04262010 april sfsu deck 01 js

101 California Street, Suite 1200San Francisco, CA 94111415-733-0000

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

Mergers & Acquisitions: A Practitioner's Perspective

Confidential 2

Agenda

I M&A Market and Industry Overview

II An M&A Practitioner's Career Path

III Case Studies of an M&A Practitioner

IV M&A Deal Studies

V Appendix: Overview of Presidio

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M&A Industry Overview

What is a merger?ｰ In business, economics or law, a merger is a combination of two companies into one larger

company—i.e. the companies “merge” to form a new entityｰ Not always significantly different from an acquisitionｰ May be used to “soften” an acquisition to make it more palatable to the targetｰ Mergers are typically friendly

What is an acquisition?ｰ An acquisition, also known as a takeover or a buyout, is the buying of one company (the “target”) by

another (the “acquiror”)ｰ The acquiring company establishes itself as the clear owner and typically the target company then

ceases to existｰ An acquisition may be friendly or hostile

What does Mergers & Acquisitions, or “M&A” mean?ｰ The phrase mergers and acquisitions refers to the aspect of corporate strategy, corporate finance and

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

In very simple terms, M&A is the buying and selling of assets, companies or businesses that enables companies to expand—i.e. grow—or contract (through divestitures)

ｰ M&A at its core is highly strategic, especially for corporationsｰ M&A execution is highly tactical

M&A Market and Industry Overview

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M&A Industry Overview (cont’d)

While there exist a number of different structures and ways to consummate different M&A transactions, there are three main types:

ｰ Acquisition: the purchase of a company, assets, business or divisionｰ Divestiture: the sale of a company, assets, business or divisionｰ Recapitalization: the change in the ownership / capital structure of a company

• Majority: over 50% of the ownership is changed in a transaction or series of transactions• Minority: less than 50% of the ownership is changed in a transaction or series of transactions

Most M&A transactions share a number of key characteristics:ｰ Public versus privateｰ Consideration (cash, stock, like kind exchange)ｰ Termsｰ Valuationｰ Structuringｰ Negotiation

However, a host of other issues may also be applicable and are transaction dependant:ｰ Fairness opinionsｰ Hostile or friendlyｰ “Going private” transactionsｰ Cross-border implicationsｰ Tax-driven structuresｰ Wall Street reactions


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M&A Industry Overview (cont’d)

Who executes or consummates M&A transactions?

There are a number of key principal participants in the industry, including:ｰ Corporationsｰ Private equity firmsｰ Venture capital firms (typically involved in minority transactions)

There is also a group of professional advisors and practitioners that advise on and structure M&A transactions for companies and other institutions:

ｰ Accountantsｰ Attorneysｰ Consultantsｰ Commercial bankersｰ Investment bankers

Today’s presentation will focus on this last group, and more specifically from an Investment Banker’s point of view


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The M&A Market was Less Active in 2009

Deal volume in 2009 was at its lowest since 2002, driven by numerous wide-reaching issuesｰ Would-be acquirors have been largely focused on driving internal efficienciesｰ Buyers have had limited access to leverageｰ Stock as an acquisition currency has mostly been “undervalued”

Many transactions have been larger companies selling non-core businesses or distressed salesSeveral deal trends were prevalent in M&A transactions in 2009

ｰ Reduced leverage and valuation multiplesｰ Strategic buyers represented a larger percentage of dealsｰ Stock consideration represented a larger percentage of deals

Total U.S. Middle Market M&A Volume (# deals)

4,044

4,712

4,4724,521

4,4484,517

4,223

4,009

4,619

3,600

3,800

4,000

4,200

4,400

4,600

4,800

2001 2002 2003 2004 2005 2006 2007 2008 2009

U.S. Middle Market EV / EBITDA Multiples

7.1x

8.2x

9.2x9.6x

10.6x

8.5x

7.4x8.2x

6.9x

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

2001 2002 2003 2004 2005 2006 2007 2008 2009

Source: Dealogic as of 12/31/2009 Source: Dealogic as of 12/31/2009


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The economic downturn caused many PE portfolio companies to fall short of expectations, triggering covenants in highly levered deals

ｰ There were 74 PE-backed bankruptcies in 2009ｰ Many private equity firms spent 2009 refinancing debt terms

Given the limited financing available for transactions, financial engineering is no longer enough to drive strong returns

ｰ There will likely be a renewed focus on growth strategies and / or acquiring companies that require significant operational improvements

Private Equity Activity Fell With Credit Conditions

Total U.S. Private Equity M&A Volume ($ billions)

Source: Dealogic as of 12/31/2009

$134$87 $98

$133

$252

$332

$578

$646

$213

$133

$0.0

$100.0

$200.0

$300.0

$400.0

$500.0

$600.0

$700.0

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Average Total Debt / EBITDA Multiples

3.2x3.4x

5.8x

5.2x

4.4x

3.2x2.9x2.8x2.8x

3.3x

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Source: Dealogic as of 12/31/2009


Confidential 8

But Recent Deals Signal a Potential Thawing of the M&A Market

Announced September 5, 20091 Announced January 14, 2010 Announced February 25, 2010 Announced December 21, 2009

Enterprise Value: $21.4bn2

EV / LTM Sales: 2.2xEV / LTM EBITDA: 13.1x/9.3x3

Enterprise Value: $1.9bnEV / LTM Sales: 3.5xEV / LTM EBITDA: 11.5x

Enterprise Value: $615.0mmEV / LTM Sales: 2.5xEV / LTM EBITDA: 11.5x

Enterprise Value: $2.2bnEV / LTM Sales: 4.8xEV / LTM EBITDA: 13.3x

60% cash / 40% stockHostile tender offer47.9% premium4

All cash (excl. Leslie Blodgett)Friendly tender offer39.9% premium5

All cashStock purchase

All cashFriendly tender offer33.6% premium6

Transaction received significant scrutiny from U.K. authoritiesFinal offer reduced stock component, increasing certainty of value and eliminating KFT shareholder approval requirementCadbury agreed to a $193.5mm inducement fee (1% equity value)Creates world’s dominant confectionary company

$43.5mm break-up fee (2.5% EV)Standard reps and warrantiesStandard fiduciary outNo financing contingencyLeslie Blodgett, CEO and spokeswoman, agreed to roll 40% of her holdings (~$40 million in value in a Shiseido subsidiary in an illiquid security that is redeemed over three years)

Financed with new $600mm credit facility and $150 stock offering4.5x Pro Forma Debt / EBITDADiamond guarantees specific performance with no conditionIndemnity capped at total considerationNo break-up fee or MAE clauseUnique seller price protection provision

Primary driver of transaction was the Allegra Rx to OTC switch$64.5mm break-up fee (2.9% EV)Standard reps and warranties for a public targetStandard fiduciary outNo financing contingency

Several large transactions have been announced in the past few monthsCash rich consolidators should continue to drive M&A activity after recent efficiency focus

Sources: Company filings, equity research1 September 5, 2009 was the first public announcement of Kraft’s intent to tender for Cadbury shares; the Final offer and Cadbury’s Board support were announced on January 19, 20102 Assumes an exchange rate of 1.63 $USD for each £GBP3 13.1x assumes $1,636.5mm of EBITDA excluding synergies; 9.3x assumes $2,311.5 EBITDA including $675 of expected synergies4 Represents premium to Cadbury ordinary shares trading on the LSE on September 4, 2009, the day prior to the announcement Kraft’s initial offer5 Represents premium to Bare Escentuals’ closing price on January 13, 2009, the trading day prior to the announcement Shiseido’s initial offer6 Represents premium to Chattem’s closing price on December 18, 2009, the trading day prior to the announcement Sanofi’s initial offer


Confidential 9

Agenda




IV M&A Deal Studies


Confidential 10

The Various Levels of M&A / Investment Banking

Analyst (2-3 years)ｰ Typically hired right out of undergraduate programsｰ Most junior level (but much higher in importance!) on the transaction teamｰ Responsible for information and data collection, financial modeling and analysis, preparation and

management of pitch books and materialsｰ Limited client interaction

Associate (3-4 years)ｰ Typically hired out of MBA programs (some are promoted 3rd year Analysts)ｰ Working in tandem with Analysts on projects across most all aspectsｰ Key role is to check work of the Analyst while adding value to basic analyses and drawing conclusions

from data and informationｰ Limited to moderate Client interaction

Vice President (2-3 years)ｰ Day-to-day management of all projects / assignmentsｰ Direct Analysts and Associates on analysesｰ Often a significant interface with clients on assignmentsｰ May have some primary client responsibility for developing key relationshipsｰ Ultimately responsible to senior bankers for quality of work productｰ Significant client interaction

An M&A Practitioner's Career Path

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The Various Levels of M&A / Investment Banking (cont’d)

Director / Principal (2 or more years)ｰ Day-to-day management of all projects / assignmentsｰ Often the primary interface with clients on assignmentsｰ Ultimately responsible to senior bankers for quality of work productｰ Typically beginning of primary client relationship role—likely to be given an industry sector/sub-sector

to “cover” and develop relationshipsｰ Significant client interaction; heavy travel

Managing Director / Partnerｰ Senior deal team member and business originatorｰ Responsible for developing relationships and monetizing those relationships, often within a specific

industry sectorｰ Key role is to work with team and other firm professionals, as needed, to deliver the firm’s resources to

clientsｰ Responsible for all aspects of transaction team and clients relationships / engagementsｰ Heavy client interaction and travel


