In the case H J Heinz M A how can I financially analyze the company so I can come up with a recommendation at the end What kind of financial analysis should I do I attached below the case I want the question answered in maximun 10 hours as I have to submit it For the exclusive use of A Osmanai, 2019 REVISED APRIL 25, 2019 DAVID P STOWELL AND NICHOLAS KAWAR '14 KEL848 H J Heinz M A In December 2012 Jorge Paulo Lemann, a co founder and partner at investment firm 3G Capital, proposed to Warren Buffett that 3G and Berkshire Hathaway acquire H J Heinz Company After negotiating the purchase price, Heinz agreed to continue discussing the acquisition Although the food industry was mature, 3G and Berkshire Hathaway saw opportunities for Heinz both in expanding into emerging markets and realizing operational efficiencies in production Investment bankers representing both sides agreed that the acquisition was valued fairly But was this, in fact, a fair deal What could be the future consequences for shareholders, management, employees, and citizens of Pittsburgh, where Heinz had long been headquartered Also, what was the role of activist investors in bringing Heinz to this deal stage Proxy Fight Six years prior to the acquisition talks, in 2006, the market overall was booming companies signaled record profits merger and acquisition (M A) activity was strong and markets were showing signs of recovery from the dot com crash of the early 2000s The story was the opposite for Heinz quarterly losses piled up and shareholders demanded immediate changes Pressure for improvement was fierce, especially from Nelson Peltz, the outspoken activist investor who had recently acquired a 5 4 percent stake in Heinz through his investment fund, Trian Fund Management L P Peltz demanded that the company either be sold, or shed non core assets, aggressively repurchase stock, and trim the fat that had built up under the watch of William Johnson, Heinz's CEO Peltz demanded that he receive five board seats to add real management oversight to the weakening company In June 2006 Heinz announced a massive restructuring that eliminated more than 2,700 employees, closed fifteen factories, and initiated a $1 billion share buyback Heinz's effort to retain control of the company by embarking on this turnaround plan was only partially successful Ultimately, Peltz was able to secure two board seats on the twelve person board The foundation had been paved for a potential sale of the company down the road Market Conditions Following the 2008 2009 financial crisis that devastated the worldwide economy, the U S economy revived slowly The GDP growth rate oscillated around 2 percent, and many economists predicted a slight GDP rebound to 3 percent As consumer confidence grew, there was moderate growth in consumer spending and an increase in inventory Though dissenting opinions existed, 2014, 2019 by the Kellogg School of Management at Northwestern University This case was prepared by Professor David P Stowell and Nicholas Kawar '14 Cases are developed solely as the basis for class discussion Cases are not intended to serve as endorsements, sources of primary data, or illustrations of effective or ineffective management To order copies or request permission to reproduce materials, call 800 545 7685 (or 617 783 7600 outside the United States or Canada) or e mail custserv hbsp harvard edu No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsheet, or transmitted in any form or by any means electronic, mechanical, photocopying, recording, or otherwisewithout the permission of Kellogg Case Publishing This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 H J HEINZ M A KEL848 many economists and economic indicators pointed to the fact that the United States was on the road to recovery Within the food and beverage industry, many companies began to see a rebound in consumer purchasing Some executives saw growth opportunities by expanding their customer base to new geographic markets (including China, Russia, India, and the Latin America region), while others saw growth opportunities by leveraging economies of scale across fixed production lines M A activity increased from lows in 2008, as investors continued to pressure management to divest noncore product lines in search of more efficient businesses and to expand growth and margins through acquisitions The Acquisition Jorge Paulo Lemann and Warren Buffett, who had known each other for years, jointly decided that the Heinz turnaround that was started by Peltz had been successful and there was significant potential for continued global growth 3G informed CEO Johnson that it and Berkshire Hathaway were interested in jointly acquiring Heinz Johnson then presented the investors' offer of $70 00 per share of outstanding common stock to the Heinz board At a meeting on January 15, 2013, the board appointed a transaction committee and voted to retain Centerview and Bank of America Merrill Lynch as advisors Heinz's board and advisors discussed the trends that were negatively impacting Heinz, including low international GDP growth They also discussed alternatives to a sale, including remaining a standalone company or pursuing acquisition by another company in the food and beverage industry After updating its strategic plan and financial projections, Heinz informed 3G that without better financial terms it would not continue to discuss the possibility of an acquisition Two days later, 3G and Berkshire Hathaway returned with a revised proposal of $72 50 per share, for a total transaction value of $28 billion (including Heinz's outstanding debt) A week after the new proposal, Heinz agreed to continue discussing the acquisition Following a forty day go shop period1 (permitting Heinz some time to look for other investors) Heinz, 3G, and Berkshire Hathaway agreed to sign the deal on February 13, 2013 On that day, Bank of America Merrill Lynch and Centerview presented to the Heinz board their opinions that the acquirers' offer was fair from a financial perspective The transaction committee of the board also provided its approval of the acquisition after receiving a fairness opinion from Moelis Company, allowing execution of a merger agreement and a press release announcing the transaction 1 A go shop is a provision in a merger that allows a target to solicit interest from potential buyers of the company for a limited period of time (usually less than two months) after signing a definitive agreement with an initial buyer The right to solicit includes the ability to exchange confidential information about the target with a potential buyer based on the completion of a confidentiality agreement If a better offer emerges from the go shop process, the target company board is able to exercise a fiduciary out and terminate the merger agreement with the initial buyer This may be subject to payment of a break up fee 2 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 KEL848 H J HEINZ M A Key Dates2 12 12 12 Jorge Paulo Lemann, partner at 3G Capital, proposes to Warren Buffet that Berkshire Hathaway and 3G acquire Heinz Buffet responds positively 12 18 12 William Johnson, CEO of Heinz, meets with Lemann and Alexandre Behring, a managing partner at 3G They discuss the food and beverage industry without proposing an acquisition 1 10 13 Behring tells Johnson that 3G and Berkshire Hathaway are interested in jointly acquiring Heinz Johnson responds that he will inform the Heinz board if Behring will provide a written proposal, but that Heinz is not for sale 1 14 13 3G and Berkshire Hathaway provide a non binding proposal in which they offer to acquire Heinz at $70 00 per share for outstanding common stock 1 15 13 Heinz board meets to discuss the proposed acquisition, then appoints a transaction committee and votes to retain advisors (Centerview and Bank of America Merrill Lynch) 1 20 13 Heinz updates its financial projections and strategic plan 1 22 13 Heinz informs 3G that it will not advance discussions without improved financial terms 1 24 13 3G and Berkshire Hathaway provide a revised non binding proposal for $72 50 in cash per outstanding common share 1 30 13 Heinz board decides the proposal is an attractive option and allows continued discussions 2 1 13 3G and Berkshire Hathaway send a proposed term sheet to Centerview 2 7 13 New draft term sheet is provided that includes a forty day go shop period 2 8 13 All parties agree to sign by February 13 2 13 13 Moelis Company presents a fairness opinion to the transaction committee, which then recommends to the Heinz board that the company be sold The other advisors present fairness opinions and the board approves the transaction 2 14 13 Heinz, 3G, and Berkshire Hathaway issue a press release announcing the transaction 3 30 13 Heinz announces that shareholders approved the acquisition 2 Heinz Proxy Statement, http www sec gov Archives edgar data 46640 000119312513089866 d491866dprem14a htm KELLOGG SCHOOL OF MANAGEMENT 3 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 H J HEINZ M A KEL848 The History of Heinz The H J Heinz Company was established in 1869 when founder Henry J Heinz began selling bottled horseradish in Sharpsburg, Pennsylvania The company was incorporated in 1900 and has been headquartered in Pittsburgh, Pennsylvania, since then In 1896 Heinz was selling more than sixty products, including ketchup, allowing the company to adopt the slogan 57 Varieties As one of the first food processing companies in the United States, Heinz allowed customers who were used to preparing their own food to buy pre prepared and packaged foods such as beans, soups, pickles, and condiments Heinz was first listed on the New York Stock Exchange in 1946 It began acquiring other companies in 1978, starting with Weight Watchers International Heinz had historically placed great emphasis on its headquarters location in Pittsburgh and has demonstrated loyalty to its employees there The Heinz mission statement is As the trusted leader in nutrition and wellness, Heinzthe original Pure Food Companyis dedicated to the sustainable health of people, the planet and our Company William Johnson, Heinz's CEO during the acquisition, began working at Heinz in 1982 and became CEO in 2000, when he replaced Tony O'Reilly, the company's first CEO from outside the Heinz family Heinz announced that at the completion of the acquisition, Bernardo Hees would become the CEO, after transitioning from his previous role as the CEO of Burger King, a portfolio company of 3G Product Overview Most consumers associate Heinz with the ubiquitous glass ketchup bottle stamped 57, but Heinz sold hundreds of other products Its range of products included condiments, frozen food, soups, infant nutrition, and more Some of its products popular in the United States included Classico pasta sauces, Bagel Bites, and TGI Friday's frozen appetizers Although many Heinz products were considered staples in the United States, 60 percent of the company's sales were generated from markets outside the United States 3 Heinz divided its business segments into North America, U S Foodservice, Europe, Asia Pacific, and the rest of the world Heinz had been able to adapt to different cultural climates in a variety of global markets For example, in Italy, Heinz was known for the baby food Plasmon, and in the United Kingdom, Heinz Beans was very popular One challenge of selling products in so many different regions was that Heinz's earnings were sensitive to exchange rate variations Heinz's sales in the rest of the world, which principally represented developing countries, had expanded rapidly, with 108 3 percent sales growth in 2012 (see Table 1) 4 3 4 Heinz 2012 10 K Ibid 4 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 KEL848 H J HEINZ M A Table 1 Heinz Sales by Market Segment ($ in billions) Market Segment Sales in 2011 Sales in 2012 Europe 3 25 3 44 Asia Pacific 2 32 2 57 3 24 North America 3 27 U S Foodservice 1 41 1 42 Rest of World 0 47 0 98 Source Heinz 2012 10 K Growth Opportunities Although the food industry was mature, investors had been pleased with Heinz's entrance into the emerging markets, even though these markets represented less than 9 percent of the company's revenue 5 Competition in emerging markets was disaggregated Traditional competitors had entered at approximately the same pace as Heinz, but a clear market leader had not yet been crowned According to some economists, the BRIC countries (Brazil, Russia, India, and China) were expected to overtake the G7 countries (United States, the United Kingdom, France, Germany, Italy, Canada, and Japan) in economic growth by the year 2027, fueling strong potential growth in product sales Earnings growth for Heinz was expected to be based on the use of improved technology and supply chain management The company planned on investing less in product R D as it focused increasingly on improving production procedures in order to optimize plant capacity utilization and minimize or repurpose waste Raw material providers and distribution channels were expected to continue to consolidate, creating cost reduction opportunities for