2012: M&A Acquisition Activity

The following is a summary of the major acquisitions that occurred in the food and beverage industry in 2012.

Legend

  • Date: The date the buyer acquired the target or brand, as reported in public sources.
  • Price: The price paid for the company being acquired.
  • Buyer: The company that acquired the target or brand.
  • Target: The company or brand that was acquired. For example, if Ford Motor Company acquired Audi, Ford Motor Company is the buyer, Volkswagen is the seller, and the target is Audi.
  • Location: The location of the target (i.e., the company or brand that was acquired).
  • Seller: The company that owned the target company or brand that was acquired. For example, if Volkswagen sold Audi, Volkswagen is the seller, and the target is Audi.
  • Purpose: The primary reason the buyer acquired the target or brand.
  • Details: Specific details regarding the transaction, such as the form of consideration (e.g., cash, stock, notes, etc.) and/or any contingent payments (e.g., earnouts, etc.).

Food Manufacturing M&A – General

Continental Mills, Inc. Acquired Sun Country Foods, Inc. (Wheat Germ Flour)

Date:December 11, 2012 
Price:Undisclosed Amount
Buyer:Continental Mills, Inc. – A privately held manufacturer and marketer of baking and beverage mixes and other high-quality food products in Tukwila, WA.
Target:Sun Country Foods, Inc. – Manufactures and distributes wheat germ flour.
Location:Massachusetts, USA
Seller:Brynwood Partners – An American private equity investment firm focused on leveraged buyouts and other control investments.
Purpose:John Heily, President and CEO of Continental Mills, said, “The purchase of Sun Country Foods and the Kretschmer Wheat Germ brand aligns with our core product lines. We are interested in investing in our branded business, and this is a great health-oriented food that has been a mainstay in the health category of products for many years.” 
Details:The terms and conditions of the transaction were not disclosed.

Non-Alcoholic Beverages M&A

JAB Holding Acquired Peet’s Coffee & Tea (Coffee and Tea)

Date:October 29, 2012
Price:$1 Billion
Buyer:JAB Holding – Joh. A. Benckiser is a privately held group specializing in long-term investments in premium brands in the broader consumer goods category.
Target:Peet’s Coffee & Tea – America’s premier specialty coffee and tea company.
Location:California, USA 
Purpose:Peet’s shareholders approved the transaction at a special meeting on October 26, 2012. As a result of the merger, Peet’s common stock will cease trading on The NASDAQ Stock Market before opening on October 30, 2012.
Details:Citigroup served as the financial advisor, and Cooley LLP served as the legal advisor to Peet’s. Morgan Stanley & Co. LLC and BDT & Company, LLC served as financial advisors, and Skadden, Arps, Slate, Meagher & Flom LLP served as the legal advisor to JAB.

Joh. A. Benckiser GmbH Acquired Caribou Coffee Company, Inc. (Coffee)

Date:December 18, 2012
Price:$340 Million
Buyer:Joh. A. Benckiser GmbH – Provides consumer products in Germany.
Target:Colorado Bean Company – A privately held company that operates a chain of coffee stores with locations across the Midwest.
Location:Minnesota, USA
Details:Moelis & Co. and Briggs and Morgan, P.A. served as the financial and legal advisors of the transaction. 

Dairy M&A

Panos Brands, LLC Acquired Ry-Con Specialty Foods, Inc. (Hormone-Free Cheeses Producer)

Date:December 26, 2012
Price:Undisclosed Amount 
Buyer:Panos Brands, LLC – Manufactures and markets specialty and natural food and beverage products in the U.S. and Canada with a portfolio of brands, including Seamark crackers, KA-ME Asian foods, MI-DEL cookies, and Amore food pastes. Founded in 2006, PANOS brands is headquartered in Saddle Brook, New Jersey.
Target:Ry-Con Specialty Foods, Inc. – Produces and distributes high-quality, hormone-free cheese and other products in America under the Andrew & Everett brand.
Location:Pennsylvania, USA
Purpose:“Our acquisition further broadens Panos’ product line in the natural and gluten-free categories. This is a great fit for our portfolio, and we will continue to seek opportunities to expand our product portfolio, whether by introducing new products under existing brands or making add-on acquisitions,” said Steven Grossman, CEO of Panos.
Details:The terms of the deal, which closed on Dec. 19, 2012, were undisclosed. Fifth Third Bank, N.A., provided financing for the transaction.