Confidential 12

An M&A Analyst’s Perspective – A Day in the Life

8:00AM - Arrive at the office and scan the papers and news sources for any new deals that have been announced in Industrial or related industries

9:00-11:00AM – Review comments on pitch book from Principal for the next day’s pitch; begin re-working presentation and editing pitch book

11:00AM – Join due diligence conference call on trucking company to learn more about financial projections and operations; discuss with Principal potential follow-up from call

12:00PM – Lunch at desk; scanning news to see if anything new has been announced—transactions, market data, earnings releases; see how coverage companies are performing and scan for any significant news

1:00PM – Update public comparables for the day and incorporate into pitch book; finalize pitch book and give revised draft to principal for final comments; pull M&A press releases for significant transactions

4:00PM-6:00PM – Re-run scenarios on financial model (LBO) for oil services company and send to transaction team

6:00PM-9:00PM – Incorporate final comments and print books for meeting; re-run LBO model based on feedback from team

9:00PM-Whenever – Begin FactSet runs for M&A transactions, public comps and general research on new assignment for Consumer group


Confidential 13

Various M&A AssignmentsAn M&A Practitioner's Career Path

M&A Assignment CommentarySell-Side M&A Very typical assignment; retainer and success fee based sale of a

company through a “marketing” process that involves pitching, engagement, marketing and closing of a transaction; takes approximately 6 months from start to finish

Buy-Side M&A Less typical than sellside; can be single or multiple target assignments; retainer and success fee based; can involve evaluation of entire sector

Recapitalization Similar to a sellside assignment but does not include the full sale of the company; can be minority or majority transactions; retainer and success fee based

Fairness Opinion Very common assignments on buy or sell side; fixed fee based with no success fee; short in time duration as they are discreet assignments relating to a particular transaction(s); rendering of an opinion as to the “fairness” of a transaction

Defense Advisory Public assignments arising from a hostile situation where one advises the target’s Board of Directors in a potential or threatened takeover; retainer and success fee based; can be very high profile and messy transactions

Outsourced Business Development Retainer based assignments working for companies or firms who do not have the capability themselves; structured more like a consulting arrangement

Summary of M&A Assignments

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Core M&A Deliverables / AnalysesAn M&A Practitioner's Career Path

M&A Deliverable / Analysis CommentaryPitchbooks Presentations used to win business, present analysis, etc.

Valuation Integral to most all M&A assignments; placing a value on a target, acquiror, business, asset; many different methods of analysis are used to arrive at a valuation of an asset or business

- Public Comparables- Transaction Comparables- LBO Analysis- Premiums Paid Analysis- Discounted Cash Flow- Merger Consequences

Accretion / (Dilution) Analysis Analysis used for public companies to see whether or not a transaction is additive or dilutive; useful to know for Wall Street reaction

Merger Consequences Analysis used to show the combination of two companies or businesses and the effects of such a combination

Financial Modeling Provides the basis for most all analyses in M&A; typically include a 5-year projections model with cash flow statements and balance sheets

Confidential Information Memorandum

Key component of information in a sellside engagement; document sent to prospective buyers/investors

Summary of M&A Deliverables / Assignments

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Agenda




IV M&A Deal Studies


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Case Study: Lindora LLC

Transaction Overview:On June 24, 2009, Lindora LLC (“Lindora”) completed a minority equity investment with Presidio Investors, enabling the company to secure the capital necessary to increase clinics in operation and to execute on a number of near-term strategic growth opportunitiesPresidio Financial Partners, through its Corporate Advisory division, acted as exclusive financial advisor to the fund with regard to its investment in Lindora, including target evaluation, due diligence, valuation, transaction structuring and termsPresidio Investors is now the largest outside investor in Lindora and the company’s only institutional partner

Transaction Process Overview:Worked with Presidio Investors, management and Investment Committee to evaluate the industry, opportunity and consummate the investmentInvestment firmly establishes Presidio’s capability in, and commitment to, the Health & Wellness space, both from an investment and an advisory perspective

Key Terms of Investment:Investment structure allowed family owners to secure an institutional partner, while maintaining significant upside in the businessSecured growth capital for near-term growth initiativesStructured as a minority equity transaction (investment did not include debt)

Lindora Overview:Located in Southern California, Lindora is a provider of comprehensive, medically-based weight loss treatments and productsLindora operates 35 stand-alone clinics in southern California and 8 in-store clinics in selected Rite Aid storesFounded in 1971, the Company is America’s leading medical weight control system and enjoys a reputation as the gold standard in weight management

has completed a minority equity recapitalization with

Presidio Investors

Case Studies of an M&A Practitioner

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Case Study: Tree of Life

Divestiture Overview:Tree of Life is a $1.2 bn revenue company with ~$30 mm of EBITDAStrong #2 market position in natural/organic, with a stronger presence and focus on East Coast; less competitive in WestOn April 22, 2009 Royal Wessanen NV announced a strategic review to exit all of its North American branded and distribution businesses in order to focus on its European operations

This followed its February announcement to divest its U.S. non-carbonated drinks business, American Beverage Corporation

North American businesses include Tree of Life, PANOS Brands and Liberty Richter This formal announcement came as no surprise, as many, including company executives, had speculated that Royal Wessanen would make a move soon amid a challenging U.S. environmentTransaction closed on December 23, 2009 with Kehe Food Distributors

Presidio’s Role:Worked in a strategic and transaction advisory capacity with Taylor Companies, Royal Wessanen’s investment bank, regarding the divestiture process, strategy, financing and competitive landscapePresidio was selected by Taylor companies for its expertise in natural and specialty and food & beverage distribution, as well as its strong advisory capability in mergers and acquisitions

Royal Wessanen NV OverviewRoyal Wessanen NV is a multinational food corporation based in the Netherlands. The Company produces, markets and distributes high-quality natural and specialty food products in North America and Europe

Tree of Life Overview:Tree of Life, founded in 1970 and headquartered in Saint Augustine, FL, distributes natural and organic ethnic and gourmet food products. It sells through a network of supermarkets, independent retail stores, and drugstores and strives to meet the needs of retailers and suppliers through excellence in distribution, marketing and merchandising

And acquired by

December 2009

Has been divested by


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Case Study: Blue Horizon Foods

Transaction Overview:In late 2008, Blue Horizon Foods, Inc. (“Blue Horizon”) came to Presidio for assistance raising capital to fund its growing business with annual revenue growth of approximately 100% Following the extraordinary erosion of the capital markets in late 2008, Presidio advised the Company to modify its strategic plan and focus on raising an internal round of capital from current investors, including Greenmont Capital, as well as new investorsIn August 2009, Blue Horizon finalized its first close of $2 million on a first round of fundraising; the final close was in December 2009

Transaction Process Overview:Worked with management and the Board of Directors of Blue Horizon to balance high growth and profitability in a challenging economic and business climateAdvisory work included a review of the company’s full operations, including customers, distribution channels, inventory turnover, as well as gross margin and contribution margin analyses and a strategic plan overhaul to maintain growth and improve business metricsAs a result of updated plan and management’s solid execution, Blue Horizon is currently projected to grow by nearly 100% in 2009

Key Terms of Transaction:All key investors from Company’s Series A round participating in current round; also includes a New Investor Group

Blue Horizon Foods Overview:Blue Horizon is one of the leading suppliers of branded and private label seafood products sourcedexclusively from environmentally responsible sources. The Company was founded in 2005 by JohnBattendieri and Tim Redmond—pioneers in the organic and natural foods industry since the 1970s—with adual mission: to supply sustainably-harvested wild and certified chemical-free farmed seafood and preparedseafood products to the North American market, while at the same time helping to protect the health ofaquatic ecosystems


December 11, 2009


Confidential 19

Background:In early 2009, a New York based investment firm came to Maher Presidio for assistance in valuing certain assets it owned in the wine industryThe wine assets include a highly rated Sonoma County Pinot Noir producer and a large Central Coast vineyard operationThe Sonoma wine producer is known for its super premium wines, sold primarily direct-to-consumerThe large vineyard operation is located in the Central Coast and produces grapes for a number of other wineries

Assignment Overview:The investment firm came to Maher Presidio in order to understand the current “fair market value” for its wine assetsThe firm would then use the analysis for general corporate purposes, including the possibility of granting options in the winery/assets to executives of the companyIn preparing our analysis, Maher Presidio conducted multiple interviews with management, visited all growing and producing sites, reviewed contracts, legal documents, appraisals and analyzed all company provided historical and projected financial statementsMaher Presidio then utilized multiple valuation methodologies including:

Analysis of publicly traded wine/beverage companiesM&A transaction comparables in wine/beverageDiscounted cash flow Adjusted book value

The valuation was completed in September 2009We are now engaged to work with the firm on a buy-side assignment to acquire a winery in the Napa Valley

Case Study: New York Financial Institution

Financial Advisor with regard to Wine Assets

Central Coast Vineyards

New York Based Hedge Fund

Sonoma Estate Winery


http://images.google.com/imgres?imgurl=http://www.marquis-wines.com/sites/marquis/uploads/SonomaCounty2.jpg&imgrefurl=http://www.marquis-wines.com/page223.htm&usg=__YY__zcg_0XovhmRbjeyr5Lxo8N4=&h=323&w=500&sz=271&hl=en&start=18&sig2=KOd1A1UnTBcjrOhxaO5zuA&itbs=1&tbnid=bNATJzvt2nefbM:&tbnh=84&tbnw=130&prev=/images%3Fq%3Dsonoma%2Bvalley%26hl%3Den%26rls%3DGGLM,GGLM:2009-46,GGLM:en&ei=StEWS8jYPIn4tgPF-pCDBA

