From Form 8-K 11/6/08
Whole Foods Market Announces $425 million Equity Investment
by Leonard Green & Partners, L.P.
Austin, TX - November 5, 2008 - Whole Foods Market, Inc. (NASDAQ: WFMI) announced today an agreement to sell Series A Preferred Stock due 2020 to Green Equity Investors V, L.P., an affiliate of Leonard Green & Partners, L.P. for $425 million. This amount equates to an ownership interest, assuming conversion of the preferred stock to common stock, of approximately 17% at this time.
“We are pleased that Leonard Green & Partners, L.P., one of the most experienced and successful investors in the retail industry, has decided to make such a significant investment in Whole Foods Market. We view it as a strong vote of confidence in our business model and our long-term growth prospects, despite the current economic environment,” said John Mackey, chairman, chief executive officer, and co-founder of Whole Foods Market. “This investment, combined with our strong cash flow from operations, gives us the financial flexibility to manage through these difficult economic times while continuing to prudently invest in our long-term growth.”
“Whole Foods Market is an exceptional company that has revolutionized how consumers shop for natural and organic products,” said Jonathan Sokoloff, Managing Partner of Leonard Green & Partners, L.P. “We are pleased to make this investment and look forward to a partnership with the board and management team to drive long-term growth, profitability and value for all shareholders.”
The preferred stock has an 8% dividend, payable quarterly in cash or by increasing the liquidation preference, at the option of the Company, and will be convertible, under certain circumstances, to common stock at an initial conversion price of $14.50 per share. This represents a premium of approximately 32% to yesterday’s closing sale price of Whole Foods Market’s common stock of $10.99. After three years, the dividend will be reduced to: (i) 6% if the common stock closes at or above $17.75 per share for at least 20 consecutive trading days, or (ii) 4% if the common stock closes at or above $23.13 per share for at least 20 consecutive trading days.
Whole Foods Market may redeem the preferred stock after five years at a premium of 4%, declining ratably to par by the eighth year. In addition, at any time, Whole Foods Market may, upon 30 days notice, redeem the preferred stock if the common stock closes at or above $28.50 per share for at least 20 consecutive trading days. Whole Foods Market may also convert the preferred stock into subordinated convertible notes having economic terms similar to the preferred stock under certain circumstances.
The transaction is expected to close within thirty days, subject to the receipt of customary regulatory approvals.
In connection with the preferred stock investment, Jonathan D. Sokoloff and Jonathan A. Seiffer of Leonard Green & Partners, L.P. intend to join the board of directors of Whole Foods Market.
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Goldman, Sachs & Co. served as financial advisor and Dechert LLP served as legal advisor to Whole Foods Market in this transaction. Latham & Watkins LLP served as legal advisor to Leonard Green & Partners, L.P. |
