The document provides a recommendation from a consulting team to The Kroger Co. Board of Directors. It proposes that Kroger acquire Grubhub, the largest online and mobile food ordering company, to expand into food delivery and increase its online presence. It also recommends that Kroger divest its convenience stores and gas stations to Alimentation Couche-Tard to help finance the Grubhub acquisition. The proposal aims to address Kroger's declining same-store sales growth and help it adapt to changing consumer preferences for online shopping and food delivery.
1. Recommendation to The Kroger Co. | Board of Directors
Discussion Materials | December 1st, 2017
1
2. Trevor Joseph| Carmel, Indiana
➢ ManagingDirector
➢ Kelley School of Business
➢ Major: Finance
Philip Abularrage| Deltona, Florida
➢ Managing Director
➢ College of Arts and Sciences
➢ Major: Economics
Rajiv Chunduri| Avon, Connecticut
➢ Managing Director
➢ Kelley School of Business
➢ Majors: Finance, Accounting
2
Taylor Levin| Carmel, Indiana
➢ Vice President
➢ Kelley School of Business
➢ Major: Finance
Jack Gallo| San Francisco, California
➢ Vice President
➢ School of Public & Environmental
Affairs
➢ Major: Public Financial Management
John Dougherty| Ridgewood, New Jersey
➢ Vice President
➢ Kelley School of Business
➢ Majors: Economic Consulting,
International Business
Our Team
3. I. Executive Summary
II. Macroeconomic Trends & Industry Analysis
III. Overview of Kroger & Stock Analysis
IV. Strategic Proposal
V. Valuation Summary
VI. Appendix
VII. MergerConsequences
VIII. Secondary Proposal
4
6
10
13
20
22
34
40
3
Table of Contents
5. ➢ The Kroger Company is one of the largest retailers based in the US made up of supermarkets,
price-impact warehouse stores, marketplace stores, and multi-department stores
➢ Kroger is a market leader in the food retail market, operating more than 1,300 supermarkets
across 24 states across the country
➢ The Kroger Company has expressed interest in pursuing an acquisition to regain market share and
counteract issues surrounding same-store growth
➢ Strategic proposal looks to solve the issues of competitors’ rising market share, Kroger’s declining
same-store growth, and the merging of e-commerce with the grocery industry
➢ The divestiture and buy-side acquisition provides short-term relief and long-term growth
➢ The Kroger Company has decided to reduce capital expenditures by limiting the expansion of
retail locations and investing into in-store technology
➢ Kroger is facing numerous entrants into the evolving grocery industry making it the optimal
time to expand into new markets and lead the e-commerce venture
➢ Considering major new entrants within the industry, the acquisition of Grubhub will expand
market share within the industry and solve the lack of same-store growth
➢ The divestiture of Kroger’s convenience stores provides sufficient capital at a strong
multiple and limits the dependence on the volatile nature of oil
➢ Grubhub will promote vertical integration, data analytics, and restructure distribution
Overview
Scope of
Proposal
Strategic
Assessment
5
Recommendation
Executive Summary
7. 7
General
Outlook
Opportunities
Trends
Source: Wall Street Journal
Source: News Filings
242
243
244
245
246
247
188
189
190
191
192
193
194
195
196
2017-01-01 2017-03-01 2017-05-01 2017-07-01 2017-09-01
PPI CPI
CPI and PPI Overtime
100.6
100.8
101
101.2
101.4
101.6
101.8
Consumer Confidence Index 2017
U.S. Macroeconomic Analysis
1. GDP expected to grow by 2.3% in 2018 along with gradual increase of inflation rates
2. The decline of unemployment to relatively historic lows paired with low inflation rates create a positive outlook for the future of the markets
3. Expectation of tax cuts stimulate growth due to full depreciation expensing within one year which spurs capital investments
➢ High consumer confidence
• Consumer confidence remains high–sentiment rose to 125.9 points in October from 120.6 points in August, which represents a 17 year high
• Low unemployment rates, record high stock prices, along with low inflation rates harvest increasing discretionary income, allowing consumers
to buy more
➢ Interest Rates
• Interest rates will rise as the Fed attempts to initiate contractionary fiscal policy and curtail the growth of the economy
• The Fed is aiming to move from the current interest rates of 1-1.25 basis points to 1.25-1.5 basis points by the end of 2017, and estimates to
normalize it to 2.0 in 2018
• The Fed is beginning to unwind the balance sheet by selling the bonds bought during the phase of quantitative easing
➢ Oil
• The price of crude oil has recently risen to a two year record high- resulting in more profitable fuel sales
• Higher oil prices increase production costs for all markets across the U.S. economy
➢ Low interest rates, upcoming tax cuts, and high consumer confidence put companies in an excellent position for long-term sustainable growth