the mainstream food producers, including Heinz Buyer Overview 3G Capital was an investment firm with offices in New York and Rio de Janeiro 3G's expertise was in the retail and consumer sector Brazilian co founders Jorge Paulo Lemann, Carlos Alberto Sicupira, Marcel Herrmann Telles, and Roberto Thompson Motta all acted as board members 3G acquired Burger King in September 2010 for $4 billion, and two of 3G's co founders were board members of Burger King The firm had previously invested in Jack in the Box and Wendy's, but sold its shares prior to its acquisition of Burger King Berkshire Hathaway, a holding company, was established in 1955 by Warren Buffett and was headquartered in Omaha, Nebraska Ranking ninth on Forbes's list of biggest publicly owned companies, Berkshire owned companies in a variety of industries, including insurance, railroad, and retail Berkshire's portfolio included several food and beverage companies, including Dairy Queen, The Pampered Chef, and See's Candies Berkshire Hathaway owned 18 percent of CocaCola and a portion of Mars, Inc 5 Ibid KELLOGG SCHOOL OF MANAGEMENT 5 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 H J HEINZ M A KEL848 Investment Bankers For Buyers J P Morgan, Lazard, and Wells Fargo were retained by 3G and Berkshire Hathaway to advise on the transaction and to provide fairness opinions For Heinz Bank of America Merrill Lynch, Centerview, and Moelis Co were retained by the Heinz board to advise on the transaction and to provide fairness opinions Transaction Dynamics Structuring Berkshire and 3G considered various forms of legal ownership, ultimately settling on a reverse triangular merger whereby Hawk Acquisition Sub, a fully owned holding corp of Hawk Acquisition Holding, which was controlled by Berkshire Hathaway and 3G, would merge with Heinz Immediately after the merger, Hawk Acquisition Sub would be renamed Heinz, as the surviving entity This structure helped avoid triggering major change in control and due on sale clauses embedded within existing Heinz contracts and agreements Termination Fees Heinz agreed to pay a break up fee of $750 million in cash in the event that the merger agreement was terminated by the company, or if the merger was not completed by November 13, 2013, or if its shareholders did not approve the merger The buyers agreed to a reverse termination fee of $1 4 billion to protect shareholders in the event that the buyers failed to complete the transaction Commitment to Pittsburgh When Heinz attempted to acquire Hershey Food Company in the early 2000s, the deal fell apart when many Hershey stakeholders expressed concerns about a possible relocation away from Hershey, Pennsylvania, after Heinz was silent regarding this possibility The Heinz board learned from this experience and considered the impact of potentially transitioning Heinz out of Pittsburgh following sale of the company (including the impact on naming rights to the Heinz football stadium) During merger negotiations, CEO Johnson confirmed that there were no plans to relocate operations outside of the original company headquarters in Pittsburgh Synergies Many M A transactions generate significant value from merger synergies, which can vary in size for every transaction The schedule in Table 2 provides an overview of typical synergies for different industries 6 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 KEL848 H J HEINZ M A Table 2 Median Announced Synergies as a of Target Sales Health care 9 9 Service 4 9 Food Finance 8 6 Construction 4 4 Retail 3 2 3 0 Chemicals 8 0 Communications 4 4 Autos 2 9 Mining 7 3 Beer 4 2 Oil 2 4 Household 5 1 Technology 4 0 Wholesale 2 0 Average 5 0 Source Adapted from FactSet and Jens Kengelbach, Dennis Utzerath, Christoph Kaserer, and Sebastian Schatt, Boston Consulting Group and Technische Universitt Mnchen, Divide and Conquer How Successful M A Deals Split the Synergies, March 2013, http www bcg de documents file130658 pdf In the Heinz transaction, both buyers had investments in related business Berkshire Hathaway owned See's Candies, The Pampered Chef, Mars Inc , and Dairy Queen, while 3G Capital owned Burger King Holdings Despite these complimentary portfolio companies, the buyers estimated virtually zero synergies in the Heinz acquisition Heinz management and the buyers repeatedly stated that Heinz would continue to operate as an independent portfolio company Acquisition Premium Figure 1 below depicts historical acquisition premiums the acquisition price compared to the target company's share price one day prior to announcement of the acquisition For comparative purposes, Heinz's acquisition price was approximately 20 percent above the company's previous day closing share price Figure 1 Historical Acquisition Premiums Source Dealogic 2013 KELLOGG SCHOOL OF MANAGEMENT 7 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 H J HEINZ M A KEL848 Equity Analyst Commentary on the Acquisition The packaged food industry has been ripe for value enhancing transactionsboth marriages and divorcesfor quite some time To that end, H J Heinz announced that it is to be acquired by Berkshire Hathaway and Brazilian private equity firm 3G Capital in a $28 billion deal ($72 50 per share) Our initial take is that this is a fabulous deal for Heinz shareholders, representing a nearly 30 premium to our stand alone $56 fair value estimate and a 20 premium to the closing price the day before the announcement We are raising our fair value estimate to the takeout price, as we don't anticipate any roadblocks to the deal's completion Erin Lash, CFA, Morningstar Equity Research H J Heinz Company, February 14, 2013 Apparently, Warren Buffett likes ketchup a lot Berkshire Hathaway and 3G announced their acquisition of HNZ for $72 50, representing a 20 premium to yesterday's closing price We view this acquisition as a good deal for HNZ shareholders and believe it also has positive valuation implications for the group considering (1) the price paid (a rich multiple, particularly for a financial transaction), (2) that the buyer is Berkshire Hathaway, and (3) that Heinz's recent fundamentals (minimal EBIT growth in the past 12 months) have been challenged Edward Aaron, CFA, RBC Capital Markets Price Target Revision Comment, February 14, 2013 Heinz satisfies Berkshire's preference for companies with strong brands, cash flow discipline, and good management There is also potential for a step up in profit margins three years from now as the company comes to the completion of its information systems overhaul and starts reaping the benefits of the scale it is building in emerging markets This bid has positive implications for valuation across the staples space Low borrowing costs give private equity a lot of firepower, and they like companies like these because the strong and consistent cash flows allow for a high degree of financial leverage Campbell, Unilever, Nestle, and Kraft Foods have all been considered potential candidates for a Heinz merger in the past, but we would be highly surprised if any one of them tried to top the Berkshire 3G bid Cost synergies with Kraft and Campbell in the U S would theoretically be significant, but not internationally Neither Unilever nor Nestle appear interested strategically We think private equity would have a hard time topping this particular bid given the size of the deal and the financial firepower of Berkshire Robert Moskow, Credit Suisse H J Heinz Company Research Report, February 14, 2013 Competitor Overview Heinz, one of the leading food products company in the world, competed with companies on multiple fronts Although few competitors offered exactly the same robust line of products, the following companies posed continued threats to Heinz's market share 8 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 KEL848 H J HEINZ M A Campbell Founded in 1922, Campbell Soup Company, together with its consolidated subsidiaries, produced and marketed convenience food 6 The company was headquartered in Camden, New Jersey Campbell had eleven operating segments based on product type and geographic location and reports the results of operations in the following segments U S Simple Meals, Global Baking and Snacking, International Simple Meals and Beverages, U S Beverages, and North America Foodservice ConAgra Foods ConAgra Foods, Inc was one of North America's largest packaged food companies 7 Its portfolio included consumer brands found in 97 percent of U S households The company had the largest private brand packaged food business in North America and a strong commercial and foodservice business Consumers could find recognized brands such as Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt's, Marie Callender's, Odom's Tennessee Pride, Orville Redenbacher's, PAM, Peter Pan, Reddi wip, Slim Jim, Snack Pack, and many other ConAgra Foods brands and products, along with food sold by ConAgra Foods under private brands, in grocery, convenience, mass merchandise, club stores, and drugstores The company also had a strong commercial foods presence, supplying frozen potato and sweet potato products, as well as other vegetable, spice, bakery, and grain products to a variety of well known restaurants, foodservice operators, and commercial customers The company's recent acquisitions included Banquet, Chef Boyardee, PAM, Marie Callender's, and Alexia Nestl Nestl was the world's number one food and drinks company in terms of sales, Nestl was also the world leader in coffee (Nescaf) 8 It also made coffee for the home brewing system, Nespresso Nestl was one of the world's top bottled water makers (Nestl Waters), one of the biggest frozen pizza makers (DiGiorno), and a big player in the pet food business (Friskies, Purina) Its most wellknown global food brands included Buitoni, Dreyer's, Maggi, Milkmaid, Carnation, and Kit Kat The company owned Gerber Products and Jenny Craig North America was Nestl's most important market Kraft Foods Kraft Foods Group was one of the largest consumer packaged food and beverage companies in North America and one of the largest worldwide among publicly traded consumer packaged food and beverage companies, with net revenues of $18 3 billion and earnings from continuing 6 The information in this paragraph has been adapted from Campbell 2012 10 K The information in this paragraph has been adapted from ConAgra Foods Company Fact Sheet, http www conagrafoods comewsroom company fact sheet (accessed September 8, 2014) and ConAgra Foods What Do We Do https www youtube com watch v gVz5UagmjwI (accessed September 8, 2014) 8 The information in this paragraph has been adapted from Nestl S A Company Profile, http biz yahoo com ic 41 41815 html (accessed September 8, 2014) 7 KELLOGG SCHOOL OF MANAGEMENT 9 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 H J HEINZ M A KEL848 operations before income taxes of $2 5 billion in 2012 9 The company manufactured and marketed food and beverage products, including refrigerated meals, refreshment beverages and coffee, cheese, and other grocery products, primarily in the United States and Canada, under a host of iconic brands Its diverse brand portfolio consisted of many of the most popular food brands in North America, including two brands with annual net revenues exceeding $1 billion eachKraft cheeses, dinners, and dressings and Oscar Mayer meatsplus more than twenty five brands with annual net revenues of between $100 million and $1 billion each General Mills General Mills, Inc , incorporated in 1928, was a leading global manufacturer and marketer of branded consumer foods sold through retail stores 10 The company was also a leading supplier of branded and unbranded food products to the foodservice and commercial baking industries It manufactured products in sixteen countries and marketed them in more than 100 countries Its joint ventures manufactured and marketed products in more than 130 countries worldwide Product categories in the United States included ready to eat cereals, refrigerated yogurt, ready to serve soup, dry dinners, shelf stable and frozen vegetables, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, grain, fruit and savory snacks, and a wide variety of organic products including granola bars, cereal, and soup In Canada, its product categories included ready to eat cereals, shelf stable and frozen vegetables, dry dinners, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza snacks, refrigerated yogurt, and grain and fruit snacks In markets outside the United States and Canada, its product categories included super premium ice cream and frozen desserts, refrigerated yogurt, snacks, shelf stable and frozen vegetables, refrigerated and frozen dough products, and dry dinners Smucker The J M Smucker Company was established in 1897 and incorporated in Ohio in 1921 11 It operated in the manufacturing and marketing of branded food products globally, although the majority of its sales were in the United States Net sales outside the United States represented approximately 9 percent of consolidated net sales for 2013 The company had three reportable segments U S Retail Coffee, U S Retail Consumer