Kroger Mergers and Acquisitions Presentation Deck

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#1FRESH FOR EVERYONE ™M Le Kroger Albertsons Companies OCTOBER 14, 2022 Kroger FRESH FOR EVERYONE#2Safe Harbor This presentation contains certain statements that constitute "forward-looking statements" within the meaning of federal securities laws, including statements regarding the effects of the proposed transaction. These statements are based on the assumptions and beliefs of Kroger and Albertsons management in light of the information currently available to them. Such statements are indicated by words or phrases such as "accelerate," "create," "committed," "confident," "continue," "deliver," "driving," "expect," "future," "guidance," "positioned," "strategy," "target," "synergies," "trends," and "will." Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" in each of Kroger's and Albertson's annual report on Form 10-K for the last fiscal year and any subsequent filings, as well as the following: the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory clearance of the proposed transaction; the impact and terms and conditions of any potential divestitures and/or the separation of SpinCo; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the merger agreement and proposed transaction; the inability to consummate the proposed transaction due to the failure to satisfy other conditions to complete the proposed transaction; risks that the proposed transaction disrupts current plans and operations of Kroger and Albertsons; the ability to identify and recognize the anticipated benefits of the proposed transaction, including anticipated TSR, revenue and EBITDA expectations and synergies; the amount of the costs, fees, expenses and charges related to the proposed transaction; and the ability of Kroger and Albertsons to successfully integrate their businesses and related operations; the ability of Kroger to maintain an investment grade credit rating; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction. The ability of Kroger and Albertsons to achieve the goals for the proposed transaction may also be affected by their ability to manage the factors identified above. The forward-looking statements by Kroger and Albertsons included in this presentation speak only as of the date the statements were made. Neither Kroger nor Albertsons assumes the obligation to update the information contained herein unless required by applicable law. Please refer to the reports and filings of Kroger and Albertsons with the Securities and Exchange Commission for a further discussion of the risks and uncertainties that affect them and their respective businesses. This presentation also includes certain forward-looking non-GAAP financial measures, which Kroger and Albertsons management believe to be useful to investors and analysts. A reconciliation to historical non-GAAP figures is provided in the Appendix below. Kroger and Albertsons are unable to provide a full reconciliation of the non-GAAP measures used in the forward-looking measures without unreasonable effort because it is not possible to predict with a reasonable degree of certainty the information necessary to calculate such measures on a GAAP basis because such information is dependent on future events that may be outside of Kroger's and Albertson's control. The unavailable information could have a significant impact on Kroger's and Albertson's GAAP financial results. Kroger Albertsons Companies 2#3Agenda 1 Transaction Overview 2 Accelerating Kroger's Go-to-Market Strategy 3 Strengthening Kroger's Value Creation Model 4 Financial Details Kroger Albertsons Companies#4A Compelling Combination for All Stakeholders Customers Associates Communities Shareholders Kroger Albertsons Companies 0 ● ● ● Enables combined company to serve America with fresher food, faster Creates broader selection of Our Brands products to offer customers higher quality and better value Offers customers best-in-class personalized experience Delivers an enhanced seamless customer experience requiring zero compromise Shared company culture and values to create best-in-class associate experience Creates new and exciting career opportunities for associates Secures union jobs; continuing to work with local unions across America to serve our communities Unites two purpose-driven companies to Feed the Human Spirit Shared mission to uplift communities and create a more equitable and sustainable food system Accelerates Kroger's go-to-market strategy Grows higher-margin alternative profit businesses Strengthens