Confidential 20

09/28/2006 - $404 million raised in an initial public offering

03/13/2007 - $476 million offered via a secondary offering

Case Study: Bare Escentuals

Transaction Overview:In 2006, with the capital markets heading to new highs for consumer products stocks and backed by the category-leading growth of the company, Bare Escentuals’ owners, Berkshire Partners and JH Partners, wanted to pursue an initial public offering of the companyThe BARE IPO represented the first time a leading beauty company had gone public since Estee Lauder almost a decade earlier (1995)The company’s lead bankers had also received a significant amount of interest in acquiring the company from strategic buyers; however, the significantly higher valuation afforded by the equity markets at the time dictated that the company pursue an initial public offering

Transaction Process Overview:Worked with the financial sponsors, management and Board of Directors to consummate a successful IPO and a subsequent follow-on offering

Key Terms of the IPO:Successfully priced an upsized $405 million IPO on 09/28/2006Priced the deal at $22.00, or 38% above the top of its initial filing range of $15.00-$17.00Post deal market cap: $1.9 billion

Key Terms of the Follow-On:Successfully raised $476 million via a secondary offering on 03/13/2007; all secondary share offeringPriced the deal at $34.50, or 38% above the top of its initial filing range of $15.00-$17.00

Bare Escentuals Overview:Bare Escentuals is one of the fastest growing premium cosmetic companies and both a pioneer and a leader in the mineral-based cosmetic marketThe company develops, markets and sells cosmetics, skin care, and body care products under its bareMinerals, bareVitamins, RareMinerals, i.d. and Bare Escentuals brands, and professional skin care products under its md formulations brand


Confidential 21

Case Study: Gilchrist & Soames

Transaction Overview:In 2006, Gilchrist & Soames’ owners, E&A Industries, wanted to monetize their almost 10-year investment in the business

Transaction Process Overview:Worked with E&A and company management to pursue a sale broad sale process aimed at maximizing value for the shareholdersContacted over 100 parties, both strategic and financial, over the course of several monthsReceived a number of proposals from financial sponsors which varied widely in price and termsInvited nine parties to meet management and conduct due diligence investigationsAt signing in late 2006 a due diligence issue arose that tabled discussions for a number of months; restarted the process in early 2007 by contacting a select group of potentially interested partiesDuration: ~6 months from start to initial transaction (~18 months from start to final transaction)

Key Terms of Transaction:Successful sale of the company to Swander Pace Capital at ~8x LTM EBITDAE&A monetized all of its holdings at a strong valuation; the management team remained in place under new ownership and a new incentive-based compensation structure

Gilchrist & Soames OverviewGilchrist & Soames is based in Indianapolis, Indiana, and is a leading designer and marketer of fine English toiletries, as well as amenity solutions, to luxury hotels and resorts worldwide. The company offers both stock and custom collections to customers in primarily upper 3-, 4- and 5-star hotels and resorts worldwide.

Swander Pace Capital Overview:Swander Pace Capital is a leading private equity firm specializing in buyouts of growth-oriented, lower middle-market consumer products companies based in North America

has been acquired by

$68,000,000


Confidential 22

Case Study: Ulta Salon, Cosmetics & Fragrance, Inc.

10/30/2007$154 initial public offering

Transaction Overview:With robust capital markets, a strong economic climate, and consistent strong performance, ULTA had numerous tailwinds when the Company began the IPO process in early 2007The offering was well received as investors focused on the potential for significant store expansion, ULTA’s demonstrated ability to execute, its consistent comparable store sales growth and the attractiveness of industry dynamics (beauty channel shift from department stores)ULTA was owned by private equity firms GRP, Doublemousse, Oak Investment Partners and Credit SuisseShares traded up significantly through the end of October, trading up as high as $35.00 per share before falling back to the mid-$20.00 range when the broader equity market began to fall in November 2007

Transaction Process Overview:Worked with the Board of Directors and management to access the capital markets through an initial public offering of common shares

Key Terms of the IPO:Successfully priced a $154 million IPO on October 30, 2007 Priced the deal at $18.00, above its initial filing range of $14.00 – $16.0090% primary proceeds to the Company, 10% secondary proceeds to selling shareholdersNet proceeds were used to pay $93 million of preferred dividends in arrears, $5 million for redemption of series III preferred shares and the remainder to repay debt

ULTA Overview:ULTA is the largest beauty retailer providing one-stop shopping for prestige, mass and salon products and salon services in the United StatesThe Company focuses on providing affordable indulgence by combining the product breadth, value and convenience of a beauty superstore with the distinctive environment and experience of a specialty retailerULTA is differentiated by its broad selection of merchandise across categories, price points and brands in one retail format offers a unique shopping experience for a broad customer base


Confidential 23

Case Study: Physicians Formula

11/08/2006 - $146 million raised in an initial public offering

03/30/2007 - $105 million offered via a secondary offering

Transaction Overview:Backed by robust capital markets, strong growth in the Physicians Formula business and good forward visibility on new chain, door and SKU growth the company began to evaluate an initial public offeringIn late 2006, the company’s management team and owners, Summit Partners, saw the successful pricing and performance of Bare EscentualsThe company had also in 2005/2006 executed an M&A process, which yielded interested parties, but was not successful in achieving the valuations afforded by the public markets

Transaction Process Overview:Worked with the financial sponsor, management team and the Board of Directors to consummate a successful IPO and a subsequent follow-on offering

Key Terms of the IPO:Successfully priced an upsized $146 million IPO on 11/08/2006Priced the deal at $17.00, or the top of its initial filing range of $15.00-$17.00

Key Terms of the Follow-On:Successfully raised $105 million via a secondary offering on 03/30/2007 100% secondary share offering

Physicians Formula Overview:Physicians Formula is one of the fastest growing cosmetics companies in the mass market prestige, or “masstige” market, distributing its products to various retailers in the food retail, drug chain, mass volume, specialty retail, and wholesale channelsThe company differentiates itself by addressing skin imperfections through a problem-solving or solutions-based approach, offering face powders, bronzers, concealers, blushes, foundations, eye shadows, eye liners, brow makeup, and mascaras


Confidential 24

Case Study: Golf Galaxy

Transaction Overview:In April 2007, Golf Galaxy was evaluating a potential follow-on offering and was preparing preliminary offering documents with the SECUnaware of the pending offering, Dick’s Sporting Goods made an unsolicited offer to acquire the Company in an all-cash transactionAfter a few weeks of discussion and negotiation the deal fell through due to valuation issues—the broader consumer and retail markets had experienced a substantial correctionIn fall of 2007, Dick’s once again approached the company and discussions began toward consummation of a potential transaction

Transaction Process Overview:We worked with management and Board of Directors in evaluating their strategic alternatives, including a potential follow-on offeringIt was decided that, due to the high premium and the ability of Dick’s to close a transaction quickly (no financing contingency), management, in tandem with its advisors should pursue a potential combination with Dick’sNegotiated a “go-shop” provision in the transaction that allowed us to speak to a number of parties post the signing and announcement of the transactionNo interested parties emerged during the go-shop period

Key Terms of Transaction:Acquisition of Golf Galaxy at $18.82 per share, implied a premium of 19% and an ~11.9x LTM EBITDA multipleKey to the transaction was the continuing management of the key founders—Randy Zanatta and Greg MaanumThe transaction was announced as accretive to Dick’s 2007E earnings

Golf Galaxy Overview:Founded in 1995 and headquartered in Minnesota, Golf Galaxy operates 79 golf specialty stores in 29 statesThe Company offers a wide range of branded golf equipment, apparel and accessories, including, GPS/range finders, golf wear products and accessories, as well as PGA professional instruction

Dick’s Sporting Goods Overview:Dick’s Sporting Goods, Inc. is an authentic full-line sporting goods retailer offering a broad assortment of brand name sporting goods equipment, apparel, and footwear in a specialty store environment


$228,000,000

Confidential 25

Case Study: Blu Dot

Transaction Overview:In 2007, the founders of Blu Dot—John Christakos, Maurice Blanks and Charlie Lazor—were looking to find an institutional partner to share in their vision and growth planThe founders desire was to secure growth equity capital to further build out the company’s branded products division, with a potential future goal of building out a Blu Dot retail footprintThe founders were also looking to monetize some of their hard work over the previous decade—i.e.: take some money off the table and diversify their personal financial riskThe preferred transaction was a minority recapitalization, but the founders also wanted to explore the full sale alternative

Transaction Process Overview:Worked with management & the company to pursue a dual-track processContacted over 100 parties, both strategic and financial


$31,000,000

Received a number of proposals which varied in price and terms; garnered both strategic and financial interestDuration: ~6 months from start to closing of a transaction (~12 months from initial discussions)

Key Terms of Transaction:Successful minority recapitalization at ~7x LTM EBITDAFounders monetized a portion of their holdings at a strong valuation and maintained control of the company—key to the success of the transaction was the continuing ownership and management of the foundersSecured growth capital for founders, while retaining a “second bite at the apple” with continued ownership