Foods, and International, Foodservice, and Natural Foods The two U S retail market segments in total comprised more than 75 percent of consolidated net sales in 2013 and represented a major portion of its strategic focus The International, Foodservice, and Natural Foods segments represented sales outside of the U S retail markets, and had grown recently primarily as a result of contribution from the acquisition of the North American foodservice coffee and hot beverage business from Sara Lee Corporation in January 2012 The company's principal products were coffee, peanut butter, fruit spreads, shortening and oils, baking mixes and ready to spread frostings, canned milk, flour and baking ingredients, juices and beverages, frozen sandwiches, toppings, syrups, and pickles and condiments 9 The information in this paragraph has been adapted from Kraft 2012 10 K The information in this paragraph has been adapted from General Mills 2013 10 K 11 The information in this paragraph has been adapted from Smucker 2010 10 K 10 10 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 KEL848 H J HEINZ M A Kellogg Company The Kellogg Company, founded in 1906 and incorporated in Delaware in 1922, was engaged in the manufacture and marketing of ready to eat cereal and convenience foods 12 Its principal products were ready to eat cereals and convenience foods, such as cookies, crackers, savory snacks, toaster pastries, cereal bars, fruit flavored snacks, frozen waffles, and veggie foods These products were mainly manufactured in house in eighteen countries and marketed in more than 180 countries Its cereal products were generally marketed under the Kellogg's name and were sold to the grocery trade through direct sales forces for resale to consumers It also marketed cookies, crackers, chips, and other convenience foods, under brands such as Kellogg's, Keebler, Cheez It, Murray, Austin, and Famous Amos, to supermarkets in the United States The Hershey Company The Hershey Company was incorporated under the laws of the State of Delaware on October 24, 1927 as a successor to a business founded in 1894 by Milton S Hershey 13 It was the largest producer of quality chocolate in North America and a global leader in chocolate and sugar confectionery Its principal product groups included chocolate and sugar confectionery products pantry items, such as baking ingredients and toppings beverages and gum and mint refreshment products The company marketed its products in approximately seventy countries worldwide It operated under a matrix reporting structure designed to ensure continued focus on North America and on continuing its transformation into a more global company Its business was organized around geographic regions and strategic business units this structure was designed to enable the company to build processes for repeatable success in its global markets Groupe Danone Groupe Danone was a socit anonyme, a form of limited liability company, organized under the laws of the Republic of France 14 It was incorporated on February 2, 1899 Under Groupe Danone's bylaws, revised in 1941, the company's existence was to last 141 years, until December 13, 2040, except in the event of earlier dissolution or extension In 1997 the group's management decided to focus on three core activities on a worldwide basis (fresh dairy products, beverages, and biscuits and cereal products) The group had since completed several significant divestitures in grocery, pasta, ready to serve meals and confectionery activities, mainly in France, Belgium, Italy, Germany, and Spain PepsiCo, Inc PepsiCo, Inc was incorporated in Delaware in 1919 and was reincorporated in North Carolina in 1986 15 It was a leading global food and beverage company with brands that were respected 12 The information in this paragraph has been adapted from Kellogg Company Profile, http www buyandhold com StockMgr request display profile symbol k (accessed September 8, 2014) 13 The information in this paragraph has been adapted from Hershey Company Profile, http www buyandhold com StockMgr request display profile symbol HSY (accessed September 8, 2014) 14 The information in this paragraph has been adapted from Groupe Danone 20 F SEC Filing, April 2, 2007 15 The information in this paragraph has been adapted from PepsiCo 2012 10 K KELLOGG SCHOOL OF MANAGEMENT 11 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 H J HEINZ M A KEL848 household names throughout the world Through its operations, authorized bottlers, contract manufacturers, and other partners, the company made, marketed, sold, and distributed a wide variety of convenient and enjoyable foods and beverages, serving customers and consumers in more than 200 countries and territories Its products were brought to market through direct storedelivery, customer warehouse and distributor networks It owned numerous valuable trademarks, including Aquafina, Aunt Jemima, Cap'n Crunch, Cheetos, Cracker Jack, Doritos, Duyvis, FritoLay, Fritos, Gatorade, Izze, Mother's, Mountain Dew, Mller, Naked, Pepsi, Propel, Quaker, RiceA Roni, Ruffles, 7UP, Sierra Mist, SoBe, Stacy's, SunChips, Tostitos, and Tropicana Joint ventures in which it participated either owned or had the right to use certain trademarks, such as Lipton, Mller, Starbucks, and Sabra Unilever plc Unilever was one of the world's leading suppliers of food, home, and personal care products with sales in more than 190 countries 16 Its products were present in seven out of ten homes globally and were used by more than 2 billion people on a daily basis It generated annual sales of more than 50 billion in 2012 More than half of the company's footprint was in the faster growing developing and emerging markets (55 percent in 2012) Its portfolio included some of the world's best known brands, including Knorr, Persil Omo, Dove, Sunsilk, Hellmann's, Lipton, Rexona Sure, Wall's, Lux, Rama, Pond's, and Axe Mondelz International, Inc Mondelz International was one of the world's largest snack companies, with global net revenues of $35 0 billion and earnings from continuing operations of $1 6 billion in 2012 17 Beginning on October 1, 2012, following the spinoff of its North American grocery operations to their shareholders, Mondelz International was a new company in name and strategy, yet it carried forward the values of its legacy organization and the heritage of its iconic brands The company manufactured and marketed food and beverage products for consumers in approximately 165 countries around the world It held the number one position globally in biscuits, chocolate, candy, and powdered beverages, as well as the number two position in gum and coffee Its portfolio included nine brands with annual revenues exceeding $1 billion each, including Oreo, Nabisco, and LU biscuits Milka, Cadbury Dairy Milk, and Cadbury chocolates Trident gum Jacobs coffee and Tang powdered beverage It changed its name from Kraft Foods Inc to Mondelz International, Inc following a spinoff on October 2, 2012 16 The information in this paragraph has been adapted from Unilever Completes Sale of Wish Bone and Western brands to Pinnacle Foods, press release, October 1, 2013 17 The information in this paragraph has been adapted from Mondelz International 2012 10 K 12 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 KEL848 H J HEINZ M A Exhibit 1 Heinz Financial and Market Information HEINZ SHARE PRICE JANUARY 22, 2007 JANUARY 22, 2013 $70 0 $60 0 $50 0 $40 0 $30 0 $20 0 $10 0 $0 0 Source Yahoo Finance HEINZ SHARE PRICE NOVEMBER 1, 2012 APRIL 1, 2013 $80 0 $70 0 $60 0 $50 0 $40 0 $30 0 $20 0 $10 0 $0 0 1Nov12 1Dec12 1Jan13 1Feb13 1Mar13 Source Yahoo Finance KELLOGG SCHOOL OF MANAGEMENT 13 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 H J HEINZ M A KEL848 Exhibit 2 Discounted Cash Flow (DCF) Analysis18 COST OF EQUITY FOR HEINZ AND ITS COMPETITORS Company Betaa Data Campbell 0 848 10 year treasury yield 1 8 ConAgra Foods 0 677 Market risk premium 6 0 General Mills 0 688 Groupe Danone 0 736 Hershey 0 780 Kellogg 0 665 Kraft 0 897 Mondelz 1 030 Nestle S A 0 821 PepsiCo 0 657 Unilever 0 772 Smucker 0 817 Mean 0 782 Median 0 776 Heinz 0 651 a Rate ( ) Represents levered beta Source FactSet 18 Note that prevailing interest rates at the time of the transaction were low by historical standards The actual cost of capital that was used by the company reflected a higher interest rate than the rate implied by outstanding debt Students should calculate WACC based on information in Exhibit 2 as the lower bound for WACC, but a sensitivity analysis should also be completed based on realistic longterm expectations for interest rates and consideration of the issuance by the company of $8 billion of preferred shares with a 9 dividend to Berkshire Hathaway 14 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 KEL848 H J HEINZ M A Exhibit 2 (continued) COST OF DEBT FOR HEINZ (US$ IN THOUSANDS) Debt 2013 Japanese yen credit agreement due October 2012 (variable rate) 2012 186,869 Other U S dollar debt due May 2013November 2034 (0 94 7 96 ) 25,688 43,164 Other non U S dollar debt due May 2013May 2023 (3 50 11 00 ) 56,293 64,060 5 35 U S dollar notes due July 2013 499,993 499,958 8 0 Heinz finance preferred stock due July 2013 350,000 350,000 Japanese yen credit agreement due December 2013 (variable rate) 163,182 199,327 500,000 U S dollar private placement notes due May 2014May 2021 (2 11 4 23 ) 500,000 Japanese yen credit agreement due October 2015 (variable rate) 152,983 U S dollar private placement notes due July 2016July 2018 (2 86 3 55 ) 100,000 100,000 2 00 U S dollar notes due September 2016 299,933 299,913 1 50 U S dollar notes due March 2017 299,648 299,556 U S dollar remarketable securities due December 2020 119,000 119,000 3 125 U S dollar notes due September 2021 395,772 395,268 2 85 U S dollar notes due March 2022 299,565 299,516 6 375 U S dollar debentures due July 2028 231,396 231,137 6 25 British pound notes due February 2030 192,376 202,158 6 75 U S dollar notes due March 2032 435,185 435,112 7 125 U S dollar notes due August 2039 628,082 626,747 4,749,096 4,851,785 Total long term debt Hedge accounting adjustments Less portion due within one year Total long term debt 122,455 128,444 (1,023,212) (200,248) 3,848,339 4,779,981 4 70 4 28 Weighted average interest rate on long term debt Source Heinz 2012 10 K HEINZ TAXES Tax Rate History 2013 2012 2011 U S federal statutory tax rate 35 0 35 0 35 0 Effective tax rate 18 0 19 8 26 2 Source Heinz 2012 10 K HEINZ FINANCIAL FORECAST (US$ IN MILLIONS, EXCEPT PER SHARE DATA) 2013E 2014P 2015P 2016P 2017P 2018P Revenue For Fiscal Year Ending April 11,529 12,141 12,657 13,112 13,744 14,446 EBITDA 2,057 2,195 2,340 2,453 2,613 2,789 EBIT 1,705 1,834 1,965 2,061 2,202 2,355 Fully diluted earnings per share $3 58 $3 78 $3 83 $4 00 $4 29 $4 60 Source Heinz 2012 10 K KELLOGG SCHOOL OF MANAGEMENT 15 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 H J HEINZ M A KEL848 Exhibit 3 Heinz Historical Financial Statements (US$ in thousands, except per share data, unless otherwise specified) CONSOLIDATED STATEMENTS OF INCOME 12 Months Ended Apr 28, 2013 Apr 29, 2012 Apr 27, 2011 11,529 11,508 10,559 Cost of products sold 7,333 7,513 6,614 Gross profit 4,195 3,995 3,944 Selling, general, and administrative expenses 2,534 2,492 2,257 Operating income 1,688 Sales 1,662 1,502 Interest income 28 35 23 Interest expense 284 293 273 Other expense, net (62) (8) (21) 1,344 1,236 1,416 242 245 371 1,102 991 1,046 (75) (51) (40) 1,027 940 1,006 Loss from continuing operations before income tax Provision for income taxes Income from continuing operations Loss from discontinued operations, net of tax Net income Less Net income attributable to the non controlling interest Net income attributable to H J Heinz Company 14 17 16 1,013 923 990 Average common shares outstandingbasic (millions) 321 321 320 Average common shares outstandingdiluted (millions) 323 323 323 2,057 1,947 1,862 Earnings before interest, taxes, depreciation, and amortization Source Heinz 2012 10 K 16 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 KEL848 H J HEINZ M A Exhibit 3 (continued) CONSOLIDATED BALANCE SHEETS 12 Months Ended Apr 28, 2013 Apr 29, 2012 1,330 Cash and cash equivalents 2,477 Receivables (net of allowance) 1,074 994 Inventories 1,333 1,329 Prepaid expenses Total current assets 252 229 5,136 3,882 Property, plant, and equipment, net 2,459 2,484 Goodwill and intangible assets 4,495 4,684 Other non current assets Total assets 850 933 12,939 11,983 Short term debt and current portion of long term debt 2,160 247 Payables 1,493 1,349 Accrued liabilities 1,019 951 Income taxes Total current liabilities Long term debt 114 102 4,787 2,648 3,848 4,780 Deferred income taxes 679 818 Non pension post retirement benefits 240 231 Other non current liabilities 507 581 5,274 6,411 Total long term debt and other non current liabilities Non controlling interest Capital stock Additional capital 77 166 108 108 609 595 7,907 7,567 Treasury shares, at cost (4,647) (4,666) Accumulated other comprehensive loss (1,175) (845) 2,849 2,811 12,939 11,983 Retained earnings