value creation model to drive profitability and deliver enhanced total shareholder returns 4#5Continuing Track Record of Investing in Customers, Communities and Associates Post closing, Kroger will invest approximately... Des $500M to lower prices(1) Kroger Albertsons Companies $1.3B into Albertsons stores to enhance customer experience $ $1B to continue raising associate wages & comprehensive benefits (1) Expects to reinvest cost savings from synergies to reduce prices for customers stamper 1st recan Krog Kröger Jenny NON- Kroger 5#6Transaction Overview Consideration Enhanced Financial Performance and Value Creation Financing Capital Allocation Leadership Path to Close Kroger . Kroger will acquire all outstanding shares of Albertsons for estimated total consideration of $34.10 per share in cash, subject to certain per share reductions Implies total enterprise value of ~$24.6B, including assumption of ~$4.7B of Albertson's net debt Represents 32.8% premium to unaffected closing price of Albertson's common stock on October 12, 2022 and 29.7% to 30-day VWAP Albertsons will pay a special cash dividend of up to $4 billion to its shareholders, which is expected to be approximately $6.85 per share and will reduce purchase price commensurately Delivered combined -$210B revenue, $11.6B of adjusted EBITDA and $3.3 billion in net earnings and in FY 2021 Expected average TSR well above Kroger standalone model of 8-11% in the first four years following close Accretive to earnings in the first year following close and double digit accretive to earnings by year four, excluding one-time costs Expects to achieve $1B annual run-rate synergies net of divestitures within first four years post-close; approximately 50% achieved within first two years post-close Kroger will fund transaction with cash on hand and proceeds from new debt financing Albertson's existing bonds will roll into pro forma capital structure and rank pari passu with Kroger's bonds Engaged with rating agencies and strongly committed to current investment grade credit rating Will continue to invest in high return projects that support strategy Intend to continue paying quarterly dividend and expect to raise dividend over time, subject to Board approval Prioritizing de-leveraging to achieve 2.5x EBITDA net leverage target in first 18 - 24 months post close; repurchase program has been paused until net leverage target achieved Rodney McMullen, Chairman and CEO of Kroger, will be Chairman and CEO of combined company Gary Millerchip, SVP and CFO will continue his role in the combined company Transaction subject to required regulatory approvals and other customary closing conditions Targeted close in early 2024 Transaction approved by Albertsons shareholders holding a majority of outstanding common and preferred stock Merger agreement contemplates some store divestitures may be accomplished through establishment of Albertsons subsidiary to be spun-off to Albertsons shareholders immediately prior to close, that would operate as standalone public company; SpinCo would be a new, agile competitor with quality stores, experienced management, operational flexibility, a strong balance sheet, and focused capital allocation and resources to provide customers with continued value and quality service and associates with ongoing compelling career opportunities; would comprise minimum of 100 stores and up to 375 stores Albertsons Companies Note: Pro forma results as presented in this slide represent the combined Kroger and Albertsons FY 2021 results and are not intended to represent pro forma financials under Section 11 of Regulation S-X under the Securities Exchange Act of 1934, as amended. See Appendix for reconciliation of historical non-GAAP measures. 6#7Albertsons at a Glance 2,273 store locations 402 fuel centers Kroger 1,720 in-store pharmacies Albertsons Companies ~$15B Own Brands Portfolio ~$72B sales in FY 2021 Note: All figures as of Albertsons latest public disclosures +263% two-year digital sales growth in FY 2021 20+ Trusted Iconic Banners With Track Record of Operating Excellence 31M registered loyalty members ~290K associates 7#8Complementary National Footprint with Iconic and Trusted Supermarket Banners Le Kroger Albertsons Companies • Kroger STORES Albertsons STORES Companies 8#9Accelerates Go-to-Market Strategy Through Complementary Priorities, Assets, and Expertise Enables Kroger to serve more of America with fresher food, faster Creates broader selection of Our Brands products to offer customers higher quality and better value Kroger Albertsons Companies