Blu Dot OverviewFounded in 1997, Blu Dot is a Minneapolis, Minnesota based designer and marketer of modern furnitureFounders, John Christakos, Charlie Lazor and Maurice Blanks, established the company to bring modern furniture to a wider number of people—good design for the masses

CHB Overview:Denver, Colorado based private equity firm formed to provide closely held and family owned businesses with the equity capital and expertise required for ownership transitions and sustained growthStrong experience in branded consumer products across a number of industries


Confidential 26

Case Study: Chatham Village Foods


Transaction Overview:Chatham Village Foods’ founder and venture capital owners were interested in evaluating strategic and financial options for the companyAfter a number of strategic discussions it was decided that the company would explore the sale opportunity, whereby shareholders would achieve full realization on their investment in the Company

Transaction Process Overview:Worked with Company management and the Board of Directors as an advisor on a broad sell-side engagementContacted 75+ parties, both strategic and financial and received indications of interest from more than 10 interested groups; valuation and terms varied widely among the various biddersSeven groups were invited to management presentations, out of which one was selected to perform final due diligence and consummate the transaction

Key Terms of Transaction:Successful sale of the Company at a very attractive valuation in approximately 6 months time from initial meetings to closing of a transaction

Chatham Village Foods Overview:Chatham Village Foods was Founded by Steve Bernard in 1990 as a manufacturer and marketer of natural, better-for-you premium croutons, bread crisps and stuffing. Chatham Village was a pioneer in distribution, being one of the first consumer packaged goods companies to distribute shelf-stable products in the produce department via wooden racks. Steve Bernard also founded Cape Cod Potato Chips, which he sold to and bought back from Eagle Snacks, as well as Late July Snacks, which he co-founded with his daughter

Lancaster Colony Overview:Lancaster Colony Corporation engages in the manufacture and marketing of consumer products in the United States. The company operates in two segments: Specialty Foods, and Glassware and Candles. The Specialty Foods segment includes brands such as T. Marzetti, Cardini’s, Pfeiffer, Girard’s and Texas Toast

$30,000,000


http://www.lancastercolony.com/

Confidential 27

Has been acquired in a “going-private” transaction backed by

Case Study: Dave & Buster’s

$375,000,000Transaction Overview:

In late 2005, Dave and Buster’s received an unsolicited offer to buy the company in a “going-private” transaction

Transaction Process Overview:Worked with company to evaluate its strategic alternatives, vis-à-vis the unsolicited offer to acquire the company

Key Terms of Transaction:Advised the company as it evaluated the offer and ultimately consummated a transaction at $18.05 per share in cash to DAB shareholders financed by new equity

$53 million in a new senior credit facility$175 million in 11.25% senior notes

Dave and Buster’s Overview:Founded in 1982, Dave & Buster’s (“DAB”) is a leading operator of large-format, high-volume restaurant / entertainment complexes

Headquartered in Dallas, TexasOperates 48 current locationsCaters to adults and their familiesOffers high quality food and a wide variety of games

Wellspring Capital Management Overview:Founded in 1995, Wellspring Capital Management is a leading middle-market private equity firm that manages more than $2 billion of private equity capital


Confidential 28

Case Study: Cornerstone Brands



Cornerstone’s private equity owners were interested in evaluating a realization of their investment in the CompanyLooking to take advantage of the high EBITDA multiples being paid for consumer companies at the time

Transaction Process Overview:Worked with the Company as an advisor on a sell-side engagement

Key Terms of Transaction:Successful sale of the Company at a very attractive valuation of ~12x LTM EBITDA

Cornerstone Overview:Founded in 1995, Cornerstone Brands is a family of leading catalog companies for the home, leisure and casual apparel segments

The Company’s primary brands include:Ballard Designs (home furnishings)Frontgate (home furnishings and leisure)Garnet Hill (home furnishings and casual apparel)Smith + Noble (window treatment)The Territory Ahead (casual apparel)TravelSmith (casual apparel)

IAC Overview:IAC is a leading internet company with more than 35 fast-growing, highly-related brands serving loyal consumer audiences; with more than 168 million unique visitors across 40 countries, IAC’s network of sites would rank as the 8th largest in the world


Confidential 29

Case Study: Maxwell Shoe Company


Transaction Overview:In February 2004, seeking to consolidate its holdings by acquiring the rights to the Anne Klein license from its licensee, Maxwell Shoe Company, Jones Apparel initiated a hostile takeover for the company through the issue of a “bear hug” letter and an offer of $20.00 per shareThe Board of Directors of Maxwell Shoe quickly rejected the offer, saying it was too low and undervalued the companyFrustrated that it wasn’t getting the attention it deserved, Jones launched a tender offer at the same $20.00 per shareAfter initial discussions fell apart over value and with a low amount of shares tendered after three months of an open tender offer, Jones increased its offer to $22.50 per share and hosted a conference call to discuss the proposalThe Maxwell Shoe Board rejected the revised offer as inadequate as it announced record growth in earnings and profitabilityAfter weeks of protracted negotiations and posturing, Jones agreed to increase its bid to $23.25 per share and the Maxwell Shoe Board agreed to recommend the offer to shareholdersThis implied an LTM EBITDA multiple of approximately 9.0x

Maxwell Shoe Company Overview:Maxwell Show Company is a designer, developer, and marketer of casual and dress footwear for women and children under multiple brand names, including AK Anne Klein, Dockers Footwear for Women, J.G. Hook, Joan & David, Mootsies Tootsies and Sam & Libby. The Company sold its shoes primarily through department stores and specialty stores in the U.S., and also manufactured private label footwear for certain retailers

Jones Apparel Group Overview:Jones Apparel Group is a leading designer, marketer and wholesaler of branded apparel, footwear and accessories, as well as an operator of its owned specialty and value-based retail banners. Major brands include Jones New York, Nine West, Anne Klein, Gloria Vanderbilt, Kasper, Bandolino, Easy Spirit, Evan-Picone, l.e.i., Energie, Enzo Angiolini, Joan & David, Mootsies Tootsies, Sam & Libby, Napier, Judith Jack, Albert Nipon and Le Suit.

$386,000,000


Confidential 30

Case Study: Everlast Worldwide

has been acquired by Brands Holdings Limited, a

subsidiary of


On file with the SEC to complete a follow-on equity offering, Everlast Worldwide received an inbound unsolicited offer for the CompanyThe Company and Board of Directors needed an advisor to partner with them on a strategic defense assignment

Transaction Process Overview:Worked with company management and the Board of Directors to evaluate its strategic alternatives, vis-à-vis an unsolicited offer to acquire the CompanySpoke to over 60 parties and received multiple bids for the Company

Key Terms of Transaction:Successful sale of the Company to a division of a large UK branded products company and retailer, Sports Direct International plc, at an attractive valuation of ~17x LTM EBITDA

Everlast OverviewFounded in 1910, Everlast Worldwide is a leading designer, manufacturer and marketer of boxing and fitness related sporting goods equipment under the well-recognized Everlast brand name

Sports Direct Overview:Sports Direct is the UK’s leading sports retailer by revenue and operating profit, and the owner of a significant number of internationally recognized sports and leisure brands


Confidential 31

Everlast Worldwide: The Main Participants

Everlast Worldwide Inc. is a leading designer, manufacturer and marketer of boxing and fitness related sporting goods equipment under the well-recognized Everlast brand name and a worldwide licensor of the Everlast brand for apparel, footwear, sporting goods equipment and other active lifestyle products and accessories. Since 1910, Everlast has been the preeminent brand in the world of boxing and among the most recognized brands in the overall sporting goods and apparel industries

The Hidary Group is a New York-based family office investor group The firm's portfolio consists of companies in various industries, including consumer goods, real estate, technology and financial servicesM.Hidary is an affiliate of the Hidary Group and is a sublicensee of Everlast’s U.S. Men’s apparel licensee

Ultimate Acquiror: Brands Holdings LimitedInitial Transaction: The Hidary Group

Brands Holdings Limited is a wholly-owned subsidiary of Sports Direct International plc, a $2.6 billion public sports retailer based in the UK and the owner of several internationally recognized sports and leisure brandsSports Direct International plc provides sports apparel and equipment through the following brands:

Target: Everlast Worldwide Inc.

AntiguaCarltonDonnayDunlop

KangolKarrimorLilywhites


Confidential 32

Everlast Worldwide: Situation Overview

In early 2007, Everlast Worldwide Inc. (“Everlast” or the “Company”) was planning to do a $40 million follow-on equity offering to secure capital to execute on its global brand strategy, pay down debt and increase its liquidity

Filed with the SEC on March 22Received initial comments on April 20SEC response expected week of April 23

On April 26, Everlast received an unsolicited acquisition proposal from The Hidary Group (“Hidary”) to acquire all of the stock of the Company for an implied range of $21.40 to $23.27 per share

Board met to discuss the offerResponded to Hidary that the Company was “not for sale”

On May 1, Everlast received a revised per share value of $24.96 to $25.90Everlast engaged its exclusive financial advisor to work with the Company and its legal advisors to evaluate the proposal

From May 3 to June 29 the advisory team worked with the Company and is legal advisors to evaluate its alternatives, including:

Continued evaluation of the potential follow on offeringEvaluation and negotiation of the Hidary offer that resulted in a transaction being announced on June 1, 2007 at $26.50 per share, or 14x LTM EBITDAConducting of a “go shop” post the announcement of the Hidary transaction that surfaced another interested party, Brands Holdings Limited (”Brands Holdings”), and resulted in a superior offer $30.00 per share, or 16.1x LTM EBITDAEntertaining a “bidding war” between Hidary and Brands Holdings that was ultimately won by Brands Holdings and ended in a transaction at $33.00 per share, or 17.5x LTM EBITDA


Confidential 33

Everlast Worldwide: Timetable of Events

(1) Refer to definitive proxy statement dated August 16, 2007 for complete detail regarding the background to the transaction.

