PETCO in $1.8B buyout

Michaels Stores in $6B buyout

Sports Authority in $1.3B buyout

Investment group to buy Albertson's

Home Depot to buy Hughes Supply for $3.2B

ShopKo accepts superior proposal from Sun Capital

Party City buyout closes

Linens N Things in $1.3 billion LBO

Saks sells its northern stores to Bon-Ton for $1.1 billion

7-Eleven US accepts 7-Eleven Japans buy-in offer

Neiman Marcus LBO closes

Federated completes acquisition of May

Toys "R" Us LBO closes

HSBC buys Neiman Marcus credit card accounts

Citigroup buys Federated, May credit card accounts

Improper markdown allowances 2005

Lease accounting 2004 - 2005

$1.8B buyout by Leonard Green and Texas Pacific

• At $29 per share, $1.66B total
• $1.8B, including assumed debt

• PETC stock charts:  5 year  1 year

• Financing

• Equity: TPG ($415mm),  Leonard Green ($350mm)
• Mezzanine: Goldman ($500mm)
• Debt: Credit Suisse, BoA, Wells Fargo ($850mm)
• Total: $2.115B

Same sponsors took PETCO private in 2000

• Deal summary
• Took company public again in 2002

• IPO prospectus

• Sold off their remaining interest in 2004

• Prospectus supplement

Announced 7.14.06

• Press release
• Form 8-K

Advisors

• PETC: UBS / Pillsbury Winthrop
• Sponsors: Skadden

Agreements

• Merger agreement
• Amend executive employment agreements

Deal protection

• PETCO has 20 business days to solicit other bidders

• See Merger Agreement § 6.4  At page 33

• Break-up fee escalates from $30mm to $50mm on 7.20.06

• See Merger Agreement § 6.4  At page 47

13e-3 transaction

• Leonard Green partner is a PETCO director

• John Danhakl

$6 billion buyout by Bain And Blackstone

• Will take arts and crafts retailer private at $44 per share

• Deal announced despite stock option backdating issues

• MIK is target of investigations and lawsuits
• Merger agreement appears to be silent on backdating
• Suggesting that seller is taking risk of resolution
• See Stock Option Backdating - Company Scorecard

Announced 6.30.06

• Press release
• Form 8-K

Advisors

• MIK: JP Morgan / Cravath
• Special committee:  Goldman / Wachtell
• Buyout firms: Deutsche Bank / Bank of America /
  Credit Suisse / Ropes & Gray

Agreements

• Merger agreement

$1.3 billion buyout by Leonard Green & Partners

• $37.25 per share

Advisors

Announced 1.23.06

Closed 5.03.06

Proxy solicitation

Schedule 13e-3 filings

Agreements

Shareholder litigation

Grocery chain to be split up among buyers

• Supervalu, CVS, Cerberus-led investor group

• Supervalu to acquire most of Albertson's stores

• For $6.3B in stock and cash; Assume $6.1B in debt
• Will become 2nd largest US grocery chain
• Summary
• Background
• ABS stock chart  SVU stock chart

Advisors

Announced 1.23.06

Closed 6.01.06

Proxy solicitation

Agreements

Home Depot buys construction products distributor

• For $46.50 per share; $3.2B total
• HD stock chart

Announced 1.10.06

Closed 3.31.06

Advisors

Proxy solicitation

Agreements

$1.3 billion buyout by Apollo Management

• $28 per share
• Background
• Financing

Advisors

Announced 10.08.05

Closed 2.15.06

Proxy solicitation

Agreements

Interim communications

Bon-Ton buys Saks' northern stores for $1.1 billion

• 142 stores located in twelve states
• Treated as an asset purchase for tax purposes

• IRC §338(h)(10) election

Announced 10.31.05

• Press release
• Form 8-K summary
• Slide presentation

Advisors

• Bon-Ton: Lazard / Wolf Block
• Saks: Goldman / Citigroup / Sidley Austin

Agreements

• Equity purchase agreement

• IRC §338(h)(10) election - §7.2(e)

$360 million leveraged buyout of party goods chain

• By Berkshire Partners and Weston Presidio
• $17.50 per share
• Background
• Financing
• Private Equity Club Deal

Advisors

Announced 9.27.05

Closed 12.23.05

Agreements

Proxy solicitation

Interim communications

Japanese parent makes offer to buy-out minority

• Initially offers $32.50 per share 9.01.05
• Special committee recommends against 9.22.05
• Sweetens offer to $37.50 per share 10.21.05
• Accepted by special committee 10.21.05

Advisors

Announced 9.01.05

Schedule TO filings

Schedule 14D-9 filings

$360 million leveraged buyout of retail chain

• By Sun Capital Partners at $29.07 per share

Goldner Hawn deal terminated

Bidding contest

Advisors

SEC_CODE_REF_0090001192884

Goldner Hawn deal announced 4.08.05

Closed 12.28.05

Sun Capital proxy solicitation

Schedule 13E-3 filings

Proxy solicitation

Sun Capital agreements

Goldner Hawn agreements

Schedule 13D filings

Interim communications

$5.1 billion leveraged buyout

• By Texas Pacific Group and Warburg Pincus
• $100 per share cash for Class A and Class B common
• Background
• HSBC buys Neiman Marcus credit card accounts
• Redeems senior notes
• Financing summary

Advisors

Announced 5.02.05

Closed 10.06.05

Agreements

Proxy solicitation

Interim communications

$6.6 billion buyout by private equity consortium

• $26.75 cash per share
• Background through 5.23.05
• Financing
• Three buyout firms involved:

• KKR
• Bain Capital
• Vornado Realty Trust

Advisors

Announced 3.17.05

Closed 7.21.05

Agreements