Total equity Total liabilities and equity Source Heinz 2012 10 K KELLOGG SCHOOL OF MANAGEMENT 17 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 For the exclusive use of A Osmanai, 2019 H J HEINZ M A KEL848 Exhibit 3 (continued) CONSOLIDATED STATEMENTS OF CASH FLOWS 12 Months Ended Apr 28, 2013 Apr 29, 2012 Apr 27, 2011 OPERATING ACTIVITIES Net income 1,027 940 1,006 Depreciation 302 296 255 Amortization 47 47 43 Deferred tax (benefit) provision (87) (95) 154 Pension contributions (22) Adjustments to reconcile net income to cash provided by operating activities (69) (23) Asset write downs impairments 56 59 0 Other items, net 85 75 98 (166) 172 (91) (49) 61 (81) 14 (12) (2) Accounts payable 169 (72) 233 Accrued liabilities 72 (20) (61) Changes in current assets and liabilities, excluding effects of acquisitions Receivables (incl proceeds from securitization) Inventories Prepaid expenses and other current assets Income taxes Cash provided by operating activities (9) 66 51 1,390 1,493 1,584 INVESTING ACTIVITIES (399) (419) (336) Proceeds from disposals of PP E, net Capital expenditures 19 7 (605) Proceeds from divestitures 17 4 2 0 57 0 (5) Sale of short term investments Change in restricted cash Other items, net Cash used for investing activities 4 (39) (14) (11) (6) (373) (402) (950) FINANCING ACTIVITIES Net proceeds (payments) on short term debt 1,090 (43) (193) Dividends (666) (619) (580) Purchase of treasury stock (139) (202) (70) Exercise of stock options 113 83 155 Acquisition of subsidiary shares from non controlling interests (80) (55) (6) Earn out settlement (45) 0 0 2 1 28 (483) Other items, net 257 (363) Effect of exchange rate changes on cash and CE (128) (122) 90 Net increase in cash and cash equivalents 1,146 606 241 Cash and cash equivalents at beginning of year 1,330 724 483 Cash and cash equivalents at end of year 2,477 1,330 724 Cash provided by (used for) financing activities Source Heinz 2012 10 K 18 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 8 6 Heinz This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 8 8 7 6 4 1 6 7 12 2 (1 5) 10 2 (35 6) 7 6 9 3 8 0 6 7 16 8 4 5 2012 1 9 2 4 3 4 (0 5) 1 2 1 4 1 7 1 2 (0 4) 4 5 6 7 3 3 3 2 13 4 5 1 2013(E) Revenue Growth ( ) KELLOGG SCHOOL OF MANAGEMENT Source FactSet 5 9 7 8 14 5 Smucker Median 1 6 Unilever Mean 15 0 PepsiCo 10 5 (23 8) Nestl S A 6 5 Kellogg Kraft Mondelz 7 2 13 6 Hershey 11 9 Groupe Danone 7 8 (0 2) General Mills ConAgra Foods Campbell 2011 GROWTH ANALYSIS 4 4 3 3 3 3 3 0 1 6 4 2 4 3 4 3 2 4 2 7 6 2 4 5 3 7 0 3 2 1 2014(E) Exhibit 4 Comparable Company Metrics H J HEINZ M A 2 9 3 0 2 3 1 5 (2 0) 8 3 (9 3) 9 3 (1 6) 8 5 9 7 5 3 3 0 (7 8) 2011 1 7 8 5 3 7 8 5 12 4 (5 6) 9 9 (37 6) 5 0 10 4 4 3 4 4 19 0 9 9 2012 7 4 4 5 5 4 4 4 4 6 3 5 2 7 (0 1) 9 8 7 5 9 9 (2 5) 5 3 18 0 1 4 2013(E) EBITDA Growth ( ) 6 4 5 7 6 5 4 7 3 7 6 8 5 8 10 2 12 3 4 8 8 6 7 2 5 2 5 6 3 3 2014(E) 9 5 3 2 3 0 0 9 (6 1) 6 5 (4 8) 13 4 2 4 10 6 6 6 3 2 5 1 (4 3) 2011 8 6 8 1 8 6 3 6 13 5 12 6 (6 8) 9 6 (39 3) (0 3) 14 9 4 2 5 1 17 4 4 0 6 7 5 6 8 6 1 2 5 6 5 2 8 1 8 5 8 5 5 7 8 5 9 3 6 7 1 8 14 0 7 6 10 7 6 9 7 8 10 9 5 5 19 2014(E) 12 0 1 7 11 8 14 6 (4 2) 8 2 7 7 (1 7) 2013(E) EPS Growth ( ) 2012 KEL848 For the exclusive use of A Osmanai, 2019 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 34 3 38 8 41 2 52 2 KELLOGG SCHOOL OF MANAGEMENT Source FactSet 35 5 Heinz 39 7 40 2 39 9 34 2 Smucker Mean 39 9 Unilever Median 34 6 52 0 PepsiCo 37 4 47 6 35 1 47 4 Mondelz Nestl S A 31 8 40 1 43 8 50 8 36 1 22 9 37 3 2012 35 8 38 0 40 1 36 4 42 8 53 0 47 9 37 5 32 8 38 6 46 2 49 8 36 2 22 3 37 5 2013(E) Gross Margin ( ) 41 3 Kellogg Kraft 52 5 42 4 36 9 General Mills Groupe Danone 22 2 ConAgra Foods Hershey 38 8 Campbell 2011 PROFITABILITY ANALYSIS Exhibit 4 (continued) H J HEINZ M A 36 0 38 7 40 4 36 7 42 8 53 3 48 0 38 2 32 8 39 2 47 0 49 8 36 5 22 9 37 6 2014(E) 17 3 18 7 18 2 20 2 16 1 19 7 18 7 16 0 17 8 21 4 18 0 19 9 12 9 19 3 2011 17 3 18 0 18 0 20 6 16 1 18 9 18 6 15 5 16 9 17 3 21 7 17 4 19 5 13 1 20 3 2012 17 9 18 7 18 3 21 6 16 6 19 3 18 8 15 3 18 6 17 8 22 3 16 4 19 9 13 6 19 5 2013(E) EBITDA Margin ( ) 18 2 19 4 18 9 21 9 17 0 19 8 19 1 16 2 20 4 18 2 22 8 16 8 20 2 14 4 19 8 2014(E) 7 9 9 3 9 1 8 3 9 2 10 6 11 3 7 5 9 3 10 3 8 7 9 4 5 8 10 0 2011 9 5 9 1 9 0 9 2 8 8 9 9 11 5 8 6 9 0 6 8 9 9 8 0 10 4 5 0 10 4 9 6 9 4 9 3 10 4 9 1 10 1 9 7 10 0 9 7 10 8 9 4 10 4 8 0 11 7 7 9 10 2 9 6 12 3 7 9 10 5 6 3 9 8 20 2014(E) 11 4 9 2 9 2 11 8 7 2 10 3 5 6 9 6 2013(E) Net Margin ( ) 2012 KEL848 For the exclusive use of A Osmanai, 2019 7 6 Heinz This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 7 6 7 8 8 0 6 0 10 2 8 8 8 8 3 6 7 0 7 1 14 4 5 8 8 5 4 9 11 2 2012 9 5 8 3 8 2 6 7 10 2 8 9 8 3 3 7 7 2 8 9 16 6 5 2 8 3 4 6 9 7 2013(E) Return on Assets ( ) KELLOGG SCHOOL OF MANAGEMENT Source FactSet 8 7 8 4 5 3 Smucker Median 10 4 Mean 10 0 8 4 Nestl S A Unilever 4 3 Mondelz PepsiCo 10 4 Kraft Kellogg 5 9 Groupe Danone 14 5 7 9 General Mills Hershey 6 7 11 5 ConAgra Foods Campbell 2011 RETURNS ANALYSIS Exhibit 4 (continued) H J HEINZ M A 9 9 8 6 8 5 7 0 10 0 9 4 8 6 4 0 8 2 9 2 16 6 5 8 8 6 4 8 10 1 2014(E) 29 4 23 9 32 0 8 8 29 1 33 2 15 9 11 4 62 8 69 5 13 6 23 9 16 7 67 4 2011 31 5 27 9 31 8 10 6 30 0 29 8 18 0 8 8 46 0 45 6 68 8 13 6 26 0 15 6 69 3 2012 39 2 26 7 30 3 11 8 28 6 29 8 17 0 7 8 45 0 46 1 64 2 12 4 24 7 15 9 60 4 2013(E) Return on Equity ( ) 37 4 26 3 28 4 12 6 28 1 30 9 17 0 7 5 47 0 39 6 53 6 13 7 24 6 14 5 51 9 2014(E) 1 92 1 38 1 45 1 89 1 17 2 03 1 95 1 16 1 67 1 38 1 39 1 22 0 95 1 16 2011 2 06 1 39 1 39 2 05 1 27 2 13 2 05 0 52 0 50 1 74 1 54 1 45 1 32 0 99 1 16 2012 2 22 1 65 1 62 2 31 1 43 2 24 2 39 1 80 1 74 2 54 1 50 2 40 0 58 2 25 2 13 2 12 1 89 2 03 1 55 1 71 1 02 1 34 21 2014(E) 0 54 2 03 1 79 1 81 1 45 1 52 1 00 1 25 2013(E) Dividend per Share ( ) KEL848 For the exclusive use of A Osmanai, 2019 0 5x Heinz This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 0 5x 0 5x 0 6x 0 7x 1 0x 0 6x KELLOGG SCHOOL OF MANAGEMENT Source FactSet 0 8x 0 6x 0 8x Smucker Median 1 0x Unilever Mean 0 6x PepsiCo 1 1x 0 3x 1 7x 0 4x 0 3x 0 4x Kellogg 1 2x Mondelz 1 2x Hershey 0 5x Nestl S A 0 5x Groupe Danone 0 5x 0 4x 0 5x General Mills 0 3x 0 5x 2012 0 6x 0 5x 0 6x 0 7x 1 1x 0 6x 1 0x 0 4x 0 4x 0 4x 1 5x 0 5x 0 5x 0 3x 0 4x 2013(E) Net Debt EBITDA 0 7x ConAgra Foods Kraft 0 6x Campbell 2011 LEVERAGE ANALYSIS Exhibit 4 (continued) H J HEINZ M A 0 7x 0 5x 0 7x 0 8x 1 1x 0 6x 1 3x 0 4x 0 4x 0 4x 1 8x 0 5x 0 5x 0 3x 0 5x 2014(E) 1 8x 1 3x 1 6x 3 0x 2 1x 1 1x 4 1x 2 7x 0 4x 0 5x 1 6x 1 7x 1 1x 0 8x 0 4x 2011 1 8x 1 6x 1 9x 3 2x 2 3x 1 1x 5 0x 2 8x 0 5x 0 6x 2 1x 1 9x 1 3x 1 0x 0 5x 1 6x 1 9x 2 5x 3 6x 2 4x 1 1x 6 5x 2 9x 0 5x 0 6x 6 1x 2 7x 1 4x 1 3x 0 6x 2013(E) Debt Equity 2012 1 3x 1 9x 2 0x 2 5x 3 9x 0 9x 4 7x 2 1x 0 6x 2 1x 1 8x 1 2x 0 5x 2014(E) 3 9x 3 2x 3 5x 1 8x 3 2x 3 5x 2 0x 2 7x 6 8x 5 1x 2 3x 3 2x 2 5x 5 5x 2011 4 3x 3 2x 3 8x 1 8x 2 7x 3 3x 2 1x 2 3x 6 5x 6 2x 4 5x 2 4x 3 0x 3 8x 6 9x 3 9x 3 1x 3 3x 1 8x 2 9x 3 3x 22 3 6x 2 8x 3 1x 1 8x 2 7x 3 2x 1 9x 1 9x 1 9x 5 8x 4 1x 3 1x 2 3x 2 7x 2 9x 4 7x 2014(E) 2 0x 6 0x 4 4x 3 4x 2 4x 3 0x 3 2x 5 7x 2013(E) Assets Equity 2012 KEL848 For the exclusive use of A Osmanai, 2019 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 KELLOGG SCHOOL OF MANAGEMENT Source FactSet 5 1x Heinz 5 8x 5 2x 4 2x Mean 5 0x 4 5x Unilever Smucker Median 5 1x 4 9x PepsiCo 5 5x 4 3x 3 0x 3 0x 1 2x 1 0x Nestl S A 10 3x 16 2x 2 4x 3 5x Mondelz 8 7x Kraft Kellogg 2 1x Groupe Danone 11 5x 4 0x General Mills Hershey 2 3x 2 1x 9 0x 9 8x Campbell ConAgra Foods 7 6x 4 8x 5 8x 2 2x 5 5x 4 8x 3 1x 1 4x 7 6x 8 3x 15 7x 2 4x 4 7x 2 6x 11 6x 2013(E) Price Book 2012 2011 VALUATION ANALYSIS 1 Exhibit 4 (continued) H J HEINZ M A 6 9x 5 1x 5 7x 2 2x 5 5x 5 7x 3 4x 1 8x 8 6x 6 3x 16 5x 2 7x 4 7x 2 4x 8 5x 2014(E) 1 5x 1 7x 1 6x 1 8x 1 6x 1 8x 1 7x 1 1x 1 5x 1 9x 1 8x 1 7x 0 8x 1 4x 2011 1 5x 1 6x 1 6x 1 6x 1 7x 1 6x 2 1x 1 2x 1 4x 2 3x 1 6x 1 5x 0 8x 1 4x 2 0x 1 7x 1 7x 1 9x 1 7x 1 6x 2 1x 1 3x 1 5x 1 4x 2 4x 1 5x 1 7x 0 9x 1 8x 2013(E) Price Sales 2012 1 9x 1 7x 1 8x 2 0x 1 7x 2 0x 2 3x 1 7x 1 7x 1 5x 3 1x 1 6x 1 8x 0 8x 1 6x 2014(E) 5 1x 4 2x 5 2x 4 5x 4 9x 3 0x 1 0x 8 7x 11 5x 2 1x 4 0x 2 3x 9 8x 2011 5 5x 4 3x 5 8x 5 0x 5 1x 3 0x 1 2x 10 3x 16 2x 2 4x 3 5x 2 1x 9 0x 2012 5 5x 5 6x 4 8x 5 8x 2 2x 23 5 5x 5 1x 5 7x 2 2x 5 5x 5 7x 3 4x 4 8x 1 8x 3 1x 8 6x 6 3x 16 5x 2 7x 4 7x 2 4x 8 5x 2014(E) 1 4x 7 6x 8 3x 15 7x 2 4x 4 7x 2 6x 11 6x 2013(E) Price Earnings to Growth KEL848 For the exclusive use of A Osmanai, 2019 21 9x 16 7x Median Heinz This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 15 6x 15 1x 15 8x 16 8x 18 2x KELLOGG SCHOOL OF MANAGEMENT Source FactSet 15 4x 15 8x Mean 15 8x 16 0x 15 1x 15 8x Smucker 17 6x 17 0x Unilever 10 7x 10 2x 15 0x Mondelz 18 5x 15 5x Hershey Kellogg 16 8x Nestl S A Price Earnings PepsiCo 17 3x Groupe Danone 15 0x 16 0x General Mills 13 7x 13 6x 2012 14 5x ConAgra Foods Kraft 13 0x Campbell 2011 VALUATION ANALYSIS 2 Exhibit 4 (continued) H J HEINZ M A 20 5x 17 6x 17 8x 19 2x 18 7x 16 7x 17 7x 18 3x 16 5x 16 6x 22 3x 16 6x 17 5x 15 6x 17 7x 2013(E) 19 2x 19 0x 19 0x 18 8x 19 1x 19 9x 19 5x 21 9x 19 0x 16 6x 26 5x 19 1x 17 6x 14 2x 16 3x 2014(E) 10 4x 10 1x 9 8x 8 8x 10 3x 10 1x 11 2x 10 2x 10 2x 9 7x 11 8x 10 0x 7 6x 8 2x 2011 10 4x 10 1x 10 2x 9 6x 11 7x 9 6x 12 3x 10 4x 10 1x 11 6x 10 9x 9 6x 7 8x 8 7x 2012 12 8x 11 3x 11 3x 10 6x 11 4x 10 3x 12 3x 11 2x 11 5x 11 2x 12 0x 10 7x 10 8x 11 6x 11 5x 2013(E) Enterprise Value EBITDA 12 0x 11 6x 11 7x 10 4x 11 3x 12 0x 13 1x 13 6x 11 9x 11 3x 14 6x 11 9x 10 9x 9 4x 10 2x 2014(E) 17 0x 22 3x 25 5x 45 9x 22 1x 23 4x 23 2x 38 9x 20 7x 17 7x 22 3x 36 1x 14 3x 15 3x 2011 20 2x 22 6x 24 9x 14 3x 28 5x 22 6x 37 8x 33 1x 23 7x 38 1x 20 6x 18 4x 18 6x 18 4x 2012 22 0x 24 7x 21 5x 23 8x 19 8x 24 22 2x 29 0x 28 6x 20 8x 25 0x 29 5x 28 4x 22 2x 35 3x 20 9x 39 9x 32 5x 36 8x 31 0x 20 3x 22 4x 21 2x 2014(E) 36 8x 13 7x 22 6x 20 1x 19 1x 16 3x 24 6x 47 4x 2013(E) Enterprise Value Free Cash Flow KEL848 For the exclusive use of A Osmanai, 2019 KEL848 ConAgra Foods, Inc Joh A Benckiser GmbH Ralcorp Holdings, Inc Peet's Coffee Tea, Inc Pringles Business of P G National Beef Packing Co LLC Provimi SAS Foster's Group Ltd Del Monte Foods Co American Italian Pasta Co N A Frozen Pizza Business of Kraft Birds Eye Foods, Inc Nov 2012 July 2012 Feb 2012 Dec 2011 Aug 2011 June 2011 Nov 2010 June 2010 Jan 2010 Nov 2009 Philip Morris Companies Inc Wm Wrigley Jr Company Post Foods Pinnacle Foods Group, Inc European Frozen Foods of Unilever Chef America, Inc The Pillsbury Company The Quaker Oats Company Keebler Foods Company Nabisco Holdings Corp International Home Foods Apr 2008 Nov 2007 Feb 2007 Aug 2006 Aug 2006 Oct 2001 Dec 2000 Oct 2000 June 2000 June 2000 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020 KELLOGG SCHOOL OF MANAGEMENT Source FactSet Kellogg Company The Folgers Coffee Company June 2008 ConAgra Foods, Inc PepsiCo, Inc General Mills, Inc Nestl S A Permira Advisors Ltd The Blackstone Group, L P Ralcorp Holdings, Inc Mars, Incorporated The J M Smucker Company Altria Group, Inc Sept 2008 Kraft Foods Inc Cadbury plc UST LLC Sept 2009 Pinnacle Foods Group, Inc Nestl S A Ralcorp Holdings, Inc Funds affiliated with KKR Co and others SABMiller Plc Cargill, Inc Leucadia National Corp Kellogg Company Saputo Inc Morningstar Foods, LLC Dec 2012 Acquiror Target Announcement Date 2 91 19 02 4 47 14 01 10 40 2 60 2 20 2 14 2 64 23 02 3 40 11 50 21 40 1 37 3 70 1 26 5 30 13 12 1 83 0 87 2 70 0 95 6 78 1 45 Ent Value ($bn) 8 5x 13 7x 10 7x 15 6x 10 1x 14 5x 9 9x 8 9x 11 3x 18 4x 8 8x 11 9x 13 3x 9 5x 12 5x 8 3x 8 8x 122 9x 8 1x 3 7x 11 1x 23 2x 12 1x 9 3x Ent Value LTM EBITDA 2,210 8,913 2,757 5,096 6,067 22 15,200 1,809 1,103 5,780 1,754 1,991 5,975 921 2,100 590 3,713 4,547 2,296 5,808 1,456 383 4,322 1,626 Revenue 342 1,394 449 928 1,005 179 222 241 234 1,251 386 971 1,609 144 296 151 603 (107) 224 300 243 40 560 156 EBITDA 1,000 378 176 468 (114) (109) 117 682 227 560 509 52 80 (554) 93 248 153 15 73 Net Income (44) (222) (93) (269) (156) (21) (240) (23) (408) (21) (11) (41) Capex 14 140 34 161 51 383 48 313 44 36 238 304 20 32 352 Cash 1,150 4,014 583 774 230 1,130 8 1,280 1,618 750 45 4,731 2,022 Debt 25 1,527 11,610 1,773 2,494 9,262 1,765 919 5,517 629 1,417 8,129 747 508 6,908 2,162 913 581 230 4,539 Assets The following is a list of transactions from the packaged food, beverage, and related industries Use discretion in choosing comparable transactions for valuation analysis because some of the target companies may be better comparables than others Exhibit 5 Comparable Transaction Metrics (US$ in millions, except multiples) H J HEINZ M A For the exclusive use of A Osmanai, 2019

Question