August 3

contacted potential purchasers that might be interested in acquiring EVST.

• April 26 • The Hidary Group initially submits letter of intent regarding the purchase of Everlast at a purchase price ranging from approximately $21.72 to 23.76 per share.

• April 27 • Board of Directors determined that EVST was not for sale at the time and tha t the purchase price range proposed on behalf of the Hidary Group would be inadequate.

• May 1 • EVST received a revised letter of intent from the Hidary Group with an increased price ranging from approximately $24.50 to $25.50 per share.

• May 1 –30

• Negotiations commenced regarding a potential acquisition of EVST by the Hidary Group. Several meetings with various financing sources and business advisors in conjunction with the Hidary Group were held.

• May 30 • Hidary Group increased its offer to a price of $26 .30 per share.• June 1 • Major deal terms were finalized. Transaction was announced at a price of $26.50.• June 1 - 30 • Began “go- shop” period in which the advisors Advisors

identified and contacted a broad list of 31 potential strategic purchasers in the apparel, footwear, sporting goods and branded consumer goods manufacturing and retail industries.

• Additionally contacted 25 financial buyers that it believed could be interested in ac quiring EVST based on the size and focus of their funds, past and present portfolio companies, as well as EVST’s business model, financial characteristics and industry focus.

• June 8 • EVST received a letter from Brand Holdings its intention to offer to purc hase the Company. No confidentiality agreement was signed and the Brand Holdings solely relied on publicly available information in its assessment.

• June 18 • Following a management presentation of publicly available information to Brand Holdings, Brand H oldings expressed a desire to make a superior proposal on essentially the same terms as the Prior Merger Agreement.

• June 21 • EVST received a revised offer letter and draft Merger Agreement from Brand Holdings, which offer included a price per share of $30.00.

• June 29 • Hidary Group Acquisitions, LLC, increasing their offer to $31.25 per share and providing for the right of all EVST stockholders to elect to rollover up to 50.0% of their shares into equity interests in the new acquisition vehicle of Hidary Gro up Acquisitions, LLC.

• June 29 • Brand Holdings increased their offer to $33.00 per share with a corresponding proportionate increase in the fee and expense provisions in the Merger Agreement.

• June 29 • EVST board of directors determined that Brand Holdings’ cash offer of $33.00 per share was better than an offer of $31.25 per share in cash from the Hidary Group which remained subject to financing letters containing financing contingencies, and included a rollover option that was devoid of key details which precluded a meaningful evaluation of the value of such rollover option.

• June 1 – • Number of legal actions by Hidary Group and shareholders were in progress against EVST, the board and selected members of management and Brand Holdings.

• August 3 • A settlement agreement was agreed upon between the Hidary Group, EVST and Brand Holdings.• August 16 • A settlement agreement was agreed upon between shareholders and Brand Holdings/EVST.• Sept. 19 • Special meeting of stockholders to be held to vote to adopt t he Agreement and Plan of Merger with Brand Holdings


Confidential 34

Everlast Worldwide: Valuation

Everlast was acquired by Brands Holdings at a premium of 42.6% to its closing stock price prior to announcement and a 17.5x LTM EBITDA multiple

Initial transaction with The Hidary Group was announced on June 1, 2007:$26.50 per share

Transaction value of $146.0 million

Implied premium of 14.5%

EV / LTM Revenue: 2.7x

EV / LTM EBITDA: 14.0x

Final transaction with Brands Holdings Limited was announced on June 29, 2007:$33.00 per share

Transaction value of $182.3 million

Implied premium of 42.6% (based on closing price prior to announcement of Hidary transaction)

Increase of 24.5% over initial Hidary offer

EV / LTM Revenue: 3.4x


Confidential 35

Everlast Worldwide: Stock Price Reaction

9/20/2006 10/23/2006 11/24/2006 12/29/2006 2/1/2007 3/6/2007 4/9/2007 5/11/2007 6/15/2007 7/18/2007 8/21/2007 9/24/2007

$6

$8

$10

$12

$14

$16

$18

$20

$22

$24

$26

$28

$30

$32

$34

$36

$38

$40

0

100

200

300

400

500

600

700

800

900

1,000

6/28/07: Announced superior proposal from Brand Holdings at

$30.00 per share

5/31/07: Announced transaction with the Hidary Group at $26.50 per share

with a 30-day go-shop period

6/28/07: Received counter-offer from the Hidary Group on June 28,

2007 for $31.25 per share

6/29/07: Brand Holdings offer price increased to $33.00 per share

06/04/07: Aquamarine Capital issues press release claiming

Hidary offer undervalues Company

08/03/07: Settlement of lawsuit with Hidary Group07/12/07: Hidary Group

files lawsuit against Company for breach of

buyout agreement

9/20/07: Brands Holdings completes acquisition for

$33.00 per share

7/13/07: Aquamarine Capital urges Company to re-enter negotiations with Hidary

7/25/07: 14.3% Holder Burlingame expresses preference for Hidary offer

Brand HoldingsStock Price Premium $33.00As of 05/31/07 $23.15 42.5%1-Month Average $20.35 62.1%3-Month Average $19.47 69.5%6-Month Average $18.58 77.6%52-Week High $23.21 42.2%52-Week Low $11.30 192.0%


Confidential 36

Everlast Worldwide: Key Issues / Take-Aways

An Unsolicited OfferHidary offer was unsolicited and demanded a swift responseKey to beginning discussions were the “not for sale” speech and a confidentiality agreement with a strong standstill agreement

Structure: Tender Offer versus MergerHad a number of different discussions regarding the structure of the transactionMain issue was speed to close, which favored the tender; however, the merger structure was chosen due to financing considerations and it allowed Board of Directors to conduct a market check through a go-shopExtensive discussions with Delaware counsel

The “Go-Shop” ProvisionNegotiated a 30-day, broad go-shop, under which the numbers of parties was not limited, and a tiered break-up feeA properly structured go-shop can allow the Board to fulfill its fiduciary duties through a post-signing market checkCan lead to the receipt of a superior proposal, as it did in this case

A Superior Proposal – at a Lower Nominal ValueThree parties expressed interest, one executed a confidentiality agreement, one met with management and ultimately submitted a proposalProposal of $30.00 was deemed superior due to certainty of closure to counter-offer of $30.50 by the Board of directors and Hidary was notifiedRequired hiring of Delaware counselEverlast paid the $3MM break-up fee, terminated the Hidary agreement and entered agreement with Brands Holdings


Confidential 37

Everlast Worldwide: Key Issues / Take-Aways

Activist ShareholdersTwo major shareholders issued press releases chastising the Company and the Board of Directors for accepting the initial Hidary offer

Pressured the Company to build a strong transaction record and obtain the highest and best price for the Company

Same two shareholders joined the Hidary group and were publicly vocal against the Brands Holdings offer

Shareholder LawsuitsTwo lawsuits were filed claiming that the board of Directors did not adequately fulfill its fiduciary obligations

Hidary filed a lawsuit in Delaware to enjoin the merger with Brands Holdings

The “Jilted” Suitor Turns HostileHidary group unhappy with Board’s decision to deem the Brands Holdings offer superior and would not accept delivery of break-up fee

Contacted Brands Holdings in an attempt to participate with Brands holdings or get financial compensation—Hidary was rebuffed

Issued public statements and sent letters to the Board and advisors outlining why they believed their offer to be superior

Filed lawsuit in Delaware to enjoin the merger

Ultimately withdrew lawsuit (weak case against a strong record) on legal counsel’s advice

Everlast released Hidary from standstill allowing them another opportunity to make a superior proposal


Confidential 38

Case Study: Sears / Kmart

Transaction Overview:On November 17, 2004, Kmart Holding Corp. (“Kmart”) and Sears, Roebuck and Co. (“Sears”) announced the signing of a definitive agreement to combine Sears and Kmart to create one of the largest retail companies in the United States

Valued Sears at $14.5 billion (including $3.6 million of debt)Second largest retailer at 3,400 retail locationsThird largest retailer with approximately $57 billion in revenues

The combined company was renamed Sears Holdings Corp., although each brand continued to operate under its own name

Transaction Process Overview:Worked with Kmart and its board of Directors to consummate a merger with SearsPerformed separate valuation analyses including valuation of theCompany’s Land Ends, Kenmore, Diehard and Craftsman Brands. Also evaluated the divestiture of Sears Canada and Orchard Supply Hardware (in which Sears subsequently sold a minority stake to Ares Management) and performed real estate portfolio analyses to evaluate underlying asset value of extensive real estate portfolio

Key Terms of Transaction:After analyzing potential divestitures, Kmart elected to keep all brands under the Sears umbrella at the time of the transaction close

Sears Holding Corp. Overview:Holding company created through the merger of two large mass retailersKmart Holding Corporation and its subsidiaries offer customers quality products through a portfolio of exclusive brands that include Thalia Sodi, Jaclyn Smith, Joe Boxer, Martha Stewart Everyday and Route 66Sears, Roebuck and Co. is a leading broadline retailer providing merchandise and related services with the following proprietary brands—Land’s End, Orchard Supply Hardware, Kenmore, Diehard and Craftsman Brands

has merged with

$15,000,000,000


Confidential 39

Case Study: Sears / Kmart (cont’d)

Blended value of cash / stock offer: $50.34

Implied Sears LTM EBITDA multiple: 7.3x

Implied premium to close on 11/16/04: 11.4%

Implied premium to 30-day average price: 31.7%Reflects lower share price prior to the 11/5/04 announcement of Vornado’s stake in Sears

Equity market reacted very favorably to the transaction, bidding up both Sears and Kmart stock on the day of announcement (11/17/04)

Sears stock closed at $52.99, up 17.2%Kmart stock closed at $109.00, up 7.7%

The combination was achieved through a holding company structure (under §351) – a “double dummy” transaction

Ensured that stock component of consideration was to be tax-free to Sears shareholdersAllowed for survival of the Sears legal entity

Sears Holdings acted as the holding company for the Sears and Kmart businesses, which were expected to continue to operate separately under their respective brand names

It was expected that over time, a significant number of Kmart off-mall stores would be converted to Sears

100%

Shareholders ofKmart Holding

Corp.

