M&A professionals with expertise in consumer goods shared insights on how & why strategic and private equity firms are investing in growing food & beverage companies.

1. T R I V I S T A . C O M
T H E A R T O F T H E F O O D D E A L
How & Why Strategics and Private Equity Firms
are Investing in Growing Food Companies
PANELISTS:
• Brad Schreiber – Managing Director, Headwaters MB
• Jeremy Holland – Principal, The Riverside Company
• Mike McSweeney – Senior Vice President, TriVista
• Jennifer Frankenberg – FB&C Director, TriVista
SEPTEMBER 10TH 2014

2. TRIVISTA.COM
M i k e M c S w e e n e y - T r i V i s t a
Currently, Mike leads TriVista’s Food, Beverage &
Consumables Practice and is a member of TriVista’s Global
Executive Leadership Team. Since joining TriVista in 2007,
Mike has worked on and led more than 50 consulting
engagements in more than 20 countries, for clients across a
wide industry spectrum. Mike has advised more than
twenty Private Equity firms on M&A transactions across
several industry sectors, with enterprise values from $20
million to more than $1 bn.
RELEVANT EXPERIENCE:
• > 50 Consulting Engagements
• > 15 Food & Beverage M&A transactions
• Supported PEG with acquisition of food products
business with revenue in excess of $1 billion
• Led global operational and food safety diligence team
for a leading PEG on a $250 MM corporate carve out
(US, Mexico, China, Thailand, Philippines)
CONTACT:
949-218-4830
mtm@trivista.com
MIKE MCSWEENEY
Senior Vice President
2

3. TRIVISTA.COM
J e n n i f e r F r a n k e n b e r g - T r i V i s t a
Jennifer is a Director in TriVista’s Food, Beverage &
Consumables Practice where she oversees TriVista’s Food
Safety Due Diligence activities. Jennifer possesses a strong
combination of food safety, supply chain, operations, and
risk management experience in the food and consumables
space.
AREAS OF EXPERTISE:
Bakery
Dairy
Fresh Fruits and Vegetables
Fresh and Processed Meat
Foodservice
Retail Food Stores
Food Transportation
Sanitary Design of Food Equipment
Risk Assessment
GFSI
CONTACT:
949-218-4830
jennifer.Frankenberg@trivista.com
JENNIFER FRANKENBERG
Director, Food, Beverage &
Consumables
3

4. 4
B r a d S c h r e i b e r – H e a d w a t e r s M B
BRAD SCHREIBER
Managing Director
Brad is a managing director and co-head of consumer and
industrial investment banking groups at Headwaters MB.
Brad has more than twenty years experience in investment
and commercial banking, previously at D.A. Davidson,
McGladrey Capital Markets, Citigroup and Wells Fargo. He
has advised private and publicly-traded companies and
private equity groups on domestic and international
mergers & acquisitions, debt & equity capital raises, and
strategic planning projects across a variety of food &
beverage and other branded consumer segments.
CONTACT:
T: +1.949.706.6683
M: +1.714.330.6158
E: bschreiber@headwatersmb.com

5. J e r e m y H o l l a n d – T h e R i v e r s i d e C o m p a n y
Jeremy Holland is Principal of Origination at The Riverside
Company, a global private equity firm with more than $4.6
billion in assets and more than 350 acquisitions’ worth of
experience. Working with various teams across various
deal sizes and industries, he has closed more than 12
acquisitions in the last 24 months. Holland has 17 years of
private equity experience and holds a BS in Finance from
California State University, Northridge.
AREAS OF EXPERTISE:
• Investing in companies of all sizes up to $250 million
in enterprise value
• Consumer Goods
• Franchising
CONTACT:
T: +1 310 499 5084
E: jholland@riversidecompany.com
JEREMY HOLLAND
Principal, Origination

6. TRIVISTA.COM
M & A A C T I V I T Y & V A L U A T I O N T R E N D S
Brad Schreiber
Headwaters MB
6

7. 7
Selection of Recent Food & Beverage Transactions
EBITDA multiple listed
During 2013 & YTD 2014
Acquirer Target
9.7x
17.3x 14.0x
13.1x
24.3x
13.2x
14.2x
9.9x
9.8x
9.3x