8. ➢ Customer interest in non-traditional markets
• Customer base of traditional supermarkets have decreased 20% from 2005
• Nearly half of millennials are moving towards using online-only retailers
• E-commerce sales are expected to rise at an annual rate of 7.8%
• Primary loyalty of customers is shifting away from traditional formats or not claiming a primary store
➢ Trend towards convenience
• 65% of primary grocery shoppers prefer a location that is conveniently located
• Frequency of shopping with online-only retailers amongst millennials has increased 15% in the past year
• With increasing purchasing power amongst millennials, convenience is a factor with more importance than any other pricing decisions
General
Outlook
Opportunities
Trends
➢ The food retail industry is facing pressure from increasingly low margins and heavy competition in new markets by innovating and adapting to new
consumer preferences
Source: Mintel Reports
8
➢ Popularity amongst discount grocers and foodservice in retail suggests an opportunity for a grocer that incorporates the convenience of discount groceries
and foodservices with low prices
Other methods of
buying groceries
have overtaken the
traditional in-store
method of purchase
Industry Analysis
50.4%
48.7%
45.9%
49.6%
51.3%
54.1%
44%
46%
48%
50%
52%
54%
56%
2010 2012 2014 2016 2018 2020 2022
Supermarkets
Other MULO
9. Growing Food Delivery Sales
Opportunities
➢ Increasing popularity in food and delivery industry provides the ability for the industry to grow seven fold
➢ Third-party delivery usage creating a loyal customer base for current foundation resulting in increased sales
➢ Customers stepping away from the trend of in-store shopping and pickup towards online orders and delivery services
➢ Food delivery market has expanded recently, and is projected to continue expanding due to younger generations having more purchasing power and
increasing popularity of online food delivery services
General
Outlook
Transition from
In-Store to
Online
Source: Wall Street Research
9
8 8 11 17
27
36 42 47 53 58
92 92 89 83
73
64 54
53 47 42
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Online Offline
Food Delivery Online vs. Offline
-6.9% -7.6%
25.0% 14.9%
Industry Analysis
CAGR
2015-18
CAGR
2018-20
11. Background & Description Financial Summary
11
➢ Enterprise Value:
➢ EquityValue:
➢ Estimated Year Statistics:
• Revenue:
• Gross Profit:
• EBITDA:
• Current Assets:
• EV/Sales:
➢ EV/Sales
➢ EV/EBITDA:
$ 37,038 Million
$ 22,015 Million
$119,374 Million
$26,150 Million
$5,420 Million
$10,611 Million
0.3x
6.4x
Source: Company Filings
➢ Largest food retailer in the U.S. with nearly 2,800 stores across 35 states
➢ Has started to focus on health foods following market trends that reflect consumer desires
➢ Focused primarily on developing supermarkets rather than convenience stores
➢ Implemented online grocery ordering through ClickList and has been pushing to make grocery shopping
a more streamlined process following current industry trends
➢ Current store locations are located entirely in the U.S., primarily within the Midwest
Share of Revenue by Store Type
94.6%
3.4%
0.5% 1.5%
Supermarkets
Convenience
Stores
Jewlery Stores
Other
Identical Store Sales by Quarter
-1.0%
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
2014 2015 2016 2017
Company Overview (KR)
12. Source: News Filings
12
Stock Performance and Significant Milestones (KR)
$10.00
$15.00
$20.00
$25.00
$30.00
$35.00
$40.00
StockPrice
Amazon’s acquisition
of Whole Foods
causes Kroger’s stock
price to plummet 26%
Kroger reports a -.7%
growth in identical
supermarket sales
14. ➢ Leading online and mobile food ordering company with a presence in over 1,300 U.S. cities and London
➢ Provides an aggregated database of approximately 415,000 menus from 75,000 restaurants across all 50
states in the United States
➢ Makes takeout accessible for consumers, enabling them to discover new restaurants and place their
orders anytime from anywhere from most devices
➢ Since it’s founding in 2004, Grubhub has acquired similar food ordering services such as Eat24 and
Seamless, making it the largest company in the food delivery industry
➢ Grubhub currently processes 304,500 daily orders and serves 9.81 million active users
➢ Experienced a 40% sales growth in 2016
Background & Description Financial Summary
14
• Revenue:
• Gross Profit:
• EBITDA:
• Current Assets:
• EV/Sales:
➢ EV/Sales
➢ EV/EBITDA:
➢ Enterprise Value: $ 5,669 Million
➢ Equity Value: $ 5,909 Million
➢ Estimated Year Statistics:
$ 636 Million
$ 216 Million
$ 144 Million
$ 396 Million
12x
48x
Company Overview (GRUB)
Grubhub Market Share Grubhub Annual Revenue
61%
29%
7%
3%
Grubhub
Chow Now
Deliveroo
Caviar
$60.61 $82.30
$137.14
$253.87
$361.83
$493.33
$0.00
$100.00
$200.00
$300.00
$400.00
$500.00
$600.00
2011 2012 2013 2014 2015 2016