Shareholders of Sears, Roebuck

&Co.

Sears Holdings

Kmart HoldingCorp

Sears, Roebuck& Co.

~36.8%~63.2%

Pro Forma Company Structure

Valuation Statistics (as of prior close) Equity Market Reaction


Confidential 40

Agenda




IV M&A Deal Studies


Confidential 41

Diamond Foods / Kettle Foods Case Study

Financial Summary ($mm, unless otherwise noted)Announcement Date February 25, 2010

Equity Value $350.2Add: Net Debt Assumed 264.8 Enterprise Value $615.0

Enterprise Value / LTM Sales 2.5xEnterprise Value / LTM EBITDA 11.5xPrice / LTM Earnings n/m

Accretion / Dilution – All Cash DealFY1 Accretion / Dilution - $ $0.15 FY1 Accretion / Dilution - % 8.2%

Accretion / Dilution – Cash & Stock Deal1

FY1 Accretion / Dilution - $ ($0.10) FY1 Accretion / Dilution - % (5.4% )

Key Terms Summary ($mm, unless otherwise noted)Transaction Type Stock PurchaseTransaction Attitude FriendlyTax Attributes Fully TaxableConsideration - Cash / Stock % 100 / 0Stock Consideration Details N/AFinancing Contingency NoEmployment Agreements NoBreak-Up Fee $0.0

% Equity Value 0.0%% Enterprise Value 0.0%

Reverse Termination Fee $0.0 % Equity Value 0.0%% Enterprise Value 0.0%

Go-shop Provision NoDuration (months) N/ATiered Break-Up Fee N/ATop-Up Option N/AMinimum Condition N/A

Sources: Company reports, public filings, Bloomberg, Factset, Presidio estimatesNote: Accretion / Dilution based on the change from consensus EPS estimates on the day before announcement1 Consideration to Kettle Foods shareholders is all cash; this scenario reflects the effects of a potential stock issuance used by Diamond Foods to fund the acquisition

M&A Deal Studies

Confidential 42

Diamond Foods / Kettle Foods Case Study (cont’d)

Announcement Date: February 25, 2010

Effective Date: Pending

Proposed Transaction: Acquisition of 100% of the outstanding capital stock of Lion/Stove Luxemburg Investment S.a.r.l. (parent company of all US and UK Kettle operating entities) and all outstanding convertible preferred equity certificates (“CPECs”), which are being redeemed at face value

Total Consideration: 100% cash consideration of approximately $350 million ($615 million Enterprise Value less $265 million Net Debt at 1/31/2010) with standard working capital adjustment

Financing: Diamond Foods (“Diamond” or “DMND”) will finance the transaction with a newly secured $600 million credit facility, a ~$150 million equity offering and cash on hand

Timing: Closing should occur prior to April 30, 2010, and if DMND raises $150 million of equity prior to March 30, 2010, then Closing should occur prior to March 31, 2010

Drop Dead Date: None

Tax Treatment: Transaction will be taxable to Kettle Shareholders

Material Adverse Effect: None

Reps & Warranties: Light warranties from all parties. Diamond warrants that it will have sufficient funds to satisfy its obligations under the Agreement

Specific Performance: Diamond unconditionally and irrevocably guarantees payment and specific performance without condition, set-off or counterclaim

Indemnity: Diamond is indemnified for claims served in writing on or before the first anniversary of the Closing Date. The Seller’s aggregate liability is capped at the total consideration received by the Seller under the Agreement

Covenants: Includes interim business conduct provisions for Kettle including ordinary course operations, stock issuance, indebtedness, changes in accounting principles, employment arrangements and other items

Non-Solicitation/Fiduciary Out: Standard non-solicitation

Break-Up Fee: None

Seller Price Protection: If Diamond accepts an offer from a third party within six months of the Closing Date to sell all or a portion of the Company securities at a price higher than the price per share paid under this Agreement, Diamond must pay an amount equal to the excess price per share times the number of shares sold to the third party

Key Terms of the Stock Purchase Agreement

M&A Deal Studies

Confidential 43


Credit Facilities: $400 million Term Loan$200 million Revolver (expected $174 million drawn at closing of Kettle Foods acquisition)

Maturity: February 25, 2015

Collateral: Secured by substantially all assets with subsidiary guarantees and cross-default provisions.Collateral may be released if (i) there has been no Default, (ii) Consolidated Leverage Ratio has been at or below 2.50x for at least two consecutive quarters and (iii) less than $100 million of the Term Loan remains outstanding

Pricing: Base Rate (highest of (i) Fed Funds Rate + 50 bps, (ii) Prime Rate, and (iii) LIBOR + 100 bps) + Applicable Rate (sliding scale from 125 bps to 250 bps based on the Leverage Ratio)

Fees: Commitment Fee: Sliding scale from 37.5 bps to 50 bps based on the Leverage RatioTicking Fee: 50 bps on the Aggregate Commitment ($600 million)Arrangement and administrative agency fees

Prepayments: Optional: Pre-payable at any time prior to maturity without premium or penaltyMandatory: Excess cash flow recapture and proceeds from asset sales, equity issuances, indebtedness and any other extraordinary receipt of cash

Term Loan Repayment: Quarterly principal payments of $10 million with a $210 million bullet at Maturity

Affirmative Covenants: Standard affirmative covenants, including reporting, notices, maintenance of properties and insurance, compliance, use of proceeds, guarantee and security and others

Negative Covenants: Standard negative covenants with a $25 million new indebtedness bucket, a $10 million restricted payments bucket (See next page for Financial Covenants)

Permitted Acquisitions: Total consideration paid for acquisitions in each four quarter period must not exceed 50% of Consolidated Excess Cash Flow (used for excess cash flow recapture) and there shall be at least $50 million of availability under the Revolver after making any acquisition

Key Terms of Diamond’s Credit Agreement

M&A Deal Studies

Confidential 44


Financial Covenants: Consolidated Leverage Ratio, defined as Debt / EBITDA, based on the following schedule:

Date Max RatioFunding – April 2011 4.75xApril 2011 – April 2012 4.25xApril 2012 – April 2013 3.75xApril 2013 – April 2014 3.50xApril 2014 – Maturity 3.25x

Consolidated Fixed Charge Coverage Ratio, defined as (i) EBITDA less (ii) capex and (iii) cash taxes divided by the sum of (i) interest expense, (ii) debt principal payments and (iii) Restricted Payments, based on the following schedule:

Date Max RatioFunding – October 2012 1.10xOctober 2012 – October 2013 1.20xOctober 3012 – Maturity 1.25x

Key Terms of Diamond’s Credit Agreement (cont’d)

M&A Deal Studies

Confidential 45

Shiseido / Bare Escentuals Case Study

Financial Summary ($mm unless otherwise noted)Announcement Date January 14, 2010Close Date Pending

Offer Price/Share $18.20 % premium to Pre-Announcement Price 39.9% % premium to 52-wk High 22.4%

FD Shares Outstanding (millions) 95.585 Equity Value $1,739.6 Add: Net Debt Assumed 132.0 Enterprise Value $1,871.6

Enterprise Value / LTM Sales 3.5xEnterprise Value / LTM EBITDA 11.5xPrice / LTM Earnings 20.8x

Accretion / Dilution – Accrual EPSFY1 Accretion / Dilution - $ ¥5.41 FY1 Accretion / Dilution - % 7.6% FY2 Accretion / Dilution - $ ¥ 7.09 FY2 Accretion / Dilution - % 9.6%

Accretion / Dilution – Cash EPSFY1 Accretion / Dilution - $ ¥ 18.36 FY1 Accretion / Dilution - % 25.7% FY2 Accretion / Dilution - $ ¥ 20.04 FY2 Accretion / Dilution - % 27.0%

Key Terms Summary ($mm unless otherwise noted)Transaction Type Stock PurchaseTransaction Attitude Friendly TenderTax Attributes Fully TaxableConsideration - Cash / Stock % 100 / 0Stock Consideration Details N/AFinancing Contingency NoEmployment Agreements YesBreak-Up Fee $43.5mm


Reverse Termination Fee $0.0% Equity Value 0.0%% Enterprise Value 0.0%

Go-shop Provision NoDuration (months) N/ATiered Break-Up Fee NoTop-Up Option YesMinimum Condition 50.0%