In the case  H  J  Heinz M A  how can I financially analyze the company so I can come up with a recommendation at the end  What kind of financial analysis should I do  I attached below the case  I want the question answered in maximun 10 hours as I have to submit it For the exclusive use of A  Osmanai, 2019  REVISED APRIL 25, 2019 DAVID P  STOWELL AND NICHOLAS KAWAR '14 KEL848 H  J  Heinz M A In December 2012 Jorge Paulo Lemann, a co founder and partner at investment firm 3G Capital, proposed to Warren Buffett that 3G and Berkshire Hathaway acquire H  J  Heinz Company  After negotiating the purchase price, Heinz agreed to continue discussing the acquisition  Although the food industry was mature, 3G and Berkshire Hathaway saw opportunities for Heinz both in expanding into emerging markets and realizing operational efficiencies in production  Investment bankers representing both sides agreed that the acquisition was valued fairly  But was this, in fact, a fair deal  What could be the future consequences for shareholders, management, employees, and citizens of Pittsburgh, where Heinz had long been headquartered  Also, what was the role of activist investors in bringing Heinz to this deal stage  Proxy Fight Six years prior to the acquisition talks, in 2006, the market overall was booming  companies signaled record profits  merger and acquisition (M A) activity was strong  and markets were showing signs of recovery from the dot com crash of the early 2000s  The story was the opposite for Heinz  quarterly losses piled up and shareholders demanded immediate changes  Pressure for improvement was fierce, especially from Nelson Peltz, the outspoken activist investor who had recently acquired a 5 4 percent stake in Heinz through his investment fund, Trian Fund Management L P  Peltz demanded that the company either be sold, or shed non core assets, aggressively repurchase stock, and trim the fat that had built up under the watch of William Johnson, Heinz's CEO  Peltz demanded that he receive five board seats to add real management oversight to the weakening company  In June 2006 Heinz announced a massive restructuring that eliminated more than 2,700 employees, closed fifteen factories, and initiated a $1 billion share buyback  Heinz's effort to retain control of the company by embarking on this turnaround plan was only partially successful  Ultimately, Peltz was able to secure two board seats on the twelve person board  The foundation had been paved for a potential sale of the company down the road  Market Conditions Following the 2008 2009 financial crisis that devastated the worldwide economy, the U S  economy revived slowly  The GDP growth rate oscillated around 2 percent, and many economists predicted a slight GDP rebound to 3 percent  As consumer confidence grew, there was moderate growth in consumer spending and an increase in inventory  Though dissenting opinions existed, 2014, 2019 by the Kellogg School of Management at Northwestern University  This case was prepared by Professor David P  Stowell and Nicholas Kawar '14  Cases are developed solely as the basis for class discussion  Cases are not intended to serve as endorsements, sources of primary data, or illustrations of effective or ineffective management  To order copies or request permission to reproduce materials, call 800 545 7685 (or 617 783 7600 outside the United States or Canada) or e mail custserv hbsp harvard edu  No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsheet, or transmitted in any form or by any means electronic, mechanical, photocopying, recording, or otherwisewithout the permission of Kellogg Case Publishing  This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  H  J  HEINZ M A KEL848 many economists and economic indicators pointed to the fact that the United States was on the road to recovery  Within the food and beverage industry, many companies began to see a rebound in consumer purchasing  Some executives saw growth opportunities by expanding their customer base to new geographic markets (including China, Russia, India, and the Latin America region), while others saw growth opportunities by leveraging economies of scale across fixed production lines  M A activity increased from lows in 2008, as investors continued to pressure management to divest noncore product lines in search of more efficient businesses and to expand growth and margins through acquisitions  The Acquisition Jorge Paulo Lemann and Warren Buffett, who had known each other for years, jointly decided that the Heinz turnaround that was started by Peltz had been successful and there was significant potential for continued global growth  3G informed CEO Johnson that it and Berkshire Hathaway were interested in jointly acquiring Heinz  Johnson then presented the investors' offer of $70 00 per share of outstanding common stock to the Heinz board  At a meeting on January 15, 2013, the board appointed a transaction committee and voted to retain Centerview and Bank of America Merrill Lynch as advisors  Heinz's board and advisors discussed the trends that were negatively impacting Heinz, including low international GDP growth  They also discussed alternatives to a sale, including remaining a standalone company or pursuing acquisition by another company in the food and beverage industry  After updating its strategic plan and financial projections, Heinz informed 3G that without better financial terms it would not continue to discuss the possibility of an acquisition  Two days later, 3G and Berkshire Hathaway returned with a revised proposal of $72 50 per share, for a total transaction value of $28 billion (including Heinz's outstanding debt)  A week after the new proposal, Heinz agreed to continue discussing the acquisition  Following a forty day  go shop  period1 (permitting Heinz some time to look for other investors) Heinz, 3G, and Berkshire Hathaway agreed to sign the deal on February 13, 2013  On that day, Bank of America Merrill Lynch and Centerview presented to the Heinz board their opinions that the acquirers' offer was fair from a financial perspective  The transaction committee of the board also provided its approval of the acquisition after receiving a fairness opinion from Moelis   Company, allowing execution of a merger agreement and a press release announcing the transaction  1 A go shop is a provision in a merger that allows a target to solicit interest from potential buyers of the company for a limited period of time (usually less than two months) after signing a definitive agreement with an initial buyer  The right to solicit includes the ability to exchange confidential information about the target with a potential buyer based on the completion of a confidentiality agreement  If a better offer emerges from the go shop process, the target company board is able to exercise a  fiduciary out  and terminate the merger agreement with the initial buyer  This may be subject to payment of a break up fee  2 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  KEL848 H  J  HEINZ M A Key Dates2 12 12 12 Jorge Paulo Lemann, partner at 3G Capital, proposes to Warren Buffet that Berkshire Hathaway and 3G acquire Heinz  Buffet responds positively  12 18 12 William Johnson, CEO of Heinz, meets with Lemann and Alexandre Behring, a managing partner at 3G  They discuss the food and beverage industry without proposing an acquisition  1 10 13 Behring tells Johnson that 3G and Berkshire Hathaway are interested in jointly acquiring Heinz  Johnson responds that he will inform the Heinz board if Behring will provide a written proposal, but that Heinz is not for sale  1 14 13 3G and Berkshire Hathaway provide a non binding proposal in which they offer to acquire Heinz at $70 00 per share for outstanding common stock  1 15 13 Heinz board meets to discuss the proposed acquisition, then appoints a transaction committee and votes to retain advisors (Centerview and Bank of America Merrill Lynch)  1 20 13 Heinz updates its financial projections and strategic plan  1 22 13 Heinz informs 3G that it will not advance discussions without improved financial terms  1 24 13 3G and Berkshire Hathaway provide a revised non binding proposal for $72 50 in cash per outstanding common share  1 30 13 Heinz board decides the proposal is an attractive option and allows continued discussions  2 1 13 3G and Berkshire Hathaway send a proposed term sheet to Centerview  2 7 13 New draft term sheet is provided that includes a forty day  go shop  period  2 8 13 All parties agree to sign by February 13  2 13 13 Moelis   Company presents a fairness opinion to the transaction committee, which then recommends to the Heinz board that the company be sold  The other advisors present fairness opinions and the board approves the transaction  2 14 13 Heinz, 3G, and Berkshire Hathaway issue a press release announcing the transaction  3 30 13 Heinz announces that shareholders approved the acquisition  2 Heinz Proxy Statement, http   www sec gov Archives edgar data 46640 000119312513089866 d491866dprem14a htm  KELLOGG SCHOOL OF MANAGEMENT 3 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  H  J  HEINZ M A KEL848 The History of Heinz The H  J  Heinz Company was established in 1869 when founder Henry J  Heinz began selling bottled horseradish in Sharpsburg, Pennsylvania  The company was incorporated in 1900 and has been headquartered in Pittsburgh, Pennsylvania, since then  In 1896 Heinz was selling more than sixty products, including ketchup, allowing the company to adopt the slogan  57 Varieties   As one of the first food processing companies in the United States, Heinz allowed customers who were used to preparing their own food to buy pre prepared and packaged foods such as beans, soups, pickles, and condiments  Heinz was first listed on the New York Stock Exchange in 1946  It began acquiring other companies in 1978, starting with Weight Watchers International  Heinz had historically placed great emphasis on its headquarters location in Pittsburgh and has demonstrated loyalty to its employees there  The Heinz mission statement is   As the trusted leader in nutrition and wellness, Heinzthe original Pure Food Companyis dedicated to the sustainable health of people, the planet and our Company   William Johnson, Heinz's CEO during the acquisition, began working at Heinz in 1982 and became CEO in 2000, when he replaced Tony O'Reilly, the company's first CEO from outside the Heinz family  Heinz announced that at the completion of the acquisition, Bernardo Hees would become the CEO, after transitioning from his previous role as the CEO of Burger King, a portfolio company of 3G  Product Overview Most consumers associate Heinz with the ubiquitous glass ketchup bottle stamped  57,  but Heinz sold hundreds of other products  Its range of products included condiments, frozen food, soups, infant nutrition, and more  Some of its products popular in the United States included Classico pasta sauces, Bagel Bites, and TGI Friday's frozen appetizers  Although many Heinz products were considered staples in the United States, 60 percent of the company's sales were generated from markets outside the United States 3 Heinz divided its business segments into North America, U S  Foodservice, Europe, Asia Pacific, and the  rest of the world   Heinz had been able to adapt to different cultural climates in a variety of global markets  For example, in Italy, Heinz was known for the baby food Plasmon, and in the United Kingdom, Heinz Beans was very popular  One challenge of selling products in so many different regions was that Heinz's earnings were sensitive to exchange rate variations  Heinz's sales in the  rest of the world,  which principally represented developing countries, had expanded rapidly, with 108 3 percent sales growth in 2012 (see Table 1) 4 3 4 Heinz 2012 10 K  Ibid  4 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  KEL848 H  J  HEINZ M A Table 1  Heinz Sales by Market Segment ($ in billions) Market Segment Sales in 2011 Sales in 2012 Europe 3 25 3 44 Asia Pacific 2 32 2 57 3 24 North America 3 27 U S  Foodservice 1 41 1 42 Rest of World 0 47 0 98 Source  Heinz 2012 10 K  Growth Opportunities Although the food industry was mature, investors had been pleased with Heinz's entrance into the emerging markets, even though these markets represented less than 9 percent of the company's revenue 5 Competition in emerging markets was disaggregated  Traditional competitors had entered at approximately the same pace as Heinz, but a clear market leader had not yet been crowned  According to some economists, the BRIC countries (Brazil, Russia, India, and China) were expected to overtake the G7 countries (United States, the United Kingdom, France, Germany, Italy, Canada, and Japan) in economic growth by the year 2027, fueling strong potential growth in product sales  Earnings growth for Heinz was expected to be based on the use of improved technology and supply chain management  The company planned on investing less in product R D as it focused increasingly on improving production procedures in order to optimize plant capacity utilization and minimize or repurpose waste  Raw material providers and distribution channels were expected to continue to consolidate, creating cost reduction opportunities for the mainstream food producers, including Heinz  Buyer Overview 3G Capital was an investment firm with offices in New York and Rio de Janeiro  3G's expertise was in the retail and consumer sector  Brazilian co founders Jorge Paulo Lemann, Carlos