Apollo Buys Smart & Final

Apollo buys Smart & Final.
   
Apollo Global Management buys Smart & Final Stores for $1.1 billion.
   
Smart & Final runs 324 grocery and food service stores in California, Oregon, Washington, Arizona, Nevada, Idaho, Montana, and Utah.  The company went public in 2014 at $12 per share.  It competes with direct rivals, discount retailers, and e-commerce firms.
     
Apollo will split Smart & Final into two distinct units, running on separate business models.  One unit will form the 257 stores operating as Smart & Final, where customers shop at a discount with no membership fees.  The second unit will form the 67 stores operating as Smart Foodservice, a no-frills warehouse format selling directly to restaurants and caterers.
   
Kenneth Tuchman of Smart & Final said: ‘This transaction is the result of diligent analysis and thoughtful strategic deliberations by our board of directors over months.  Our board, with the help of independent financial and legal advisers, determined that this transaction, upon closing, will deliver immediate, significant, and certain cash value to our stockholders.’
   
David Hirz of Smart & Final said: 'This transaction is a testament to the strength of Smart & Final's franchise, the quality of our store banners, and the talent and ability of our people.  Under the ownership of the Apollo Funds, Smart & Final will benefit from Apollo's strategic guidance, which will help us speed up our existing strategy in a dynamic industry environment.  We are excited about the future as we embark on a new chapter in our almost 150-year history, with a strategic partner that understands our strengths, culture, and customer-centric philosophy. We would like to thank Ares Management for its partnership and support in helping us grow our business to where we are today.’
   
David Kaplan of Ares Management said: ‘We are happy to fully support this transaction, and we would like to thank the Smart & Final management team for its strong commitment and execution over the past seven years.  We wish the management team and employees continued success under new ownership.’
   
Andrew Jhawar of Apollo said: ‘We are excited for our funds to be re-acquiring Smart & Final and expect to leverage Apollo's deep ability and history of success in food retail to support the Company as it embarks on its next chapter.  The unique differentiation and strong value proposition of both the Smart & Final and Smart Foodservice banners are clear to us and we welcome the opportunity to augment and enhance the experience for the Company's household and business customers.  We look forward to working with the management team as well as the 12,000 team members to capitalize on the Company's position in the marketplace.’
   
Jefferies, Citigroup Global Markets, and Centerview Partners served as financial advisers to Smart & Final.  Kirkland & Ellis serves as legal adviser.  Gibson, Dunn & Crutcher serves as legal adviser to the Strategic Review Committee of the Smart & Final Board of Directors.
   
Morgan, Lewis & Bockius acts as legal adviser to the Apollo Funds.  Paul, Weiss, Rifkind, Wharton & Garrison acts as legal adviser to the Apollo Funds as it relates to the debt financing.

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