FRESH NABILITY GROWTH DRIVERS CUSTOMER STORES ASSOCIATE AS AN ASSET OUR BRANDS MARGIN EXPANSION OBSESSION PERSONALIZATION PRODUCTIVITY EXPERIENCE HEALTH TECHNOL AND WELLNESS SEAMLESS Offers unmatched personalized experience, offering more relevant recommendations and promotions to save customers time and money Delivers an enhanced seamless customer experience requiring zero compromise 9#10Fresh: Faster and Fresher Than Ever Data & Science Driven Kroger Capabilities Supplier Distribution Center Merchandising Store Operations Customers Kroger Sourced products at peak of flavor & quality Reduced transit time Optimal assortment, price & promotion Simplified tasks & training; Improved scheduling Fresh for Everyone marketing, personalization & loyalty Albertsons Companies Albertsons Companies Kroger Broader supplier base & national and local networks enable fresher products to reach more customers faster Enhanced assortment 00 & signature items Accelerates penetration of Fresh portfolio 10#11Our Brands: Expanding Portfolio to Deliver Greater Value and Quality Kroger + Kroger Brand PRIVATE SELECTION simple truth HOME CHEF Murray's WE FROW CHEESE Kroger Albertsons Companies Albertsons Companies O organics open nature Lucerne DAIRY FARMS SINCE 1904 Signature QUALITY GUARANTEED (1) Reflects FY 2021A sales for Kroger and Albertsons. Combined capabilities will accelerate growth and profitability ~$43B Our Brands Portfolio(1) Combined portfolio of ~34,000 total private label products One of the Largest CPG Companies in the U.S Tremendous opportunities for growth 1,520 Combined New Products in 2021 Launched combined ~300 products in Q1 2022 52 Manufacturing Plants Supporting innovation in combined portfolio 11#12Personalization: Data, Personalization and Loyalty Program Benefit Customers Loyalty & core retail growth: ~85 million households One of the most comprehensive first- party data repositories in the food and retail space Compelling retail loyalty program More relevant recommendations and promotions across price points Promotes healthier lifestyles Unmatched personalized experience saves customers time and money Kroger Albertsons Companies Stronger data & analytics 4' Way WIL Kroger 96% of transactions linked to a specific household with pe nalized engagement and offers boost i& VIS Expanded loyalty proposition with paid membership + Albertsons Companies for U 31 million loyalty members fresh pass Free delivery and exclusive perks with paid membership 12#13Seamless: Serving Customers Anything, Anytime, Anywhere Expanded Omnichannel Customer Experience Fresh Products & Meal Solutions Assortment 25 Fulfillment Centers 6 Kroger Automated Fulfillment Centers 12 Kroger Spokes 7 Albertsons' Automated Micro- Fulfillment Centers Kroger Stores, Pickup, Delivery Albertsons Companies As Fast as 30 Minutes % Personalized Recommendations / Offers Fulfillment capabilities combining stores and FCs Improve customer experience and freshness with expanded network Expand capacity and shorten lead times for added convenience Increase utilization of automated fulfillment network through large, medium and small FCs ✓ Improve overall efficiency and lower operating costs ✓ Expand comprehensive digital ecosystem and delivery service providers 13#14Associates Enable our Success Investing in associates since 2018, Kroger has invested an incremental $1.2B in compensation and benefits Cultivating an exciting culture embracing diversity, equity and inclusion Best-in-class associate experience enabling, supporting and empowering associates to unlock their full potential Creating new career opportunities for associates Securing union jobs continuing to work with local unions across America to serve our communities Kroger Albertsons Companies M Wages 53 Well-Being Training Kroger Benefits V Advancement Simplify Work RETENTION & ENGAGEMENT Kroger Riched 14#15Sustainability is a Longstanding Priority ZERO HUNGER ZERO WASTE by People Kroger Kroger Albertsons Companies g Systems for LIPE ગવા CHANGE ALBERTSONS Planet COMPANIES Complementary ESG strategies to advance shared mission to support communities ✓ Focus on responsible corporate stewardship, workforce diversity, equity and inclusion, and creating communities free from hunger and waste Together, we will drive continued progress toward our shared ESG initiatives 15#16Expanded Network Enables Accelerated Profitable Growth and Value Creation Kroger +2,700 Stores +2,200 pharmacies +1,600 fuel centers 60M Households Nationwide Kroger ~$28B Our Brands Portfolio 9th largest U.S. CPG brand portfolio