8. 8
Why are Buyers & Investors Interested in Food & Beverage?
̶ Food & beverage stocks have outperformed the overall market since the Q1 2009 low.
Food & Beverage Index Versus the S&P500
S&P 500: 14.2% CAGR
F&B: 21.1% CAGR
0%
50%
100%
150%
200%
250%
2009 2010 2011 2012 2013 2014 H1-2014
Food & Beverage Index S&P 500
Source: Capital IQ – YTD as of 8/21/14
Price performance cumulative over annual periods beginning 1/2/09
Trading multiples use LTM financials over CY
F&B Index comprised of HWMB selected universe

9. 9
Food & Beverage M&A Activity
̶ M&A activity in the Food & Beverage space has followed trends in the overall market.
̶ The number of transactions in the US increased in H1 2014 compared to H1 2013 on pace for a strong year, but declined globally.
̶ Annual transaction value has fluctuated with mega deals driving spikes.
Volume & Value
# of Transactions Total Transaction Value
#ofTransactions
($inBillions)20082007 2009 2010 2011 2012 2013 H1
2013
H1
2014
2014
YTD
249
229
190
234
254 265
231
158
103
125
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
0
50
100
150
200
250
300
1,750
1,582
1,177
1,325
1,485 1,445
1,318
702 680
588
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
20082007 2009 2010 2011 2012 2013 H1
2013
H1
2014
2014
YTD
#ofTransactions
($inBillions)
($inBillions)
U.S. Global
Source: Capital IQ – YTD as of 8/21/14
Multiples use LTM financials
Universe includes all Global transactions for which transaction data was disclosed

10. 10
Global Food & Beverage M&A Activity by Segment & Geography
̶ Meat & protein, alcoholic beverages and processed/packaged foods were the most-active segments in 2013 and H1 2014.
̶ The majority of transactions occurred in Europe, Asia/Pacific and US & Canada, with the US continuing to account for the largest
volume by a single country.
Source: Capital IQ - 1/1/13 – 6/30/14
Universe includes all Global transactions for which transaction data was disclosed
“Other” segment includes Agribusiness, Ingredients/Flavors, Fruits & Vegetables, Others
Americas include all of North & South America excluding the US and Canada
M&A Activity by Segment M&A Activity by Geography
Alcoholic ,
13.7%
Non-
Alcoholic,
5.2%
Dairy
Products,
9.3%
Meats &
Proteins,
17.1%
Natural
Foods, 0.7%
Processed &
Packaged
Foods, 13.4%
Snack Food &
Baked Goods,
9.4%
Other, 31.1%
Europe,
40.7%
Asia / Pacific,
26.8%
US and
Canada,
21.2%
Americas,
6.2%
Other, 5.1%

11. 11
Smaller Transactions Account For Majority of Activity
̶ While larger transactions get all the press, almost 75% of Food & Beverage M&A transactions since 2007 have been under $50
million.
Total Number of Food & Beverage Transactions Globally by Deal Size
527
471
351
402
486
433
382
181 209
158
54
59
40
50
60
54
59
18
32
11
50
50
31
45
51
43
48
22
32
20
60
53
34
60
51
51
61
33
30
27
0
100
200
300
400
500
600
700
800
2007 2008 2009 2010 2011 2012 2013 2014
YTD
H1
2013
H1
2014
Under $50M $50-100M $100 - $250M $250M+
Source: Capital IQ - 8/21/14
Includes transactions for which values were disclosed
Totals differ from buyer breakdown due to undisclosed information

12. 12
Strategic vs. Private Equity Acquirers
̶ Over 93% of Food & Beverage M&A transactions since 2009 were completed by strategic acquirers.
̶ Private equity acquirers accounted for almost 10% of F&B transactions in 2013 and YTD 2014, up from around 6% in past years.
1,299
1,201
874 967
1,126 1,090
966
479
103
69
56
75
66 71
90
55
0
200
400
600
800
1,000
1,200
1,400
1,600
2007 2008 2009 2010 2011 2012 2013 2014 YTD
Strategic Financial
20082007 2009 2010 2011 2012 2013 2014
YTD
Global Food & Beverage Buyer Type
Source: Capital IQ - 8/21/14
Universe includes all Global transactions for which buyers were disclosed

