Pringles Business of PG Kellogg Company 270 111x 1456 243 153 41 581 Dec 2011 National Beef Packing Co LLC Leucadia National Corp 087 37x 5808 300 248 20 913 Aug 2011 Provimi SAS Cargill Inc 183 81x 2296 224 93 304 2162 June 2011 Fosters Group Ltd SABMiller Plc 1312 1229x 4547 107 554 238 4731 6908 Nov 2010 Del Monte Foods Co Funds affiliated with KKR 530 88x 3713 603 Co and others June 2010 American Italian Pasta Co Ralcorp Holdings Inc 126 83x 590 151 80 11 36 45 508 Jan 2010 NA Frozen Pizza Business of Kraft Nestlé SA 370 125x 2100 296 Nov 2009 Birds Eye Foods Inc Pinnacle Foods Group Inc 137 95x 921 144 52 21 44 750 747 Sept 2009 Cadbury plc Kraft Foods Inc 2140 133x 5975 1609 509 408 313 1618 8129 Sept 2008 UST LLC Altria Group Inc 1150 119x 1991 971 560 48 1280 1417 June 2008 The Folgers Coffee Company The JM Smucker Company 340 88x 1754 386 227 23 8 629 Apr 2008 Wm Wrigley Jr Company Mars Incorporated 2302 184x 5780 1251 682 240 383 1130 5517 Nov 2007 Post Foods Ralcorp Holdings Inc 264 113x 1103 234 117 21 919 Feb 2007 Pinnacle Foods Group Inc The Blackstone Group LP 214 89x 1809 241 109 1765 Aug 2006 European Frozen Foods of Unilever Permira Advisors Ltd 220 99x 15200 222 Aug 2006 Chef America Inc Nestlé SA 260 145x 22 179 Oct 2001 The Pillsbury Company General Mills Inc 1040 101x 6067 1005 114 156 51 230 9262 Dec 2000 The Quaker Oats Company PepsiCo Inc 1401 156x 5096 928 468 269 161 774 2494 Oct 2000 Keebler Foods Company Kellogg Company 447 107x 2757 449 176 93 34 583 1773 June 2000 Nabisco Holdings Corp Philip Morris Companies Inc 1902 137x 8913 1394 378 222 140 4014 11610 June 2000 International Home Foods ConAgra Foods Inc 291 85x 2210 342 1000 44 14 1150 1527 Source FactSet KELLOGG SCHOOL OF MANAGEMENT 25 This document is authorized for use only in RODRIGO FERREIRA LARAs Investimentos de Private Equity na Prática ONL02134LTPVILV2111 at Fundacao Getulio VargasFGV EBAPE from Apr 2022 to May 2022