Four distinct billion-dollar plus brands Albertsons Companies ~$34B Fresh Sales 15.6% growth over 2019 +420K Associates Make Kroger a place where customers love to shop (1) Current combined store, pharmacy and fuel center count. Note: Reflects FY 2021A metrics for Kroger and Albertsons Kroger 4,996(¹) Stores 3,972 pharmacies 2,015 fuel centers ~85M Households Nationwide Expanded customer base nationwide Albertsons Companies ~$43B Our Brands Portfolio One of the largest CPG in the U.S. ~$59B Fresh Sales Accelerated growth of fresh portfolio +710K Associates Key component of combined success 16#17Strengthens Our Value Creation Flywheel FRESH SUSTAINABILITY GROWTH DRIVERS STORES USTOMER AS AN ASSET OUR BRANDS EXPANSION Kroger PERSONALIZATION PRODUCTIVITY MARGIN OBSESSION TECHNOLOGY EXPERIENCE HEALTH AND WELLNESS SEAMLESS Strong Supermarket, Fuel & Pharmacy Business DATA & TRAFFIC Albertsons Companies TRAFFIC & REVENUE Fast Growing Alternative Profit Businesses 17#18Expanded National Reach Accelerates Alternative Profit Businesses Kroger Today +$1B Annual Alternative Profits 60M Households 96% of transactions tethered to a loyalty card POWERED BY: Kroger PRECISION MARKETING Kroger Albertsons Companies Kroger + ~$1.5B Annual Alternative Profits Opportunity KROGER PERSONAL FINANCE Albertsons Companies ✓ Providing most relevant data assets for insight and media activation monetization ✓ Enhancing services to media clients to provide more targeted, sophisticated solutions ~85M Households ✓ Fueling growth in Retail Media, Kroger Personal Finance, and Customer Insights ✓ Driving higher-margin alternative profit revenue streams 8451° Insights ALBERTSONS MEDIA COLLECTIVE 18#19Significant Synergy Opportunities ~$1B estimated annual run-rate synergies net of divestitures within first four years post-close Kroger Albertsons Companies ~50% achieved within first two years post-close ✓ Sourcing & Goods Not For Resale ✓ Technology Supply Chain & Manufacturing General & Administrative Costs 19#20Compelling Value Creation Opportunity On a combined basis, delivered approximately $210 billion in revenue, $11.6 billion of adjusted EBITDA, and $3.3 billion in net earnings in fiscal year 2021 Expects to be accretive to earnings in first full-year post-close(¹) • Expects to be double digit accretive by year four) . Continue strong free cash flow generation; 30% accretive to total annual free cash flow by year four Kroger Albertsons Companies Expects to deliver TSR well above Kroger's standalone 8 - 11% during first four years post-close (1) EPS Accretion excludes one-time costs Note: Pro forma results as presented in this slide represent the combined Kroger and Albertsons FY 2021 results and are not intended to represent pro forma financials under Section 11 of Regulation S-X under the Securities Exchange Act of 1934, as amended. See Appendix for reconciliation of historical non-GAAP measures. 20#21Financing and Capital Allocation Financing ● Kroger has $17.4B bridge commitment from Citi and Wells Fargo Will fund transaction through cash and proceeds from new debt financing Plan to hedge interest rate risk on new debt issuance Existing Albertsons bonds will roll into pro forma capital structure and rank pari passu with Kroger bonds Engaged with rating agencies and strongly committed to current investment grade credit rating Kroger Albertsons Companies Capital Allocation Will continue to invest in business through high return projects that support go-to-market strategy ● • Will continue to pay quarterly dividend and expect to increase dividend over time, subject to Board approval Have already paused share repurchase program to prioritize de-leveraging Expects to achieve 2.5x net debt to EBITDA leverage ratio within first 18-24 months post-close 21#22Investment Thesis Accelerated Go-To- Market Strategy(¹) ● ● ● ~$59B Fresh Sales Best-in-Class Data on ~85M Households -$43B Our Brands Business Significant Digital Business, >$12B Kroger Proven Value Creation Model ● Combined TSR well above Kroger's standalone TSR Model of 8 - 11% in first four years post-close Annual run-rate synergy savings of $1B within first four years of combined operations High Growth, Margin Accretive Alternative Profits Disciplined Capital Investments Increasing dividend over time, subject to board approval Strong Balance Sheet & Resilient Free Cash Flow Resilient financial model in a variety of operating and economic environments Strong Free Cash Flow; 30% accretive to total annual Free Cash Flow by year four Investment Grade Debt Rating (1) Pro forma results as