Fairfax Financial Holdings Limited Acquired Prime Restaurants Inc. (Casual Dining Restaurants and Pubs)

Date:January 10, 2012
Price:$71 Million Canadian 
Buyer:Fairfax Financial Holdings Limited – A financial holding company based in Toronto, Ontario, operating in casualty, property, investment management, insurance claims management, and insurance and reinsurance.
Target:Prime Restaurants Inc. – Owns and operates one of Canada’s leading networks of casual dining restaurants and pubs with brands including Casey’s, East Side Mario’s, Fionn MacCool’s, D’Arcy McGee’s, Paddy Flaherty’s, Bier Market, and Tir Nan Og.
Location:Mississauga, Canada
Purpose:The acquisition of Prime Restaurants will increase Fairfax’s growing portfolio of consumer and retail companies, including Sporting Life and William Ashley China.
Details:Shareholders of Prime Restaurants received $7.50 per share in cash and a special dividend of $0.08 per share, which translated to a 10.7x EBITDA transaction valuation.

Sentinel Capital Partners Acquired Huddle House (Casual Dining Franchisor)

Date:April 3, 2012
Price:Undisclosed Amount
Buyer:Sentinel Capital Partners – A private equity firm that invests in promising lower middle-market companies.
Target:Huddle House – A U.S. casual dining franchisor with 339 units in 23 states, mainly in the southeast.
Location:Georgia, USA
Purpose:The investment is designed to support the company in accelerating its growth.
Details:The terms of the transaction were confidential. 

Altamont Capital Partners Acquired Tacala LLC (Taco Bell Franchisee)

Date:December 20, 2012
Price:Undisclosed Amount
Buyer:Altamont Capital Partners – A private equity firm managing capital over $4.5 billion primarily in long-term, control investments in the middle market.
Target:Tacala LLC – Tacala is one of the nation’s largest franchisees of Taco Bell, operating 162 stores in the Southeastern United States.
Location:Alabama, USA
Purpose:To grow both businesses through new store development and acquisitions. 
Details:Trinity Capital, Paul Hastings LLP, and Burr & Forman LLP advised Tacala, while Ropes & Gray LLP advised and represented Altamont.

Sterling Investment Partners Acquired Southern California Pizza Company, LLC (Pizza Hut Franchisee)

Date:December 10, 2012
Price:Undisclosed Amount 
Buyer:Sterling Investment Partners – A private equity firm that invests in middle-market businesses with substantial market shares and growth potential.
Target:Southern California Pizza Company, LLC – California’s largest Pizza Hut franchisee and the third largest Pizza Hut franchisee in America.
Location:California, USA
Seller:Sentinel Capital Partners – An American private-equity firm focusing on mid-market companies.
Purpose:Jerry Ardizzone, chief executive of Southern California Pizza, said, “We have a solid management team, and we’ve had great results,” He added, “Together with our partners at Sentinel, we created a powerful Pizza Hut platform that is a leader in the important Los Angeles quick-service restaurant market.”
Details:Details of the transaction were undisclosed.

Centerbridge Partners Acquired PF Chang’s (Casual Dining Restaurant Chain)

Date:May 1, 2012
Price:$1.1 Billion
Buyer:Centerbridge Partners LP – A leading private investment firm. 
Target:P. F. Chang’s China Bistro – Founded in 1993 by Philip Chiang and Paul Fleming, Chang’s is a U.S.-based casual dining restaurant chain that offers Asian fusion cuisine.
Location:Arizona, USA
Purpose:Rick Federico, Chairman, and CEO of P.F. Chang’s, said, “We look forward to working with Centerbridge to further strengthen the company and our growing P.F. Chang’s, Pei Wei, True Food Kitchen, and Global Brands businesses.”
Details:Centerbridge will acquire all of P.F. Chang’s outstanding shares of common stock for $51.50 per share in cash, representing a premium of roughly 30% over the average closing share of P.F. Chang’s common stock for 30 days ending April 30, 2012.

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