Alberto Sicupira, Marcel Herrmann Telles, and Roberto Thompson Motta all acted as board members  3G acquired Burger King in September 2010 for $4 billion, and two of 3G's co founders were board members of Burger King  The firm had previously invested in Jack in the Box and Wendy's, but sold its shares prior to its acquisition of Burger King  Berkshire Hathaway, a holding company, was established in 1955 by Warren Buffett and was headquartered in Omaha, Nebraska  Ranking ninth on Forbes's list of biggest publicly owned companies, Berkshire owned companies in a variety of industries, including insurance, railroad, and retail  Berkshire's portfolio included several food and beverage companies, including Dairy Queen, The Pampered Chef, and See's Candies  Berkshire Hathaway owned 18 percent of CocaCola and a portion of Mars, Inc  5 Ibid  KELLOGG SCHOOL OF MANAGEMENT 5 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  H  J  HEINZ M A KEL848 Investment Bankers For Buyers J  P  Morgan, Lazard, and Wells Fargo were retained by 3G and Berkshire Hathaway to advise on the transaction and to provide fairness opinions  For Heinz Bank of America Merrill Lynch, Centerview, and Moelis   Co  were retained by the Heinz board to advise on the transaction and to provide fairness opinions  Transaction Dynamics Structuring Berkshire and 3G considered various forms of legal ownership, ultimately settling on a reverse triangular merger whereby Hawk Acquisition Sub, a fully owned holding corp of Hawk Acquisition Holding, which was controlled by Berkshire Hathaway and 3G, would merge with Heinz  Immediately after the merger, Hawk Acquisition Sub would be renamed Heinz, as the surviving entity  This structure helped avoid triggering major change in control and due on sale clauses embedded within existing Heinz contracts and agreements  Termination Fees Heinz agreed to pay a break up fee of $750 million in cash in the event that the merger agreement was terminated by the company, or if the merger was not completed by November 13, 2013, or if its shareholders did not approve the merger  The buyers agreed to a reverse termination fee of $1 4 billion to protect shareholders in the event that the buyers failed to complete the transaction  Commitment to Pittsburgh When Heinz attempted to acquire Hershey Food Company in the early 2000s, the deal fell apart when many Hershey stakeholders expressed concerns about a possible relocation away from Hershey, Pennsylvania, after Heinz was silent regarding this possibility  The Heinz board learned from this experience and considered the impact of potentially transitioning Heinz out of Pittsburgh following sale of the company (including the impact on naming rights to the Heinz football stadium)  During merger negotiations, CEO Johnson confirmed that there were no plans to relocate operations outside of the original company headquarters in Pittsburgh  Synergies Many M A transactions generate significant value from merger synergies, which can vary in size for every transaction  The schedule in Table 2 provides an overview of typical synergies for different industries  6 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  KEL848 H  J  HEINZ M A Table 2  Median Announced Synergies as a   of Target Sales Health care 9 9  Service 4 9  Food Finance 8 6  Construction 4 4  Retail 3 2  3 0  Chemicals 8 0  Communications 4 4  Autos 2 9  Mining 7 3  Beer 4 2  Oil 2 4  Household 5 1  Technology 4 0  Wholesale 2 0  Average 5 0  Source  Adapted from FactSet and Jens Kengelbach, Dennis Utzerath, Christoph Kaserer, and Sebastian Schatt, Boston Consulting Group and Technische Universitt Mnchen,  Divide and Conquer  How Successful M A Deals Split the Synergies,  March 2013, http   www bcg de documents file130658 pdf  In the Heinz transaction, both buyers had investments in related business  Berkshire Hathaway owned See's Candies, The Pampered Chef, Mars Inc , and Dairy Queen, while 3G Capital owned Burger King Holdings  Despite these complimentary portfolio companies, the buyers estimated virtually zero synergies in the Heinz acquisition  Heinz management and the buyers repeatedly stated that Heinz would continue to operate as an independent portfolio company  Acquisition Premium Figure 1 below depicts historical acquisition premiums  the acquisition price compared to the target company's share price one day prior to announcement of the acquisition  For comparative purposes, Heinz's acquisition price was approximately 20 percent above the company's previous day closing share price  Figure 1  Historical Acquisition Premiums Source  Dealogic 2013  KELLOGG SCHOOL OF MANAGEMENT 7 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  H  J  HEINZ M A KEL848 Equity Analyst Commentary on the Acquisition The packaged food industry has been ripe for value enhancing transactionsboth marriages and divorcesfor quite some time  To that end, H  J  Heinz announced that it is to be acquired by Berkshire Hathaway and Brazilian private equity firm 3G Capital in a $28 billion deal ($72 50 per share)  Our initial take is that this is a fabulous deal for Heinz shareholders, representing a nearly 30  premium to our stand alone $56 fair value estimate and a 20  premium to the closing price the day before the announcement  We are raising our fair value estimate to the takeout price, as we don't anticipate any roadblocks to the deal's completion  Erin Lash, CFA, Morningstar Equity Research H  J  Heinz Company, February 14, 2013 Apparently, Warren Buffett likes ketchup       a lot  Berkshire Hathaway and 3G announced their acquisition of HNZ for $72 50, representing a 20  premium to yesterday's closing price  We view this acquisition as a good deal for HNZ shareholders and believe it also has positive valuation implications for the group considering  (1) the price paid (a rich multiple, particularly for a financial transaction), (2) that the buyer is Berkshire Hathaway, and (3) that Heinz's recent fundamentals (minimal EBIT growth in the past 12 months) have been challenged  Edward Aaron, CFA, RBC Capital Markets Price Target Revision Comment, February 14, 2013 Heinz satisfies Berkshire's preference for companies with strong brands, cash flow discipline, and good management  There is also potential for a step up in profit margins three years from now as the company comes to the completion of its information systems overhaul and starts reaping the benefits of the scale it is building in emerging markets  This bid has positive implications for valuation across the staples space  Low borrowing costs give private equity a lot of firepower, and they like companies like these because the strong and consistent cash flows allow for a high degree of financial leverage  Campbell, Unilever, Nestle, and Kraft Foods have all been considered potential candidates for a Heinz merger in the past, but we would be highly surprised if any one of them tried to top the Berkshire 3G bid  Cost synergies with Kraft and Campbell in the U S  would theoretically be significant, but not internationally  Neither Unilever nor Nestle appear interested strategically  We think private equity would have a hard time topping this particular bid given the size of the deal and the financial firepower of Berkshire  Robert Moskow, Credit Suisse H  J  Heinz Company Research Report, February 14, 2013 Competitor Overview Heinz, one of the leading food products company in the world, competed with companies on multiple fronts  Although few competitors offered exactly the same robust line of products, the following companies posed continued threats to Heinz's market share  8 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  KEL848 H  J  HEINZ M A Campbell Founded in 1922, Campbell Soup Company, together with its consolidated subsidiaries, produced and marketed convenience food 6 The company was headquartered in Camden, New Jersey  Campbell had eleven operating segments based on product type and geographic location and reports the results of operations in the following segments  U S  Simple Meals, Global Baking and Snacking, International Simple Meals and Beverages, U S  Beverages, and North America Foodservice  ConAgra Foods ConAgra Foods, Inc  was one of North America's largest packaged food companies 7 Its portfolio included consumer brands found in 97 percent of U S  households  The company had the largest private brand packaged food business in North America and a strong commercial and foodservice business  Consumers could find recognized brands such as Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt's, Marie Callender's, Odom's Tennessee Pride, Orville Redenbacher's, PAM, Peter Pan, Reddi wip, Slim Jim, Snack Pack, and many other ConAgra Foods brands and products, along with food sold by ConAgra Foods under private brands, in grocery, convenience, mass merchandise, club stores, and drugstores  The company also had a strong commercial foods presence, supplying frozen potato and sweet potato products, as well as other vegetable, spice, bakery, and grain products to a variety of well known restaurants, foodservice operators, and commercial customers  The company's recent acquisitions included Banquet, Chef Boyardee, PAM, Marie Callender's, and Alexia  Nestl Nestl was the world's number one food and drinks company in terms of sales, Nestl was also the world leader in coffee (Nescaf) 8 It also made coffee for the home brewing system, Nespresso  Nestl was one of the world's top bottled water makers (Nestl Waters), one of the biggest frozen pizza makers (DiGiorno), and a big player in the pet food business (Friskies, Purina)  Its most wellknown global food brands included Buitoni, Dreyer's, Maggi, Milkmaid, Carnation, and Kit Kat  The company owned Gerber Products and Jenny Craig  North America was Nestl's most important market  Kraft Foods Kraft Foods Group was one of the largest consumer packaged food and beverage companies in North America and one of the largest worldwide among publicly traded consumer packaged food and beverage companies, with net revenues of $18 3 billion and earnings from continuing 6 The information in this paragraph has been adapted from Campbell 2012 10 K  The information in this paragraph has been adapted from ConAgra Foods Company Fact Sheet, http   www conagrafoods comewsroom company fact sheet (accessed September 8, 2014) and  ConAgra Foods  What Do We Do   https   www youtube com watch v gVz5UagmjwI (accessed September 8, 2014)  8 The information in this paragraph has been adapted from Nestl S A  Company Profile, http   biz yahoo com ic 41 41815 html (accessed September 8, 2014)  7 KELLOGG SCHOOL OF MANAGEMENT 9 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  H  J  HEINZ M A KEL848 operations before income taxes of $2 5 billion in 2012 9 The company manufactured and marketed food and beverage products, including refrigerated meals, refreshment beverages and coffee, cheese, and other grocery products, primarily in the United States and Canada, under a host of iconic brands  Its diverse brand portfolio consisted of many of the most popular food brands in North America, including two brands with annual net revenues exceeding $1 billion eachKraft cheeses, dinners, and dressings and Oscar Mayer meatsplus more than twenty five brands with annual net revenues of between $100 million and $1 billion each  General Mills General Mills, Inc , incorporated in 1928, was a leading global manufacturer and marketer of branded consumer foods sold through retail stores 10 The company was also a leading supplier of branded and unbranded food products to the foodservice and commercial baking industries  It manufactured products in sixteen countries and marketed them in more than 100 countries  Its joint ventures manufactured and marketed products in more than 130 countries worldwide  Product categories in the United States included ready to eat cereals, refrigerated yogurt, ready to serve soup, dry dinners, shelf stable and frozen vegetables, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, grain, fruit and savory snacks, and a wide variety of organic products including granola bars, cereal, and soup  In Canada, its product categories included ready to eat cereals, shelf stable and frozen vegetables, dry dinners, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza snacks, refrigerated yogurt, and grain and fruit snacks  In markets outside the United States and Canada, its product categories included super premium ice cream and frozen desserts, refrigerated yogurt, snacks, shelf stable and frozen vegetables, refrigerated and frozen dough products, and dry dinners  Smucker The J  M  Smucker Company was established in 1897 and incorporated in Ohio in 1921 11 It operated in the manufacturing and marketing of branded food products globally, although the majority of its sales were in the United States  Net sales outside the United States represented approximately 9 percent of consolidated net sales for 2013  The company had three reportable segments  U S  Retail Coffee, U S  Retail Consumer Foods, and International, Foodservice, and Natural Foods  The two U S  retail market