13. 13
Global Food & Beverage Valuation Multiples
̶ Median transaction valuations returned to pre-recession levels in 2013. Although slipping a bit YTD 2014, multiples still exceed the
five-year average since 2009.
̶ Premium valuations have been driven in large part by a scarcity of good companies for sale, low interest rates, strong financing
markets, significant amounts of strategic and private equity money, and international competition.
Public Trading Multiples Transaction Multiples
EV/Revenue
EV / EBITDA EV / Revenue
EV/EBITDA
2009 2010 2011 2012 2013 2014
YTD
200820072009 2010 2011 2012 2013 2014
YTD
20082007
EV/EBITDA
EV/Revenue
10.2x
8.8x
9.6x 9.8x 10.1x 10.3x
12.5x 12.7x
0.00x
0.25x
0.50x
0.75x
1.00x
1.25x
1.50x
1.75x
2.00x
2.25x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
11.6x
10.6x
7.9x
8.6x
9.9x
8.5x
11.9x
9.5x
0.00x
0.25x
0.50x
0.75x
1.00x
1.25x
1.50x
1.75x
2.00x
2.25x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
Source: Capital IQ - 8/21/14
Universe includes all Global transactions for which values were disclosed
Multiples use LTM financials

14. 14
Size Drives Higher Multiples
̶ While smaller transactions rule the market by volume, larger transactions command greater multiples.
̶ Transactions over $250 million command almost 25% higher premiums, on average (measured by EBITDA), than those under $50M.
11.7x
10.4x
7.5x
9.9x
9.1x
7.1x
11.9x
8.9x
7.9x
8.5x
10.1x
7.0x
9.7x
6.6x
9.2x
7.9x
10.5x
10.2x
7.9x
6.0x
11.2x
8.2x
10.9x
9.7x
14.5x 14.2x
9.6x 9.6x
10.6x
11.0x
13.3x
11.1x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
2007 2008 2009 2010 2011 2012 2013 2014 YTD
Median EV / Revenue Multiples
Under $50M $50-100M $100 - $250M $250M+
Source: Capital IQ - 8/21/14
Universe includes all Global transactions for which values were disclosed
Multiples use LTM financials
EV / EBITDA

15. 15
Valuation Multiples By Segment
̶ Alcoholic beverages, natural foods and dairy segments have seen the highest valuation multiples recently.
̶ Multiple expansion has been highest in natural foods, non-alcoholic beverages and snack & baked goods segments since 2009.
Median EV / Revenue Multiples Median EV / EBITDA Multiples
Source: Capital IQ – Multiples as of 2014 YTD
Multiples use LTM financials
Transaction multiples from 1/1/13 – 8/21/14
Universe includes all Global transactions within select sub-industry’s
0.50x
0.75x
1.00x
1.25x
1.75x
2.00x
2.25x
8.0x
9.0x
10.0x
11.0x
12.0x
13.0x
14.0x
Non-Alcoholic: 2.4x
Alcoholic: 4.1x
Natural Foods: 1.1x
Prcssd & Pckgd: 2.2x
Meat & Protein: 0.8x
Snack & Bkd: 1.5x
Dairy Products: 1.7x
Non-Alcoholic: 11.9x
Alcoholic: 13.7x
Natural Foods: 14.8x
Prcssd & Pckgd: 12.4x
Meat & Protein: 7.9x
Snack & Bkd: 13.5x
Dairy Products: 13.5x
Alcoholic: 2.6x
Non-Alcoholic: 0.6x
Dairy Products: 1.2x
Meat & Protein: 0.8x
Prcssd & Pckgd: 1.2x
Snack & Bkd: 1.1x
Alcoholic: 15.2x
Non-Alcoholic: 8.3x
Dairy Products: 11.9x
Meat & Protein: 11.6x
Natural Foods: 14.0x
Prcssd & Pckgd: 11.1x
Snack & Bkd: 9.9x
Natural Foods: 1.4x
Trading Transaction Trading Transaction

