Sanderson Farms, Inc. to Cargill, Incorporated and Continental Grain Company

Packaged Foods/Aug 2021/Centerview

Deal Information

Target

Sanderson Farms, Inc.

Acquiror

Cargill, Incorporated and Continental Grain Company

Sector

Packaged Foods

Target Type

Public

Acquiror Type

Strategic

Advisors

Centerview

Enterprise Value

$4.3B

EV / LTM Sales

EV / LTM EBITDA

6.9x

EV / Fwd EBITDA

Comparable transactions cited by the advisor, excluding the subject transaction.

EV / 10-year Normalized EBITDA selected range: 8.5x - 10.5x

10 comps


Aug 2018	Keystone Foods LLC	Tyson Foods, Inc.	$2.2B	-	10.2x	-
Apr 2018	National Beef Packing Company, LLC	Marfrig S.A.	$2.3B	-	4.4x	-
Sep 2017	Moy Park Holdings (Europe) Ltd.	Pilgrim's Pride Corporation	$1.3B	-	9.8x	-
Jul 2015	Cargill Pork, LLC (1) Based on JBS-disclosed EBITDA derived from the 5-year average margin of JBS USA Pork, as set forth in transaction announcement.	JBS USA, LLC	$1.5B	-	6.8x	-
Jun 2015	Moy Park Ltd. (2) Based on estimated 2015 EBITDA.	JBS S.A.	$1.5B	-	7.9x	-
Nov 2014	P&M Quality Smallgoods Pty Ltd.	JBS Australia Pty Ltd.	$1.3B	-	9.7x	-
Dec 2013	Campofrio Food Group S.A. (3) Based on revised offer of €6.90 per share as of December 23, 2013. Multiple based on the last 12-month EBITDA as reported, equivalent to a 7.8x multiple based on normalized EBITDA as defined by Campofrio Food Group SA.	Sigma Alimentos S.A. de CV and Smithfield Foods, Inc.	$1.6B	-	8.4x	-
May 2013	Smithfield Foods, Inc.	Shuanghui International Holdings Limited	$7.1B	-	9.3x	-
Sep 2009	Pilgrim's Pride Corporation	JBS USA Holdings, Incorporated	$2.8B	-	10.7x	-
Sep 2009	Bertin Ltda.	JBS S.A.	$5.2B	-	12.3x	-
	Mean			-	8.9x	-
	Median			-	9.5x	-

Discount rate and terminal value assumptions the advisor selected for its discounted cash flow analysis.

WACC: 7.5% – 8.5%
Terminal method: Perpetuity growth
Terminal assumption: 1.0% – 2.0%
Forecast basis: Sanderson Farms management Forecasts (Management Projections)
Forecast period: 2021-08-01 through 2025-10-31

Advisor	WACC	Terminal method	Terminal assumption	Forecast basis	Forecast period	Filing
Centerview	7.5% – 8.5%	Perpetuity growth	1.0% – 2.0%	Sanderson Farms management Forecasts (Management Projections)	2021-08-01 through 2025-10-31	Open