segments in total comprised more than 75 percent of consolidated net sales in 2013 and represented a major portion of its strategic focus  The International, Foodservice, and Natural Foods segments represented sales outside of the U S  retail markets, and had grown recently primarily as a result of contribution from the acquisition of the North American foodservice coffee and hot beverage business from Sara Lee Corporation in January 2012  The company's principal products were coffee, peanut butter, fruit spreads, shortening and oils, baking mixes and ready to spread frostings, canned milk, flour and baking ingredients, juices and beverages, frozen sandwiches, toppings, syrups, and pickles and condiments  9 The information in this paragraph has been adapted from Kraft 2012 10 K  The information in this paragraph has been adapted from General Mills 2013 10 K  11 The information in this paragraph has been adapted from Smucker 2010 10 K  10 10 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  KEL848 H  J  HEINZ M A Kellogg Company The Kellogg Company, founded in 1906 and incorporated in Delaware in 1922, was engaged in the manufacture and marketing of ready to eat cereal and convenience foods 12 Its principal products were ready to eat cereals and convenience foods, such as cookies, crackers, savory snacks, toaster pastries, cereal bars, fruit flavored snacks, frozen waffles, and veggie foods  These products were mainly manufactured in house in eighteen countries and marketed in more than 180 countries  Its cereal products were generally marketed under the Kellogg's name and were sold to the grocery trade through direct sales forces for resale to consumers  It also marketed cookies, crackers, chips, and other convenience foods, under brands such as Kellogg's, Keebler, Cheez It, Murray, Austin, and Famous Amos, to supermarkets in the United States  The Hershey Company The Hershey Company was incorporated under the laws of the State of Delaware on October 24, 1927 as a successor to a business founded in 1894 by Milton S  Hershey 13 It was the largest producer of quality chocolate in North America and a global leader in chocolate and sugar confectionery  Its principal product groups included chocolate and sugar confectionery products  pantry items, such as baking ingredients and toppings  beverages  and gum and mint refreshment products  The company marketed its products in approximately seventy countries worldwide  It operated under a matrix reporting structure designed to ensure continued focus on North America and on continuing its transformation into a more global company  Its business was organized around geographic regions and strategic business units  this structure was designed to enable the company to build processes for repeatable success in its global markets  Groupe Danone Groupe Danone was a socit anonyme, a form of limited liability company, organized under the laws of the Republic of France 14 It was incorporated on February 2, 1899  Under Groupe Danone's bylaws, revised in 1941, the company's existence was to last 141 years, until December 13, 2040, except in the event of earlier dissolution or extension  In 1997 the group's management decided to focus on three core activities on a worldwide basis (fresh dairy products, beverages, and biscuits and cereal products)  The group had since completed several significant divestitures in grocery, pasta, ready to serve meals and confectionery activities, mainly in France, Belgium, Italy, Germany, and Spain  PepsiCo, Inc  PepsiCo, Inc  was incorporated in Delaware in 1919 and was reincorporated in North Carolina in 1986 15 It was a leading global food and beverage company with brands that were respected 12 The information in this paragraph has been adapted from Kellogg Company Profile, http   www buyandhold com StockMgr  request display profile symbol k (accessed September 8, 2014)  13 The information in this paragraph has been adapted from Hershey Company Profile, http   www buyandhold com StockMgr  request display profile symbol HSY (accessed September 8, 2014)  14 The information in this paragraph has been adapted from Groupe Danone 20 F SEC Filing, April 2, 2007  15 The information in this paragraph has been adapted from PepsiCo 2012 10 K  KELLOGG SCHOOL OF MANAGEMENT 11 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  H  J  HEINZ M A KEL848 household names throughout the world  Through its operations, authorized bottlers, contract manufacturers, and other partners, the company made, marketed, sold, and distributed a wide variety of convenient and enjoyable foods and beverages, serving customers and consumers in more than 200 countries and territories  Its products were brought to market through direct storedelivery, customer warehouse and distributor networks  It owned numerous valuable trademarks, including Aquafina, Aunt Jemima, Cap'n Crunch, Cheetos, Cracker Jack, Doritos, Duyvis, FritoLay, Fritos, Gatorade, Izze, Mother's, Mountain Dew, Mller, Naked, Pepsi, Propel, Quaker, RiceA Roni, Ruffles, 7UP, Sierra Mist, SoBe, Stacy's, SunChips, Tostitos, and Tropicana  Joint ventures in which it participated either owned or had the right to use certain trademarks, such as Lipton, Mller, Starbucks, and Sabra  Unilever plc Unilever was one of the world's leading suppliers of food, home, and personal care products with sales in more than 190 countries 16 Its products were present in seven out of ten homes globally and were used by more than 2 billion people on a daily basis  It generated annual sales of more than 50 billion in 2012  More than half of the company's footprint was in the faster growing developing and emerging markets (55 percent in 2012)  Its portfolio included some of the world's best known brands, including Knorr, Persil Omo, Dove, Sunsilk, Hellmann's, Lipton, Rexona Sure, Wall's, Lux, Rama, Pond's, and Axe  Mondelz International, Inc  Mondelz International was one of the world's largest snack companies, with global net revenues of $35 0 billion and earnings from continuing operations of $1 6 billion in 2012 17 Beginning on October 1, 2012, following the spinoff of its North American grocery operations to their shareholders, Mondelz International was a  new  company in name and strategy, yet it carried forward the values of its legacy organization and the heritage of its iconic brands  The company manufactured and marketed food and beverage products for consumers in approximately 165 countries around the world  It held the number one position globally in biscuits, chocolate, candy, and powdered beverages, as well as the number two position in gum and coffee  Its portfolio included nine brands with annual revenues exceeding $1 billion each, including Oreo, Nabisco, and LU biscuits  Milka, Cadbury Dairy Milk, and Cadbury chocolates  Trident gum  Jacobs coffee  and Tang powdered beverage  It changed its name from Kraft Foods Inc  to Mondelz International, Inc  following a spinoff on October 2, 2012  16 The information in this paragraph has been adapted from  Unilever Completes Sale of Wish Bone and Western brands to Pinnacle Foods,  press release, October 1, 2013  17 The information in this paragraph has been adapted from Mondelz International 2012 10 K  12 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  KEL848 H  J  HEINZ M A Exhibit 1  Heinz Financial and Market Information HEINZ SHARE PRICE  JANUARY 22, 2007 JANUARY 22, 2013 $70 0 $60 0 $50 0 $40 0 $30 0 $20 0 $10 0 $0 0 Source  Yahoo Finance  HEINZ SHARE PRICE  NOVEMBER 1, 2012 APRIL 1, 2013 $80 0 $70 0 $60 0 $50 0 $40 0 $30 0 $20 0 $10 0 $0 0 1Nov12 1Dec12 1Jan13 1Feb13 1Mar13 Source  Yahoo Finance  KELLOGG SCHOOL OF MANAGEMENT 13 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  H  J  HEINZ M A KEL848 Exhibit 2  Discounted Cash Flow (DCF) Analysis18 COST OF EQUITY FOR HEINZ AND ITS COMPETITORS Company Betaa Data Campbell 0 848 10 year treasury yield 1 8 ConAgra Foods 0 677 Market risk premium 6 0 General Mills 0 688 Groupe Danone 0 736 Hershey 0 780 Kellogg 0 665 Kraft 0 897 Mondelz 1 030 Nestle S A  0 821 PepsiCo 0 657 Unilever 0 772 Smucker 0 817 Mean 0 782 Median 0 776 Heinz 0 651 a Rate ( ) Represents levered beta  Source  FactSet  18 Note that prevailing interest rates at the time of the transaction were low by historical standards  The actual cost of capital that was used by the company reflected a higher interest rate than the rate implied by outstanding debt  Students should calculate WACC based on information in Exhibit 2 as the lower bound for WACC, but a sensitivity analysis should also be completed based on realistic longterm expectations for interest rates and consideration of the issuance by the company of $8 billion of preferred shares with a 9  dividend to Berkshire Hathaway  14 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  KEL848 H  J  HEINZ M A Exhibit 2 (continued) COST OF DEBT FOR HEINZ (US$ IN THOUSANDS) Debt 2013 Japanese yen credit agreement due October 2012 (variable rate) 2012 186,869 Other U S  dollar debt due May 2013November 2034 (0 94  7 96 ) 25,688 43,164 Other non U S  dollar debt due May 2013May 2023 (3 50  11 00 ) 56,293 64,060 5 35  U S  dollar notes due July 2013 499,993 499,958 8 0  Heinz finance preferred stock due July 2013 350,000 350,000 Japanese yen credit agreement due December 2013 (variable rate) 163,182 199,327 500,000 U S  dollar private placement notes due May 2014May 2021 (2 11  4 23 ) 500,000 Japanese yen credit agreement due October 2015 (variable rate) 152,983 U S  dollar private placement notes due July 2016July 2018 (2 86  3 55 ) 100,000 100,000 2 00  U S  dollar notes due September 2016 299,933 299,913 1 50  U S  dollar notes due March 2017 299,648 299,556 U S  dollar remarketable securities due December 2020 119,000 119,000 3 125  U S  dollar notes due September 2021 395,772 395,268 2 85  U S  dollar notes due March 2022 299,565 299,516 6 375  U S  dollar debentures due July 2028 231,396 231,137 6 25  British pound notes due February 2030 192,376 202,158 6 75  U S  dollar notes due March 2032 435,185 435,112 7 125  U S  dollar notes due August 2039 628,082 626,747 4,749,096 4,851,785 Total long term debt Hedge accounting adjustments Less portion due within one year Total long term debt 122,455 128,444 (1,023,212) (200,248) 3,848,339 4,779,981 4 70  4 28  Weighted average interest rate on long term debt Source  Heinz 2012 10 K  HEINZ TAXES Tax Rate History 2013 2012 2011 U S  federal statutory tax rate 35 0  35 0  35 0  Effective tax rate 18 0  19 8  26 2  Source  Heinz 2012 10 K  HEINZ FINANCIAL FORECAST (US$ IN MILLIONS, EXCEPT PER SHARE DATA) 2013E 2014P 2015P 2016P 2017P 2018P Revenue For Fiscal Year Ending April 11,529 12,141 12,657 13,112 13,744 14,446 EBITDA 2,057 2,195 2,340 2,453 2,613 2,789 EBIT 1,705 1,834 1,965 2,061 2,202 2,355 Fully diluted earnings per share $3 58 $3 78 $3 83 $4 00 $4 29 $4 60 Source  Heinz 2012 10 K  KELLOGG SCHOOL OF MANAGEMENT 15 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  H  J  HEINZ M A KEL848 Exhibit 3  Heinz Historical Financial Statements (US$ in thousands, except per share data, unless otherwise specified) CONSOLIDATED STATEMENTS OF INCOME 12 Months Ended Apr  28, 2013 Apr  29, 2012 Apr  27, 2011 11,529 11,508 10,559 Cost of products sold 7,333 7,513 6,614 Gross profit 4,195 3,995 3,944 Selling, general, and administrative expenses 2,534 2,492 2,257 Operating income 1,688 Sales 1,662 1,502 Interest income 28 35 23 Interest expense 284 293 273 Other expense, net (62) (8) (21) 1,344 1,236 1,416 242 245 371 1,102 991 1,046 (75) (51) (40) 1,027 940 1,006 Loss from continuing operations before income tax Provision for income taxes Income from continuing operations Loss from discontinued operations, net of tax Net income Less  Net income attributable to the non controlling interest Net income attributable to H  J  Heinz Company 14 17 16 1,013 923 990 Average common shares outstandingbasic (millions) 321 321 320 Average common shares outstandingdiluted (millions) 323 323 323 2,057 1,947 1,862 Earnings before interest, taxes, depreciation, and amortization Source  Heinz 2012 10 K  16 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  KEL848 H  J  HEINZ M A Exhibit 3 (continued) CONSOLIDATED BALANCE SHEETS 12 Months Ended Apr  28, 2013 Apr  29, 2012 1,330 Cash and cash equivalents 2,477 Receivables (net of allowance) 1,074 994 Inventories 1,333 1,329 Prepaid expenses Total current assets 252 229 5,136 3,882 Property, plant, and equipment, net 2,459 2,484 Goodwill and intangible assets 4,495 4,684 Other non current assets Total assets 850 933 12,939 11,983 Short term debt and current portion of long term debt 2,160 247 Payables 1,493 1,349 Accrued liabilities 1,019 951 Income taxes Total current liabilities Long term debt 114 102 4,787 2,648 3,848 4,780 Deferred income taxes 679 818 Non pension post retirement benefits 240 231 Other non current liabilities 507 581 5,274 6,411 Total long term debt and other non current liabilities Non controlling interest Capital stock Additional capital 77 166 108 108 609 595 7,907 7,567 Treasury shares, at cost (4,647) (4,666) Accumulated other