EX-99.2 3 exhibit992.htm EXHIBIT 99.2 exhibit992
Year 1 Expectations  Expect performance consistent with historical results, while leveraging the benefits of the combination Combined Company  Continue to capture synergies associated with prior acquisitions  Divest remaining retail business in a thoughtful and economic manner, as soon as reasonably practical  Achieve 25% of run-rate cost synergies in year one, excluding one-time costs (more than $45 million) Synergies  Cost synergies are net of reverse synergies and are incremental to the disclosed Unified Grocers and AG Florida synergies  Growth synergies provide an opportunity for upside to modeled assumptions  At close, total enterprise Debt to Adj. EBITDA leverage is expected to be approximately 4.7x, including total debt of approximately $3.5 billion(1) Leverage at Close  At close, normalized leverage is approximately 4.0x (including run-rate cost synergies and certain other business adjustments)(1)  Net Sales of $24.2 to $24.8 billion  Adjusted EBITDA of $655 to $675 million, excluding one-time costs  Adjusted EBITDA is impacted by the wind down of the Albertsons TSA agreement, the Year 1 Pro Forma additional expense related to the recent sale leaseback initiative, and other stranded retail Financials(2) and other costs compared to FY18 results  Low double digit % Adjusted EPS accretion(3)  Pro Forma financials for Year 1 exclude retail business and discontinued operations, one- time costs and the impact of purchase price accounting (1) Leverage calculations are provided on Page 14 (2) We are not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the actual impact of purchase accounting, divestitures and restructuring actions. The unavailable information could have a significant impact on our GAAP financial results. (3) Accretion calculated versus midpoint of FY19 UNFI guidance and excludes one-time costs and the impact of purchase price accounting 11


 
Sources & Uses and Leverage ($ in millions) ($ in millions) Pro Forma Sources $ Pro Forma Capitalization Combined New ABL Facility ($2,000) $1,200 Total Debt Net of Cash $3,502 New Term Loan B 2,050 Rolled Capital Leases 252 Financial Statistics Total Sources $3,502 LTM SVU Adj. EBITDA (wholesale and corporate) $338 LTM SVU Adj. EBITDA (retail) $73 ($ in millions) FY 2018 UNFI Adj. EBITDA 336 Uses $ Combined LTM Adj. EBITDA $747 Supervalu Equity Consideration $1,348 Refinance Existing SVU Debt – Estimate 1,611 Opening Leverage Ratio Refinance Existing UNFI Debt – Estimate 362 Total Debt / Combined Adj. EBITDA (excluding synergies) 4.7x Financing fees, transaction fees, debt extinguishment costs and other(1) 181 Total Uses $3,502 Normalized Leverage Ratio Combined LTM Adj. EBITDA $747 Loss of Albertson’s TSA Agreement – Estimate ($79) Unified Grocers / AG Florida Synergies (Annualized) $84 Run-rate Cost Synergies (Year 4) $185 Retail Exit (Net of Supply and Service Agreements) ($28) New Sale Leaseback Expenses ($34) Normalized LTM Adjusted EBITDA $875 Normalized Leverage 4.0x Capital Structure and Interest Expense • Existing debt is estimated for UNFI and SVU, as the transaction has not closed yet • Plan to retain existing swap agreements to fix our debt • Goal: Fixed rate exposure of 60-75% of total debt • Interest expense is expected to be $185 to $190 million 13 (1) Includes financing fees of approximately $60 million, seller transaction fees of $55 million, buyer transaction fees of $35 million and debt extinguishment fees of $20 million, as well as other items.