Sources: Company reports, public filings, Bloomberg, FactsetNote: Assumes 20 year amortization of Goodwill

Assumes 100% of cash proceeds financed with debtAccretion / Dilution based on changes from IBES EPS Estimates

M&A Deal Studies

Confidential 46

Shiseido / Bare Escentuals Case Study (cont’d)

Announcement Date: January 14, 2010


Proposed Transaction: Acquisition of 100% of the outstanding capital stock of Bare Escentuals, Inc. (“BARE”) for $18.20 per share via an all-cash tender offer; implies a 39.9% premium to BARE’s closing price on January 13, 2009, the last trading date prior to announcement

Total Consideration: 100% cash consideration of approximately $1.7 billion; implies $1.9 billion in enterprise value, assuming cash of $98.7 million and debt of $230.7 million

Timing: Tender offer to commence 10 days post signing of the transaction (1/25/2010) and be open for 30 days (until 3/8/2010)

Drop Dead Date: May 31, 2010

Tax Treatment: Transaction will be taxable to BARE’s shareholders

Material Adverse Effect: Any change, event, circumstance or occurrence that (a) is or is reasonably likely to be materially adverse to the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole or (b) would prevent or materially delay consummation by the Company of the transactions contemplated by the Merger Agreement or otherwise prevent or materially delay the Company from performing its obligations under the Merger Agreement.

BARE-specific exclusions include changes in the beauty or cosmetics industry, distributions channels in which the company operates, credit rating, stock price and/or trading volume

Other exclusions include acts of war or terrorism, natural disasters, changes in regulations, the signing of the agreement, unless, in certain cases, there is a disproportionate effect on BARE and its operations

Reps & Warranties: Both Shiseido and BARE made standard public company representations and warranties, largely qualified by MAE clauses and some knowledge qualifiers; Shiseido required to have financing in place at the time of initial expiration of the tender offer and at the effective date

Covenants: Includes interim business conduct provisions for BARE with regard to capital stock or other securities or rights, dividends, indebtedness ($1million per; $5 million aggregate), contracts, CAPEX, acquisitions (over $3 million), employment, accounting methods and other items

Summary of Key Terms

M&A Deal Studies

Confidential 47


Non-Solicitation: The Company has agreed that neither it nor any Subsidiary shall, directly or indirectly, through any officer, director, agent or otherwise, (i) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information other than in the ordinary course of business) any inquiries regarding, or the making of any proposal or offer (including any proposal or offer to the Company's stockholders) that constitutes, or could reasonably be expected to lead to, a Takeover Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding a Takeover Proposal or (iii) enter into any agreement or agreement in principle with respect to a Takeover Proposal

If at any time on or after the date of this Agreement and until the purchase of Shares by Merger Sub pursuant to the Offer, the Company or its Representatives receives an unsolicited, written, bona fide Takeover Proposal from any Person or group of Persons, which Takeover Proposal was made on or after the date of this Agreement and which did not arise or result from any breach of this Agreement, (i) the Company and its Representatives may contact such Person or group of persons to clarify the terms and conditions thereof and (ii) if the Board of Directors of the Company, or any committee thereof, determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Takeover Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, then the Company and its Representatives may (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Takeover Proposal; provided, that the Company shall promptly provide to Parent any material non-public information concerning the Company or its Subsidiaries that is made available to any such Person, which was not previously made available to Parent or its Representatives; and (B) engage in or otherwise participate in discussions and/or negotiations with the Person or group of Persons making such Takeover Proposal

Fiduciary Out: Standard fiduciary out in the event the Board receives a Takeover Proposal (threshold of 20%), deems it a Superior Proposal (threshold of 50%) and has notified Shiseido and complied with notice provisions

Conditions to Closing: Customary for a public merger; continued employment of Leslie Blodgett, BARE’s CEO

Summary of Key Terms (cont’d)

M&A Deal Studies

Confidential 48


Contribution Agreement: Leslie Blodgett agreed (i) not to tender or cause to be tendered in the Offer, any Shares, (ii) immediately following the acceptance of shares of Common Stock of the Company for payment pursuant to the Offer, to contribute 4,710,963 Shares (~84% of her holdings) to Holdings in exchange for membership interests in Blush Holdings and a cash distribution from Holdings, (iii) that the 889,728 Shares not contributed to Holdings will be converted into the merger consideration pursuant to the Merger, and (iv) to vote (a) against any action, agreement (other than the Merger Agreement and the transactions contemplated thereby) or proposal that would result in a breach of any representation or warranty, covenant or other obligation of the Company under the Merger Agreement or that reasonably would be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled and (b) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement that are voted on by the stockholders of the Company

In sum, Blodgett will receive cash of approximately $61.2 million for 60% of her total holdings and three (3) Class II Units; Shiseido will receive 100 Class I Units in Blush Holdings LLC, a subsidiary of Shiseido

This agreement was a condition precedent to entering into the Merger Agreement


M&A Deal Studies

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Blush Holdings LLC: Entity formed for the purposes of the Shiseido / BARE merger with ownership comprised of Shiseido (Managing Member with Class I shares) and Leslie Blodgett (Non-Managing Member with Class II shares)

Blush Holdings LLC agreement outlines the purpose of the entity in the transaction; ostensibly it allows for indirect and continued ownership by Leslie Blodgett in Shiseido for a large portion of her current ownership in BARE—approximately 40%

Liquidation of Blodgett’s Class II Units can occur under a number of scenarios from 2010 to 2012 as follows:

Automatic Redemption: Automatic annual redemption by Shiseido each year; Contribution Amount + annual 4% prorated return + Participation Amount (an additional amount equal to incremental EBITDA x Multiple x Ownership)

Accelerated Redemption: Blodgett discontinues employment event; Contribution Amount + annual 4% prorated return + Participation Amount (formula pro-rated to reflect change from Automatic Redemption)

Optional Redemption: Shiseido change of control event; Contribution Amount + annual 4% prorated return + Participation Amount (formula pro-rated to reflect change from Automatic Redemption)

Change of Control Redemption: Bare Escentuals change of control event; Greater of Accelerated Redemption price or a percentage of the aggregate consideration

EBITDA Threshold Amounts: Fiscal Year 2010: $170.5 million Fiscal Year 2011: $188.3 millionFiscal Year 2012: $195.7 million

Top-Up Option: Shiseido granted an irrevocable option that will allow the number of shares owned by it to be one share more than 90% of fully diluted shares outstanding

Break-Up Fee: $43,528,152 (2.3% of equity value and 2.5% of enterprise value) payable by BARE under certain circumstances

Options/Warrants: All options, restricted shares and any contingent rights to acquire or receive shares shall be cashed out at the transaction price, whether vested or unvested


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Sanofi-Aventis / Chattem Case Study

Financial Summary ($mm unless otherwise noted)Announcement Date December 21, 2009Close Date February 8, 2010

Offer Price/Share $93.50 % premium to Pre-Announcement Price 33.6% % premium to 52-wk High 30.0%

FD Shares Outstanding (millions) 19.850 Equity Value $1,856.0Add: Net Debt Assumed 365.0 Enterprise Value $2,221.0

Enterprise Value / LTM Sales 4.8xEnterprise Value / LTM EBITDA 13.3xPrice / LTM Earnings 29.4x

Accretion / Dilution – Accrual EPSFY1 Accretion / Dilution - $ $0.02 FY1 Accretion / Dilution - % 0.2% FY2 Accretion / Dilution - $ $0.02 FY2 Accretion / Dilution - % 0.3%

Accretion / Dilution – Cash EPSFY1 Accretion / Dilution - $ $0.03 FY1 Accretion / Dilution - % 0.4% FY2 Accretion / Dilution - $ $0.03 FY2 Accretion / Dilution - % 0.5%

Key Terms Summary ($mm unless otherwise noted)Transaction Type Stock PurchaseTransaction Attitude FriendlyTax Attributes Fully TaxableConsideration - Cash / Stock % 100 / 0Stock Consideration Details N/AFinancing Contingency NoEmployment Agreements YesBreak-Up Fee 64.6


Reverse Termination Fee $0.0 % Equity Value 0.0%% Enterprise Value 0.0%

Go-shop Provision NoDuration (months) N/ATiered Break-Up Fee NoTop-Up Option YesMinimum Condition 50.0%

Sources: Company reports, public filings, Bloomberg, FactsetNote: Assumes 15 year amortization

Assumes 100% of cash proceeds financed with debtAccretion / Dilution based on changes from IBES EPS Estimates

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Sanofi-Aventis / Chattem Case Study (cont’d)

Announcement Date: January 21, 2010


Proposed Transaction: Acquisition of 100% of the outstanding capital stock of Chattem, Inc (“CHTT”) for $93.50 per share via an all-cash tender offer; implies a 33.6% premium to CHTT’s closing price on January 18, 2009, the last trading date prior to announcement

Total Consideration: 100% cash consideration of approximately $1.9 billion; implies $2.2 billion in enterprise value, assuming net debt of $365 million

Timing: Tender offer to commence January 2010

Drop Dead Date: April 30, 2010

Tax Treatment: Transaction will be taxable to CHTT’s shareholders

Material Adverse Effect: Any change, effect, event, development, state of facts or occurrence that is or would reasonably be expected to be materially adverse to the business, assets, results of operations or financial condition of the Company and its Subsidiaries taken as a whole