presented represent the combined Kroger and Albertsons FY 2021 results and are not intended to represent pro forma financials under Section 11 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Kroger FRESH FOR EVERYONE 22#23A Compelling Combination for All Stakeholders Customers Associates Communities Shareholders Kroger Albertsons Companies 0 ● ● ● Enables combined company to serve America with fresher food, faster Creates broader selection of Our Brands products to offer customers higher quality and better value Offers customers best-in-class personalized experience Delivers an enhanced seamless customer experience requiring zero compromise Shared company culture and values to create best-in-class associate experience Creates new and exciting career opportunities for associates Secures union jobs; continuing to work with local unions across America to serve our communities Unites two purpose-driven companies to Feed the Human Spirit Shared mission to uplift communities and create a more equitable and sustainable food system Accelerates Kroger's go-to-market strategy Grows higher-margin alternative profit businesses Strengthens value creation model to drive profitability and deliver enhanced total shareholder returns 23#24Q&A Session Kroger Albertsons Companies 24#25Appendix Kroger Albertsons 25#26Pro Forma Adjusted EBITDA Reconciliations (1) Kroger $137,888 Kroger Albertsons $71,887 Albertsons $1,620 Albertsons $4,398 $1,655 ($ mm) FY 2021 Sales ($ mm) FY 2021 Net Income ($ mm) FY 2021 Adjusted EBITDA Kroger ($ mm) Net earnings attributable to The Kroger Co. LIFO charge (credit) Depreciation and amortization Interest expense Income tax expense Kroger $7,185 Adjustment for pension plan withdrawal liabilities Adjustment for company-sponsored pension plan settlement charges Adjustment for loss (gain) on investments Adjustment for Home Chef contingent consideration Adjustment for transformation costs (2) Other Adjusted EBITDA Kroger Albertsons Companies Pro Forma $209,775 Pro Forma $3,275 Pro Forma $11,583 C FY 2021 $1,655 197 2,824 571 385 449 87 821 66 136 (6) $7,185 Albertsons ($ mm) Net Income (Gain) loss on interest rate and commodity hedges, net Facility closures and transformation (3) Acquisition and integration costs Equity-based compensation expense (4) Gain on property dispositions and impairment losses, net LIFO expense Government-mandated incremental COVID-19 pandemic related pay(5) Amortization of debt discount and deferred financing costs Loss on debt extinguishment Amortization of intangible assets resulting from acquisitions Combined Plan and UFCW National Fund withdrawal (6) Miscellaneous adjustments (7) Tax impact of adjustments to Adjusted net income Adjusted Net Income Tax impact of adjustments to Adjusted net income Income tax expense Amortization of debt discount and deferred financing costs Interest expense, net Amortization of intangible assets resulting from acquisitions Depreciation and amortization Adjusted EBITDA (1) Pro forma results presented in this presentation represent the combined Kroger and Albertsons FY 2021 results and are not intended to represent pro forma financials under Section 11 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Transformation costs primarily include costs related to store and business closure costs and third party professional consulting fees associated with business transformation and cost saving initiatives. (2) (3) Includes costs related to closures of operating facilities and third-party consulting fees related to strategic priorities and associated business transformation. (4) Related to conversion activities and related costs associated with integrating acquired businesses. Also includes expenses related to management fees paid in prior fiscal years in connection with acquisition and financing activities. Represents incremental pay that is legislatively required in certain municipalities in which Albertsons operates. (5) (6) Related to the Combined Plan during the fourth quarter of fiscal 2021. FY 2021 $1,620 (23) 57 9 101 (15) 115 58 23 4 49 (106) (63) (46) $1,781 46 480 (23) 482 (49) 1,681 $4,398 26 Miscellaneous adjustments include non-cash lease-related adjustments, lease and lease-related costs for surplus and closed stores, net realized and unrealized gain on non-operating investments, certain legal and regulatory accruals and settlements, net and other (primarily includes adjustments for pension settlement gain, unconsolidated equity investments and certain contract terminations).

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