Ares Management to Buy Smart & Final in $975 Mln Deal: UPDATED

Ares Management has agreed to buy a majority stake in Smart & Final Holdings in a deal valued at $975 million. Senior management is retaining a minority stake. The seller was Apollo Global Management. Commerce, Calif.-based Smart & Final is smaller store, warehouse-style, “no membership fee,” multi-format retailer that serves both households and smaller businesses. Morgan Stanley, Bank of America Merrill Lynch, Credit Suisse, and Deutsche Bank Securities are providing debt financing. UPDATE: Robert Robison, R. Alec Dawson, Juan Damian Guzman and Andrew Milano of Morgan Lewis provided legal advice to Smart & Final. Dan Mandel, Dan Fetters and Thomas Amster of Morgan Stanley acted as financial advisor to Smart & Final. Michael Woronoff and Daniel Ganitsky of Proskauer Rose supplied legal advice to Ares.

PRESS RELEASE

Smart & Final Holdings Corp. announced today that Ares Management has signed a definitive agreement to acquire a majority stake in the company with senior management retaining a minority stake. Smart & Final is currently majority-owned and controlled by investment funds affiliated with Apollo Global Management, LLC (NYSE: APO). The total enterprise value for the transaction is $975 million, subject to certain closing considerations.

Smart & Final is a leading, smaller store, warehouse-style, “no membership fee,” multi-format retailer serving both households and smaller businesses with a strong value proposition. Smart & Final operates 235 stores under three distinct formats: Smart & Final, Smart & Final Extra!, and Cash & Carry. The stores operate in six western U.S. states (California, Nevada, Arizona, Oregon, Idaho, and Washington), with an additional 13 joint-venture stores in northwest Mexico. The three store formats are positioned to attract customers with an everyday low-price strategy and to offer their customers great value on national brand items in the market. Smart & Final has a powerful private label and “warehouse club pack” offering, which represents value to consumers and also serves as a point of differentiation when compared to its competition.

“We are delighted to join Smart & Final’s senior management team as long-term investors in the company,” said David Kaplan, Senior Partner and Founding Member of Ares Management. “Smart & Final occupies an attractive position in the marketplace by delivering compelling value and merchandise to its loyal customers. We share management’s vision for the company and believe it is well positioned for future growth.”

“We are looking forward to our partnership with Ares Management, whose strong, committed financial sponsorship and great track record in the retail sector speak for itself,” said Dave Hirz, Smart & Final’s President and Chief Executive Officer. “The entire senior management team of Smart & Final is very excited about having Ares’ support in further building Smart & Final into a world-class organization.”

“We would very much like to thank Dave Hirz, Rick Phegley and the rest of the senior management team as well as all of the employees of Smart & Final for their dedication and efforts over the last several years in making Smart & Final one of the best performing food retailers in the U.S.,” said Andy Jhawar, Senior Partner at Apollo. “Smart & Final is a unique company with a highly differentiated strategy, and we know the company will be in great hands with its new owners. The sale of Smart & Final will culminate a successful investment for funds affiliated with Apollo.”

Ares Management is represented by Proskauer Rose LLP as legal counsel, and it has secured commitments from affiliates of Morgan Stanley, Bank of America Merrill Lynch, Credit Suisse, and Deutsche Bank Securities Inc. to provide debt financing for the transaction. Smart & Final is represented by Morgan Lewis LLP as legal counsel, and Morgan Stanley is serving as exclusive financial advisor to Smart & Final.

About Ares Management

Ares Management LLC is a global alternative asset manager and SEC registered investment adviser with approximately $54 billion of committed capital under management and over 540 employees. The firm is headquartered in Los Angeles with professionals also located across the United States, Europe and Asia and has the ability to invest in all levels of a company’s capital structure – from senior debt to common equity. The firm’s investment activities are managed by dedicated teams in its Private Equity, Private Debt, Capital Markets and Commercial Real Estate investment platforms. Ares Management was built upon the fundamental principle that each platform benefits from being part of the greater whole. The synergies from this multi-asset class strategy provides investment professionals with insights into industry trends across the globe, access to significant deal flow and the ability to assess relative value. The Ares Private Equity Group pursues majority or shared control investments, principally in middle market companies with strong business franchises and world class management teams. For more information, visit www.aresmgmt.com.

About Apollo Global Management

Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, London, Frankfurt, Luxembourg, Singapore, Mumbai and Hong Kong. Apollo had assets under management of approximately $105 billion as of June 30, 2012, in private equity, credit-oriented capital markets and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. Funds managed by Apollo Global Management currently have or have had investments in retail and consumer-oriented businesses including investments in Sprouts Farmers Markets, Smart & Final, Claire’s Stores, CKE Restaurants, General Nutrition Centers, AMC Entertainment, Rent-A-Center, Ralphs Grocery Company, Dominick’s Supermarkets, Zale Corporation and Proffitt’s Department Stores. For more information about Apollo, please visit www.agm.com.

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