CHTT-specific exclusions include changes in the industry, general market conditions and inability of CHTT to meet any internal or published financial projections, forecasts or earnings predictions for any period ending on or after the date of the agreement

Other exclusions include acts of war or terrorism, law or GAAP, natural disasters, changes in regulations, the signing of the agreement, unless, in certain cases, there is a disproportionate effect on CHTT and its operations

Reps & Warranties: Both Sanofi and CHTT made standard public company representations and warranties, largely qualified by MAE clauses; Sanofi required to have financing in place for the transaction, including amounts to fulfill CHTT’s obligations with regard to its Convertible Senior Notes, redeem its Senior Subordinated Notes and repay and discharge its Credit Facility

Covenants: Includes interim business conduct provisions for CHTT with regard to capital stock or other securities or rights, dividends, indebtedness ($500,000 in the aggregate), contracts, CAPEX ($750,000 in the aggregate), acquisitions, properties or assets ($500,000 individually; $1.5 million in aggregate), employment, accounting methods and other items

Non-Solicitation/Fiduciary Out: Standard non-solicitation agreement; standard fiduciary out in the event the Board receives a bona fide, written Takeover Proposal (threshold of 20%), deems it a Superior Proposal (threshold of 50%) and has notified Sanofi and complied with all notice provisions

Summary of Key Terms

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Sanofi-Aventis / Chattem Case Study (cont’d)

Conditions to Closing: Standard conditions for a public tender offer

Top-Up Option: Sanofi granted an irrevocable option that will allow the number of shares owned by it to be one share more than 90% of fully diluted shares outstanding

Break-Up Fee: $64,596,000 (3.5% of equity value and 2.9% of enterprise value) payable by CHTT under certain circumstances

Options/Warrants: All options shall be cashed out at the transaction price, whether vested or unvested, and option holders to receive cash equal to the difference between the offer price and exercise price (net exchange feature)


M&A Deal Studies

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Agenda




IV M&A Deal Studies


Confidential 54

Who We Are

Presidio Financial Partners is a provider of capital and corporate and wealth advisory services to leading public and private companies, wealth creators and financial sponsors

ｰ We specialize in helping to create and protect wealth and shareholder value

The Firm is focused on establishing long-standing, deep relationships with its client base, spanning multiple services, multiple years and, at times, multiple client businesses

ｰ Presidio’s mission statement is “Earning Clients-for-Life”ｰ Presidio is dedicated to maximizing clients’ long-term financial “health”

Presidio serves its clients through three core businessesｰ Presidio Investors: $45 million private equity fundｰ Presidio Merchant Partners: Corporate advisory, M&A and capital raisingｰ Presidio Wealth Management: Independent, unconflicted wealth advisory

Presidio’s corporate advisory value proposition consists of delivering excellent execution by senior bankers with deep transaction and capital markets experience

ｰ Strong relationships with the corporate and financial communitiesｰ Extensive experience in representing private companies in a variety of advisory assignments, including

buy-side and sell-side M&A engagements and capital raisesｰ Providing creative solutions and execution strategies enabling clients to build and/or realize long-term

value

Founded in 1997, Presidio has grown rapidly to become one of the premier boutique financial advisory firms in the U.S.

ｰ Approximately 60 employees with a presence in San Francisco, Dallas, Los Angeles, Chicago and Ft. Lauderdale

Overview of Presidio

Confidential 55

Investment banking and corporate advisory with emphasis on M&A advisory and private capital raisingFocus on small to mid-market growth companiesDeep relationships with the broader corporate and financial communityExperienced senior banking team

Business Model and Services

Independent wealth management advisoryFocus on 1st generation wealth creators$4 billion under advisement~175 clientsPersonal CIO model

Wealth Management and Preservation Services

Leading Corporations / Private Equity

Presidio Financial Partners provides capital and advisory services to corporations, wealth creators and entrepreneurs across their corporate and economic lifecycles

Investment BankingPresidio Merchant Partners

Corporate Strategic Advisory Services

$45 million investment fund –Fund IInvesting utilizing Presidio’s unique knowledge base, network and business modelPrimary focus: growth and private equity investingHands-on execution by senior team

Private EquityPresidio Investors

Partnering with Clients by Providing Capital

Entrepreneurs / Wealth Creators

Wealth ManagementPresidio Wealth Management


Confidential 56

We are the premier provider of independent financial advisory services and capital to public and private companies, financial sponsors, wealth creators and innovators

At Presidio, our mission is to earn clients for life

We strongly believe that each member of our team contributes to achieving our mission by adhering to our six guiding principles

Presidio’s adherence to these guiding principles has allowed the Firm to establish itself as one of the leading financial institutions in the U.S.

Excellence: We take great pride in our professional performance. We relentlessly strive to achieveexcellence in all of our business activities.

Teamwork: The strength of many is greater than the strength of one. We work together as a team tobest serve our clients.

Commitment: Focus and dedication are critical to our success. We are passionately committed to ourclients, firm, mission and guiding principles.

Respect: We treat others as we would have others treat us.

Meritocracy: Presidio is simply a merit-based firm. Those of us who place the interests of our clientsand of the firm first will rise higher and faster through our organization.

Purity of Heart: There is a distinct difference between doing what is right and doing what is wrong. Wemaintain the highest ethical standards and do what is right for our clients at all times.

Guiding PrinciplesOverview of Presidio

Confidential 57

Sector Focused Investment Banking

Consumer, Food & Retail

Branded Consumer Products, Food & Beverage, Retail

Automotive

Retail, dealer services, automotive technology

Technology Enabled Business Services

Software, Lead Generation, CRM, BPO, IT

Consulting

Industrial Growth

Performance materials, manufacturing, alternative

energy, industrial efficiency

Digital Media & Marketing Services

Digital & Interactive Marketing, Online

Advertising, SEO / SEM, Internet, eCommerce


Confidential 58

Presidio Investment Banking – Consumer, Food & Beverage

The Consumer Group is focused on service and product companies across a wide range of verticals and sub-sectors, including Food & Beverage, Beauty and Personal Care, Restaurants, Staffing and Sporting Goods

Notable and recent Consumer transactions by our team members include the following transactions:

ｰ Blue Horizon Organic Seafood Company’s minority equity recapitalization

ｰ Tree of Life’s $190 million divestiture from Royal Wessanen NV

ｰ Lindora’s minority recapitalization and capital raise

ｰ Kmart Corporation’s ~$15 billion merger with Sears Roebuck & Co.

ｰ Blu Dot’s ~$30 million minority recapitalization and capital raise

ｰ Ulta Cosmetics’ ~$170 million IPO

ｰ Bare Escentuals’ ~$350 million IPO and ~$475 million follow-on

ｰ Physicians Formula’s ~$140 million IPO and ~$105 million follow-on

ｰ Dave & Buster’s ~$375 million sale to Wellspring Capital Management

ｰ Everlast Worldwide’s ~$200 million sale to Sports Direct Plc

ｰ Golf Galaxy’s ~$225 million sale to Dick’s Sporting Goods

Presidio’s lead investment bankers leverage over 30 years of transaction generation and execution to deliver high quality strategic and financial advisory to their clients

We are in active dialogue with private and public companies, venture capitalists and private equity firms on buy-side and sell-side M&A and strategic advisory


Confidential 59

Presidio Investment Banking – Consumer Client Companies

* Includes transactions completed by Presidio Merchant Partners LLC or by Presidio team members prior to joining the firm


http://www.duckhorn.com/

http://images.google.com/imgres?imgurl=http://images.businessweek.com/ss/09/05/0514_fallen_mighty/image/1_aandp.jpg&imgrefurl=http://images.businessweek.com/ss/09/05/0514_fallen_mighty/2.htm&usg=__ypLxcWBp5hSdx-zu-t8rEOJXPiQ=&h=350&w=600&sz=19&hl=en&start=9&um=1&tbnid=Chz4jaWxJt1w_M:&tbnh=79&tbnw=135&prev=/images%3Fq%3Dgreat%2Batlantic%2B%2526%2Bpacific%2Btea%2Bcompany%2Blogo%26hl%3Den%26rlz%3D1T4RNWN_enUS294US296%26sa%3DN%26um%3D1

Confidential 60

Presidio Investment Banking – Strong Private Equity RelationshipsOverview of Presidio

Confidential 61

has been divested by

and acquired by

* Includes transactions completed by Presidio Merchant Partners LLC or by Presidio team members prior to joining the firm


$375,000,000

has acquired

Lenox Group, Inc.

$190,000,000

has merged with

$15,000,000,000

Initial Public Offering

$352,000,000

has completed a divestiture of 87

stores toCoventry Real Estate

$80,000,000

Strategic Alternatives Review


$245,000,000


$215,000,000

Selected Branded Consumer Transactions

has completed a minority equity

offering toInitial Public

Offering

$173,000,000


$191,000,000

Initial Public Offering

$140,000,000


Follow-on Offering

$105,000,000

Follow-on Offering

$476,000,000

$350,000,000



$228,000,000

Valuation Opinion

$300,000,000

has merged with

Home Choice Holdings, Inc.


has completed a minority equity

recapitalization with

Presidio Investors

Strategic Advisor with Regard to Wine

Assets

Millbrook Capital Management

Company has completed a minority equity

recapitalization with


http://www.lancastercolony.com/

04262010 april sfsu deck 01 js

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