RevenueinmillionU.S.Dollars
15. Divestiture: C-Store and Gas Station to Alimentation Couche-Tard
➢ One of the leaders in the Canadian convenience store industry
➢ The company operated around 7,888 convenience stores throughout
North America, including 6,490 stores with road transportation fuel
dispensing, as of April 24, 2016
➢ 80,000 employees and revenue amounting to $34 billion in 2016
➢ The Kroger Company could finance approximately 40% of the
Grubhub purchase with the cash received from the divestiture
➢ Alimentation Couche Tard has a current Debt/EBITDA of 1.33x
➢ The deal will be structured primarily debt and cash at a 10x multiple
➢ The convenience stores and gas segment will be valued at $2,055B
utilizing a 10x EBITDA multiple
➢ This multiple is the leading industry average derived from the precedent
transactions from within the industry
Company Overview Strategic Fit
Financing
Alimentation
Couche Tard
would increase
the amount of C-
Stores owned by
roughly 10%
➢ The leaders in the convenience store market have been competing for
market share by acquiring more locations. Adding 784 more locations to
their portfolio would significantly increase their market share, giving them
a competitive advantage
➢ Couche-Tard has recently started expanding into convenience stores that
are more food-oriented such as Casey’s General Store. Kroger’s current
convenience stores carry many Kroger products, making it a good fit in
Couche-Tard’s current strategy
15
17. 17
Source: Wall Street Research
Source: News Filings
Strategic Rationale
➢ Grubhub can be combined with the existing ClickList program to create a seamless
grocery delivery option
➢ Minimal training and staffing requirements allow for implementation of new
programs without greatly increased costs
➢ The combined program allows for boosted same store sales year over year without
increasing foot traffic or labor costs
➢ Delivery from Kroger stores can include fresh prepared food in alignment with
Grubhub’s current business model; Consolidate retail locations and increase
distribution hubs to maximize delivery efficiencies
➢ The low capital expenditures of Grubhub’s business model provide the combined
company with a low cost revenue stream
➢ The combination of Grubhub and Kroger’s data collection efforts allows for the
creation of some long-term cost synergies
➢ The combined company has two distinct revenue streams that allow for a more
diversified and robust profit structure
➢ The recent acquisition of Eat24 by Grubhub for $287.5 million creating the largest
food delivery service in the US
➢ Grubhub now controls 61% of the food delivery market, the combined company
can provide another opportunity to greatly increase that market share
➢ The information and trends gleaned from complete food purchasing profiles is
more valuable than just raw food purchasing data, these profiles are only able to be
crated under the combined company
➢ Ultra-large traditional and online competitors provide a threat in the industry due to
pricing capabilities
➢ By expanding upon online capabilities Kroger can effectively defend itself against
competitive threats from online retailers, specifically Amazon
Vertical Integration Secondary Revenue Stream
18. 18
Source: Wall Street Research
Source: News Filings
Strategic Rationale
➢ The retail market is moving towards online sales at a rapidly increasing rates
➢ The ability to order and deliver perishable items provides the opportunity to move food retail into the online
ecosystem
➢ Data collection is a robust and fast growing industry with undeveloped regulation and government oversight
➢ Utilize data to continue vertical integration and restructure of combined company to control the majority of
online food sales and prevent the erosion of market share by online retailers
➢ The combined company is both the largest the largest grocer and food delivery service in the US allowing for
unprecedented ability to collect food purchase data
➢ The combined company can utilize a more diverse and complete data pool to better recommend purchases
to customers
➢ More complete food purchasing profiles of consumers allows for better targeted sales opportunities
➢ A more full understanding of food purchasing habits of consumers creates opportunities to better organize
highly volatile food stocks
Data Analytics Increased Market Presence
19. Stan Chia Girish Lakshman
19
Source: Wall Street Research, Company Website
Alex Tosolini Barbara Coppola
➢ Former head of marketing at Google
➢ Advanced Management Program graduate
from Harvard and MBA from INSEAD
➢ Chief Marketing Officer of Grubhub and
oversees marketing department, focusing on
brand affinity and user adoption
➢ 17 years of technology marketing experience
spanning over nine countries
➢ Served as Senior Vice President of Global
eBusiness and Vice President of Global
eCommerce at Proctor & Gamble Co.
