Panera Bread Company acquired by JAB Holdings B.V. (through Rye Parent Corp.; investment vehicle of JAB Consumer Fund and JAB Holding Company)

Basis

• USD 7.5bn enterprise value is treated as publicly disclosed or derived directly from public source data.
• Valuation covers 100% of the target; the amount invested or paid for a stake is separate.
• Implied EV / revenue is 2.68x, calculated from USD 7.5bn value and USD 2.8bn revenue.
• Revenue and multiple inputs are not fully disclosed in public transaction materials reviewed; treat the multiple as an estimate.
• Announced transaction value was approximately USD 7.5 billion, including approximately USD 340 million of net debt; this is the approximate EV, distinct from approximately USD 7 billion aggregate cash consideration paid to stockholders at closing. FY2016 corporate revenue was USD 2,795.365 million; franchisee-reported bakery-café sales were separate and are not corporate revenue. The approximate EV / FY2016 revenue multiple is approximately 2.68x. The proxy reports calendar2017E EBITDA of USD 443 million in the Street Consensus Case and USD 458 million in the Management Five-Year Plan. Using approximate announced EV against those respective forecast denominators implies approximately 16.9x–16.4x EV / calendar2017E EBITDA; this is a forecast range, not a standalone canonical scalar multiple. No supported FY2016 EBITDA figure is established here. Derived approximately: USD 7.5 billion / USD 2.795365 billion = 2.68x. Forecast EBITDA alternatives and implied multiples are described as a range in the methodology note. FY2016 reported corporate revenue and calendar2017E EBITDA alternatives are from Panera’s 2016 Form 10-K and definitive proxy, respectively.