16. 16
Attributes that Drive Value
̶ Key attributes that maximize interest and ultimately garner premium valuations include:
Strong
Financial
Performance
Blue-Chip
Consumer
Base
Substantial
Growth
Opportunities
Innovative
Mgt/Team
Differentiated
Products
International
Potential
Diverse
Distribution
Channels
Top 3 Position
In Category
Recognized
Brand Name Attractive,
Growing
Categories
Value Enhancers

17. 17
Top 3 Qualities that Command Premium Valuations
Strong Brand
High Margins
Growth/Sell Through
= $

18. 18
Outlook
̶ The M&A market in Food & Beverage will remain active in H2 2014 and 2015.
̶ Increasing demand for natural/organic, convenient, healthy and ethnic snacks, beverages and
foods will drive continued activity and premium valuations in those segments.
̶ It’s a seller’s market. Extraordinary premiums are being paid for even “less-sexy” companies.
̶ The pendulum will swing back. Multiples will likely decline in the next 1-3 years.

19. TRIVISTA.COM
W H A T ’ S D R I V I N G I N V E S T O R I N T E R E S T ?
Jeremy Holland
The Riverside Company
1 9

20. 20

21. Riverside Recent Food & Beverage Acquisitions
Uinta Brewery
Tate’s Bake Shop
21

22. TRIVISTA.COM
K E Y I N V E S T M E N T C O N S I D E R A T I O N S
Mike McSweeney
Jennifer Frankenberg
TriVista
2 2

23. TRIVISTA.COM
D I L I G E N C E F O C U S A R E A S
1. Market
2. Financials
3. Production
4. Supply Chain Management
5. Food Safety & Regulatory Compliance
Where is the risk?
2 3

24. TRIVISTA.COM
F O O D P R O D U C T S V A L U E C H A I N
Typical Diligence Focus
Recommended Diligence Focus
2 4

25. TRIVISTA.COM
P R O D U C T I O N C O N S I D E R A T I O N S
Process Capability & Competence
Continuous Improvement Philosophy
Capital Equipment
Building & Facility
Proprietary Processes
1
2
3
4
5
5 MOST IMPORTANT Production Considerations
2 5

26. TRIVISTA.COM
S U P P L Y C H A I N C O N S I D E R A T I O N S
Supply Chain Competence
Supply Chain Performance – Scorecards, Metrics, Etc.
Co-Packer Capabilities & Gaps
Ingredient Supply Limitations & Restrictions
Supply Chain Continuity Planning
5 MOST IMPORTANT Supply Chain Considerations
1
2
3
4
5
Of respondents would be less
likely to purchase a food
product again of it was recalled
due to a contamination.
*SOURCE: IBM study on food safety
2 6

27. TRIVISTA.COM
I N C R E A S E I N P R O D U C T R E C A L L S
0
500
1000
1500
2000
2500
3000
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
NUMBEROFRECALLS
YEAR
FDA FOOD PRODUCT RECALLS
*SOURCE: SAGE Food Safety LLC
2 7

28. TRIVISTA.COM
F O O D S A F E T Y C O N S I D E R A T I O N S
Inherent product and/or ingredient risks
•Global supply chain impacts
•Regulatory oversight
Robust food safety programs
•Good Manufacturing Practices (GMPs)
•Global Food Safety Initiative (GFSI)
Labeling compliance
•New terms such as GMO-free, gluten-free, low-fat, healthy
•Allergen statements
Management commitment
•Is the focus only on quality? How enthusiastic are they about food safety?
•Management attitude determines “food safety culture”
4 MOST IMPORTANT Food Safety Considerations
1
2
3
4
and less than
of those are
inspected at the border
15%
3%
of the U.S. food supply
is Imported…
*SOURCE: FDA 2012
2 8

29. TRIVISTA.COM
F O O D P R O D U C T S V A L U E C H A I N
Where is the risk?
Source
Control
Food
Safety
Supply
Chain
Recalls!
FSVP
Cap Ex
2 9

30. (888) 694 - 1484 WWW.TRIVISTA.COM INFO@TRIVISTA.COM
BRAD SCHREIBER
Managing Director
Headwaters MB
JEREMY HOLLAND
Principal, Origination
The Riverside Company
MIKE MCSWEENEY
Senior Vice President
TriVista
JENNIFER FRANKENBERG
Director - Food, Beverage & Consumables
TriVista