➢ Named first-ever Senior Vice President of
New Business Development for Kroger Co.
➢ Responsible for identifying, evaluating, and
developing new opportunities that capitalize
on Kroger’s powerful assets
➢ Former general manager at Amazon and
senior manager at Cisco Systems, Inc.
➢ Launched Amazon's first toy "pop-up" store
➢ Helped expand Grubhub Delivery from 5 to
nearly 70 markets in 2 years
➢ Responsible for operations infrastructure,
business development, data operations,
advanced analytics, and all aspects of
Grubhub’s revenue
➢ Served as Vice President of Worldwide
Transportation Strategy, Technology and
Customer Returns at Amazon
➢ Currently President, Fulfillment – Supply Chain
and Sourcing of Sears Holdings Corporation
➢ One of Grubhub's current Board of Directors
Key Employees in Transaction
27. 27
2024 EBITDA $303.98
Exit Multiple 14.0x
Terminal Value $4,255.67
Discount Rate 8.76%
Present Value $2,797.19
Enterprise Value $3,547.23
% of Enterprise Value 65.73%
Implied EV/EBITDA 11.7x
Terminal Value Using Exit Multiple Method
Enterprise Value $3,547.23
Less Total Debt $0.00
Plus Cash & Cash Equivalents $239.53
Less Preferred Stock $0.00
Less Non-Controlling Interest $0.00
Implied Equity Value $3,786.76
Shares Outstanding 86.14
Implied Share Price $43.96
Implied Equity Value and Share Price
Discounted Cash Flow Analysis (GRUB)(2/2)
31. 31
2021 EBITDA $6,288.49
Exit Multiple 9.0x
Terminal Value $56,596.38
Discount Rate 5.56%
Present Value $43,181.89
Enterprise Value $49,270.77
% of Enterprise Value 76.30%
Implied EV/EBITDA 7.8x
Terminal Value Using Exit Multiple Method
Enterprise Value $49,270.77
Less Total Debt $14,077.00
Plus Cash & Cash Equivalents $322.00
Less Preferred Stock $0.00
Less Non-Controlling Interest $12.00
Implied Equity Value $35,527.77
Shares Outstanding 905.00
Implied Share Price $39.26
Implied Equity Value and Share Price
Discounted Cash Flow Analysis (KR) (2/2)
41. Acquisition of Hain Celestial
➢ Acquisition of Garden of Eatin’ in
1998
➢ As one of Hain’s most
successful brands, Garden
of Eatin’ adds significant
growth to Hain Celestial on
a consistent basis
➢ Acquisition of Rudi’s Organic
Bakery in 2014
➢ Expanded Hain’s investment
portfolio to include gluten-
free and organic bread
products
➢ Acquisition of Earth’s Best in 2013
➢ The acquisition of Earth’s
Best in 2013 represented
Hain’s first investment into
the baby and toddler food
industry
➢ Represented first steps to
expansion into a $55 billion
industry
Overview of Hain Celestial
Cost Synergies
International Expansion for Kroger
➢ The Hain Celestial Group is a food processing company specializing in
manufacturing, marketing, and distributing natural organic foods
➢ Hain also carries personal care products, food for infants, and toddler food
➢ Only 51% of revenue generated within U.S. borders
➢ Hain Celestial’s second largest revenue channel is The United Kingdom, which
experienced a 15 percent increase in revenue in 2016
➢ $2.8 billion in revenue in 2016
➢ International revenue amounted to $1.07 billion in 2016
Strategic Acquisition Rationale
41
➢ Kroger’s locations are currently entirely located within the United States,
meaning acquiring a company with an international presence such as Hain
Celestial could significantly ease the process of international expansion
➢ Acquisition of Hain allows Kroger to diversify revenue streams internationally
➢ Hain Celestial provides Kroger with the opportunity to expand their Simple
Truth private organic brand, as well as with their private labels
➢ Kroger is able to create cost synergies by owning brands they currently purchase
➢ Increased distribution channels allow Kroger to efficiently move products
Hain Celestial’s Investments within the Organic
Food Industry