comprehensive loss (1,175) (845) 2,849 2,811 12,939 11,983 Retained earnings Total equity Total liabilities and equity Source  Heinz 2012 10 K  KELLOGG SCHOOL OF MANAGEMENT 17 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  For the exclusive use of A  Osmanai, 2019  H  J  HEINZ M A KEL848 Exhibit 3 (continued) CONSOLIDATED STATEMENTS OF CASH FLOWS 12 Months Ended Apr  28, 2013 Apr  29, 2012 Apr  27, 2011 OPERATING ACTIVITIES  Net income 1,027 940 1,006 Depreciation 302 296 255 Amortization 47 47 43 Deferred tax (benefit) provision (87) (95) 154 Pension contributions (22) Adjustments to reconcile net income to cash provided by operating activities  (69) (23) Asset write downs impairments 56 59 0 Other items, net 85 75 98 (166) 172 (91) (49) 61 (81) 14 (12) (2) Accounts payable 169 (72) 233 Accrued liabilities 72 (20) (61) Changes in current assets and liabilities, excluding effects of acquisitions  Receivables (incl  proceeds from securitization) Inventories Prepaid expenses and other current assets Income taxes Cash provided by operating activities (9) 66 51 1,390 1,493 1,584 INVESTING ACTIVITIES  (399) (419) (336) Proceeds from disposals of PP E, net Capital expenditures 19 7 (605) Proceeds from divestitures 17 4 2 0 57 0 (5) Sale of short term investments Change in restricted cash Other items, net Cash used for investing activities 4 (39) (14) (11) (6) (373) (402) (950) FINANCING ACTIVITIES  Net proceeds (payments) on short term debt 1,090 (43) (193) Dividends (666) (619) (580) Purchase of treasury stock (139) (202) (70) Exercise of stock options 113 83 155 Acquisition of subsidiary shares from non controlling interests (80) (55) (6) Earn out settlement (45) 0 0 2 1 28 (483) Other items, net 257 (363) Effect of exchange rate changes on cash and CE (128) (122) 90 Net increase in cash and cash equivalents 1,146 606 241 Cash and cash equivalents at beginning of year 1,330 724 483 Cash and cash equivalents at end of year 2,477 1,330 724 Cash provided by (used for) financing activities Source  Heinz 2012 10 K  18 KELLOGG SCHOOL OF MANAGEMENT This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  8 6 Heinz This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  8 8 7 6 4 1 6 7 12 2 (1 5) 10 2 (35 6) 7 6 9 3 8 0 6 7 16 8 4 5 2012 1 9 2 4 3 4 (0 5) 1 2 1 4 1 7 1 2 (0 4) 4 5 6 7 3 3 3 2 13 4 5 1 2013(E) Revenue Growth ( ) KELLOGG SCHOOL OF MANAGEMENT Source  FactSet  5 9 7 8 14 5 Smucker Median 1 6 Unilever Mean 15 0 PepsiCo 10 5 (23 8) Nestl S A  6 5 Kellogg Kraft Mondelz 7 2 13 6 Hershey 11 9 Groupe Danone 7 8 (0 2) General Mills ConAgra Foods Campbell 2011 GROWTH ANALYSIS 4 4 3 3 3 3 3 0 1 6 4 2 4 3 4 3 2 4 2 7 6 2 4 5 3 7 0 3 2 1 2014(E) Exhibit 4  Comparable Company Metrics H  J  HEINZ M A 2 9 3 0 2 3 1 5 (2 0) 8 3 (9 3) 9 3 (1 6) 8 5 9 7 5 3 3 0 (7 8) 2011 1 7 8 5 3 7 8 5 12 4 (5 6) 9 9 (37 6) 5 0 10 4 4 3 4 4 19 0 9 9 2012 7 4 4 5 5 4 4 4 4 6 3 5 2 7 (0 1) 9 8 7 5 9 9 (2 5) 5 3 18 0 1 4 2013(E) EBITDA Growth ( ) 6 4 5 7 6 5 4 7 3 7 6 8 5 8 10 2 12 3 4 8 8 6 7 2 5 2 5 6 3 3 2014(E) 9 5 3 2 3 0 0 9 (6 1) 6 5 (4 8) 13 4 2 4 10 6 6 6 3 2 5 1 (4 3) 2011 8 6 8 1 8 6 3 6 13 5 12 6 (6 8) 9 6 (39 3) (0 3) 14 9 4 2 5 1 17 4 4 0 6 7 5 6 8 6 1 2 5 6 5 2 8 1 8 5 8 5 5 7 8 5 9 3 6 7 1 8 14 0 7 6 10 7 6 9 7 8 10 9 5 5 19 2014(E) 12 0 1 7 11 8 14 6 (4 2) 8 2 7 7 (1 7) 2013(E) EPS Growth ( ) 2012 KEL848 For the exclusive use of A  Osmanai, 2019  This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  34 3 38 8 41 2 52 2 KELLOGG SCHOOL OF MANAGEMENT Source  FactSet  35 5 Heinz 39 7 40 2 39 9 34 2 Smucker Mean 39 9 Unilever Median 34 6 52 0 PepsiCo 37 4 47 6 35 1 47 4 Mondelz Nestl S A  31 8 40 1 43 8 50 8 36 1 22 9 37 3 2012 35 8 38 0 40 1 36 4 42 8 53 0 47 9 37 5 32 8 38 6 46 2 49 8 36 2 22 3 37 5 2013(E) Gross Margin ( ) 41 3 Kellogg Kraft 52 5 42 4 36 9 General Mills Groupe Danone 22 2 ConAgra Foods Hershey 38 8 Campbell 2011 PROFITABILITY ANALYSIS Exhibit 4 (continued) H  J  HEINZ M A 36 0 38 7 40 4 36 7 42 8 53 3 48 0 38 2 32 8 39 2 47 0 49 8 36 5 22 9 37 6 2014(E) 17 3 18 7 18 2 20 2 16 1 19 7 18 7 16 0 17 8 21 4 18 0 19 9 12 9 19 3 2011 17 3 18 0 18 0 20 6 16 1 18 9 18 6 15 5 16 9 17 3 21 7 17 4 19 5 13 1 20 3 2012 17 9 18 7 18 3 21 6 16 6 19 3 18 8 15 3 18 6 17 8 22 3 16 4 19 9 13 6 19 5 2013(E) EBITDA Margin ( ) 18 2 19 4 18 9 21 9 17 0 19 8 19 1 16 2 20 4 18 2 22 8 16 8 20 2 14 4 19 8 2014(E) 7 9 9 3 9 1 8 3 9 2 10 6 11 3 7 5 9 3 10 3 8 7 9 4 5 8 10 0 2011 9 5 9 1 9 0 9 2 8 8 9 9 11 5 8 6 9 0 6 8 9 9 8 0 10 4 5 0 10 4 9 6 9 4 9 3 10 4 9 1 10 1 9 7 10 0 9 7 10 8 9 4 10 4 8 0 11 7 7 9 10 2 9 6 12 3 7 9 10 5 6 3 9 8 20 2014(E) 11 4 9 2 9 2 11 8 7 2 10 3 5 6 9 6 2013(E) Net Margin ( ) 2012 KEL848 For the exclusive use of A  Osmanai, 2019  7 6 Heinz This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  7 6 7 8 8 0 6 0 10 2 8 8 8 8 3 6 7 0 7 1 14 4 5 8 8 5 4 9 11 2 2012 9 5 8 3 8 2 6 7 10 2 8 9 8 3 3 7 7 2 8 9 16 6 5 2 8 3 4 6 9 7 2013(E) Return on Assets ( ) KELLOGG SCHOOL OF MANAGEMENT Source  FactSet  8 7 8 4 5 3 Smucker Median 10 4 Mean 10 0 8 4 Nestl S A  Unilever 4 3 Mondelz PepsiCo 10 4 Kraft Kellogg 5 9 Groupe Danone 14 5 7 9 General Mills Hershey 6 7 11 5 ConAgra Foods Campbell 2011 RETURNS ANALYSIS Exhibit 4 (continued) H  J  HEINZ M A 9 9 8 6 8 5 7 0 10 0 9 4 8 6 4 0 8 2 9 2 16 6 5 8 8 6 4 8 10 1 2014(E) 29 4 23 9 32 0 8 8 29 1 33 2 15 9 11 4 62 8 69 5 13 6 23 9 16 7 67 4 2011 31 5 27 9 31 8 10 6 30 0 29 8 18 0 8 8 46 0 45 6 68 8 13 6 26 0 15 6 69 3 2012 39 2 26 7 30 3 11 8 28 6 29 8 17 0 7 8 45 0 46 1 64 2 12 4 24 7 15 9 60 4 2013(E) Return on Equity ( ) 37 4 26 3 28 4 12 6 28 1 30 9 17 0 7 5 47 0 39 6 53 6 13 7 24 6 14 5 51 9 2014(E) 1 92 1 38 1 45 1 89 1 17 2 03 1 95 1 16 1 67 1 38 1 39 1 22 0 95 1 16 2011 2 06 1 39 1 39 2 05 1 27 2 13 2 05 0 52 0 50 1 74 1 54 1 45 1 32 0 99 1 16 2012 2 22 1 65 1 62 2 31 1 43 2 24 2 39 1 80 1 74 2 54 1 50 2 40 0 58 2 25 2 13 2 12 1 89 2 03 1 55 1 71 1 02 1 34 21 2014(E) 0 54 2 03 1 79 1 81 1 45 1 52 1 00 1 25 2013(E) Dividend per Share ( ) KEL848 For the exclusive use of A  Osmanai, 2019  0 5x Heinz This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  0 5x 0 5x 0 6x 0 7x 1 0x 0 6x KELLOGG SCHOOL OF MANAGEMENT Source  FactSet  0 8x 0 6x 0 8x Smucker Median 1 0x Unilever Mean 0 6x PepsiCo 1 1x 0 3x 1 7x 0 4x 0 3x 0 4x Kellogg 1 2x Mondelz 1 2x Hershey 0 5x Nestl S A  0 5x Groupe Danone 0 5x 0 4x 0 5x General Mills 0 3x 0 5x 2012 0 6x 0 5x 0 6x 0 7x 1 1x 0 6x 1 0x 0 4x 0 4x 0 4x 1 5x 0 5x 0 5x 0 3x 0 4x 2013(E) Net Debt EBITDA 0 7x ConAgra Foods Kraft 0 6x Campbell 2011 LEVERAGE ANALYSIS Exhibit 4 (continued) H  J  HEINZ M A 0 7x 0 5x 0 7x 0 8x 1 1x 0 6x 1 3x 0 4x 0 4x 0 4x 1 8x 0 5x 0 5x 0 3x 0 5x 2014(E) 1 8x 1 3x 1 6x 3 0x 2 1x 1 1x 4 1x 2 7x 0 4x 0 5x 1 6x 1 7x 1 1x 0 8x 0 4x 2011 1 8x 1 6x 1 9x 3 2x 2 3x 1 1x 5 0x 2 8x 0 5x 0 6x 2 1x 1 9x 1 3x 1 0x 0 5x 1 6x 1 9x 2 5x 3 6x 2 4x 1 1x 6 5x 2 9x 0 5x 0 6x 6 1x 2 7x 1 4x 1 3x 0 6x 2013(E) Debt Equity 2012 1 3x 1 9x 2 0x 2 5x 3 9x 0 9x 4 7x 2 1x 0 6x 2 1x 1 8x 1 2x 0 5x 2014(E) 3 9x 3 2x 3 5x 1 8x 3 2x 3 5x 2 0x 2 7x 6 8x 5 1x 2 3x 3 2x 2 5x 5 5x 2011 4 3x 3 2x 3 8x 1 8x 2 7x 3 3x 2 1x 2 3x 6 5x 6 2x 4 5x 2 4x 3 0x 3 8x 6 9x 3 9x 3 1x 3 3x 1 8x 2 9x 3 3x 22 3 6x 2 8x 3 1x 1 8x 2 7x 3 2x 1 9x 1 9x 1 9x 5 8x 4 1x 3 1x 2 3x 2 7x 2 9x 4 7x 2014(E) 2 0x 6 0x 4 4x 3 4x 2 4x 3 0x 3 2x 5 7x 2013(E) Assets Equity 2012 KEL848 For the exclusive use of A  Osmanai, 2019  This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  KELLOGG SCHOOL OF MANAGEMENT Source  FactSet  5 1x Heinz 5 8x 5 2x 4 2x Mean 5 0x 4 5x Unilever Smucker Median 5 1x 4 9x PepsiCo 5 5x 4 3x 3 0x 3 0x 1 2x 1 0x Nestl S A  10 3x 16 2x 2 4x 3 5x Mondelz 8 7x Kraft Kellogg 2 1x Groupe Danone 11 5x 4 0x General Mills Hershey 2 3x 2 1x 9 0x 9 8x Campbell ConAgra Foods 7 6x 4 8x 5 8x 2 2x 5 5x 4 8x 3 1x 1 4x 7 6x 8 3x 15 7x 2 4x 4 7x 2 6x 11 6x 2013(E) Price Book 2012 2011 VALUATION ANALYSIS 1 Exhibit 4 (continued) H  J  HEINZ M A 6 9x 5 1x 5 7x 2 2x 5 5x 5 7x 3 4x 1 8x 8 6x 6 3x 16 5x 2 7x 4 7x 2 4x 8 5x 2014(E) 1 5x 1 7x 1 6x 1 8x 1 6x 1 8x 1 7x 1 1x 1 5x 1 9x 1 8x 1 7x 0 8x 1 4x 2011 1 5x 1 6x 1 6x 1 6x 1 7x 1 6x 2 1x 1 2x 1 4x 2 3x 1 6x 1 5x 0 8x 1 4x 2 0x 1 7x 1 7x 1 9x 1 7x 1 6x 2 1x 1 3x 1 5x 1 4x 2 4x 1 5x 1 7x 0 9x 1 8x 2013(E) Price Sales 2012 1 9x 1 7x 1 8x 2 0x 1 7x 2 0x 2 3x 1 7x 1 7x 1 5x 3 1x 1 6x 1 8x 0 8x 1 6x 2014(E) 5 1x 4 2x 5 2x 4 5x 4 9x 3 0x 1 0x 8 7x 11 5x 2 1x 4 0x 2 3x 9 8x 2011 5 5x 4 3x 5 8x 5 0x 5 1x 3 0x 1 2x 10 3x 16 2x 2 4x 3 5x 2 1x 9 0x 2012 5 5x 5 6x 4 8x 5 8x 2 2x 23 5 5x 5 1x 5 7x 2 2x 5 5x 5 7x 3 4x 4 8x 1 8x 3 1x 8 6x 6 3x 16 5x 2 7x 4 7x 2 4x 8 5x 2014(E) 1 4x 7 6x 8 3x 15 7x 2 4x 4 7x 2 6x 11 6x 2013(E) Price Earnings to Growth KEL848 For the exclusive use of A  Osmanai, 2019  21 9x 16 7x Median Heinz This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  15 6x 15 1x 15 8x 16 8x 18 2x KELLOGG SCHOOL OF MANAGEMENT Source  FactSet  15 4x 15 8x Mean 15 8x 16 0x 15 1x 15 8x Smucker 17 6x 17 0x Unilever 10 7x 10 2x 15 0x Mondelz 18 5x 15 5x Hershey Kellogg 16 8x Nestl S A  Price Earnings PepsiCo 17 3x Groupe Danone 15 0x 16 0x General Mills 13 7x 13 6x 2012 14 5x ConAgra Foods Kraft 13 0x Campbell 2011 VALUATION ANALYSIS 2 Exhibit 4 (continued) H  J  HEINZ M A 20 5x 17 6x 17 8x 19 2x 18 7x 16 7x 17 7x 18 3x 16 5x 16 6x 22 3x 16 6x 17 5x 15 6x 17 7x 2013(E) 19 2x 19 0x 19 0x 18 8x 19 1x 19 9x 19 5x 21 9x 19 0x 16 6x 26 5x 19 1x 17 6x 14 2x 16 3x 2014(E) 10 4x 10 1x 9 8x 8 8x 10 3x 10 1x 11 2x 10 2x 10 2x 9 7x 11 8x 10 0x 7 6x 8 2x 2011 10 4x 10 1x 10 2x 9 6x 11 7x 9 6x 12 3x 10 4x 10 1x 11 6x 10 9x 9 6x 7 8x 8 7x 2012 12 8x 11 3x 11 3x 10 6x 11 4x 10 3x 12 3x 11 2x 11 5x 11 2x 12 0x 10 7x 10 8x 11 6x 11 5x 2013(E) Enterprise Value EBITDA 12 0x 11 6x 11 7x 10 4x 11 3x 12 0x 13 1x 13 6x 11 9x 11 3x 14 6x 11 9x 10 9x 9 4x 10 2x 2014(E) 17 0x 22 3x 25 5x 45 9x 22 1x 23 4x 23 2x 38 9x 20 7x 17 7x 22 3x 36 1x 14 3x 15 3x 2011 20 2x 22 6x 24 9x 14 3x 28 5x 22 6x 37 8x 33 1x 23 7x 38 1x 20 6x 18 4x 18 6x 18 4x 2012 22 0x 24 7x 21 5x 23 8x 19 8x 24 22 2x 29 0x 28 6x 20 8x 25 0x 29 5x 28 4x 22 2x 35 3x 20 9x 39 9x 32 5x 36 8x 31 0x 20 3x 22 4x 21 2x 2014(E) 36 8x 13 7x 22 6x 20 1x 19 1x 16 3x 24 6x 47 4x 2013(E) Enterprise Value Free Cash Flow KEL848 For the exclusive use of A  Osmanai, 2019  KEL848 ConAgra Foods, Inc  Joh A  Benckiser GmbH Ralcorp Holdings, Inc  Peet's Coffee   Tea, Inc  Pringles Business of P G National Beef Packing Co  LLC Provimi SAS Foster's Group Ltd  Del Monte Foods Co  American Italian Pasta Co  N A  Frozen Pizza Business of Kraft Birds Eye Foods, Inc  Nov  2012 July 2012 Feb  2012 Dec  2011 Aug  2011 June 2011 Nov  2010 June 2010 Jan  2010 Nov  2009 Philip Morris Companies Inc  Wm  Wrigley Jr  Company Post Foods Pinnacle Foods Group, Inc  European Frozen Foods of Unilever Chef America, Inc  The Pillsbury Company The Quaker Oats Company Keebler Foods Company Nabisco Holdings Corp  International Home Foods Apr  2008 Nov  2007 Feb  2007 Aug  2006 Aug  2006 Oct  2001 Dec  2000 Oct  2000 June 2000 June 2000 This document is authorized for use only by Anna Osmanai in Hybrid Fall 2019 taught by DAVID RODRIGUEZ, High Point University from Aug 2019 to Feb 2020  KELLOGG SCHOOL OF MANAGEMENT Source  FactSet  Kellogg Company The Folgers Coffee Company June 2008 ConAgra Foods, Inc  PepsiCo, Inc  General Mills, Inc  Nestl S A  Permira Advisors Ltd  The Blackstone Group, L P  Ralcorp Holdings, Inc  Mars, Incorporated The J M  Smucker Company Altria Group, Inc  Sept  2008 Kraft Foods Inc  Cadbury plc UST LLC Sept  2009 Pinnacle Foods Group, Inc  Nestl S A  Ralcorp Holdings, Inc  Funds affiliated with KKR   Co  and others SABMiller Plc Cargill, Inc  Leucadia National Corp  Kellogg Company Saputo Inc  Morningstar Foods, LLC Dec  2012 Acquiror Target Announcement Date 2 91 19 02 4 47 14 01 10 40 2 60 2 20 2 14 2 64 23 02 3 40 11 50 21 40 1 37 3 70 1 26 5 30 13 12 1 83 0 87 2 70 0 95 6 78 1 45 Ent  Value ($bn) 8 5x 13 7x 10 7x 15 6x 10 1x 14 5x 9 9x 8 9x 11 3x 18 4x 8 8x 11 9x 13 3x 9 5x 12 5x 8 3x 8 8x  122 9x 8 1x 3 7x 11 1x 23 2x 12 1x 9 3x Ent  Value  LTM EBITDA 2,210 8,913 2,757 5,096 6,067 22 15,200 1,809 1,103 5,780 1,754 1,991 5,975 921 2,100 590 3,713 4,547 2,296 5,808 1,456 383 4,322 1,626 Revenue 342 1,394 449 928 1,005 179 222 241 234 1,251 386 971 1,609 144 296 151 603 (107) 224 300 243 40 560 156 EBITDA 1,000 378 176 468 (114) (109) 117 682 227 560 509 52 80 (554) 93 248 153 15 73 Net Income (44) (222) (93) (269) (156) (21) (240) (23) (408) (21) (11) (41) Capex 14 140 34 161 51 383 48 313 44 36 238 304 20 32 352 Cash 1,150 4,014 583 774 230 1,130 8 1,280 1,618 750 45 4,731 2,022 Debt 25 1,527 11,610 1,773 2,494 9,262 1,765 919 5,517 629 1,417 8,129 747 508 6,908 2,162 913 581 230 4,539 Assets The following is a list of transactions from the packaged food, beverage, and related industries  Use discretion in choosing comparable transactions for valuation analysis because some of the target companies may be better comparables than others  Exhibit 5  Comparable Transaction Metrics (US$ in millions, except multiples) H  J  HEINZ M A For the exclusive use of A  Osmanai, 2019

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