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Apollo agreed to acquire home security services company ADT Corp. (NYSE:ADT), for $6.94 billion in a leveraged buyout. The transaction was unanimously approved by Fresh Market’s board of directors, other than Ray Berry, its chairman and founder, who recused himself. Ray Berry and Brett Berry, who collectively own 9.8% of Fresh Market’s shares, agreed not to tender their shares and will both participate and rollover the majority of their holdings in the transaction with Apollo. George Golleher, with whom Apollo has had a long-term operating partner consulting relationship and who was formerly CEO of Smart & Final and Ralphs Grocery Company/Food-4-Less during ownership by other Apollo funds, will be a co-investor with Apollo in the Fresh Market deal. “We are excited about this transaction with Apollo, which recognizes the value of The Fresh Market’s strong brand and significant growth prospects while providing stockholders with an immediate and substantial premium,” said The Fresh Market president and CEO Rick Anicetti. “We believe there is a significant opportunity to enhance the brand, merchandise offering and price-value combination to make The Fresh Market a primary destination for food shoppers, while at the same time being committed to social responsibility through partnerships with local vendors and communities,” said Andrew S. Jhawar, senior partner and head of the Retail and Consumer Group at Apollo. The transaction is expected to close in the second quarter of 2016, subject to customary closing conditions, and a condition that more than 50 percent of the company’s common shares be tendered (other than shares held by Ray and Brett Berry that are being rolled over). The transaction has fully committed financing in place. It will be financed primarily through the incurrence of $800 million in new senior secured notes and an equity contribution of approximately $525 million from funds managed by Apollo in addition to the equity rollover from the Berrys. Fresh Market will also enter into a new $100 million revolving credit facility concurrently with the closing of the merger. The transaction includes a 21-day go-shop provision, whereby Fresh Market can solicit outside offers. J.P. Morgan Securities LLC is serving as the exclusive financial advisor to Fresh Market, and Cravath, Swaine & Moore LLP and Richards, Layton & Finger, P.A. are serving as its legal advisors. Barclays, RBC Capital Markets, LLC, Jefferies and Macquarie Capital are serving as financial advisors to Apollo. The debt financing is being committed to by Barclays, Royal Bank of Canada, Jefferies Finance and Macquarie, and Davis Polk & Wardwell LLP is serving as their legal counsel. Morgan, Lewis & Bockius LLP and Morris, Nichols, Arsht & Tunnell LLP are acting as legal advisors to Apollo and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Apollo as it relates to the debt financing. Founded by Ray Berry in 1982, The Fresh Market, Inc. is a specialty grocery retailer focused on providing high-quality products in a unique and inviting atmosphere with a high level of customer service. The company operates 186 stores in 27 states across the United States. Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston,Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. Apollo had assets under management of approximately $170 billion as of December 31, 2015 in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. The firm has a market capitalization of $3.05 billion.]]>