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This case focuses on valuation using various methods to price a firm. Students attempting this case should know the basics of how to value a company using discounted cash flow, comparable multiples and comparable transactions. Students will need to calculate the weighted average cost of capital using comparable companies and the capital asset pricing model and determine differences in value created by an acquisition vs a leveraged buyout (LBO). The case also discusses qualitative issues in mergers, such as fit between target and acquirer, integration issues, potential high debt from LBO.

This case was library-researched, using Amazon and Whole Foods public filings and business press papers.

Whole Foods Markets received a buyout offer from Amazon. Whole Foods could solicit offers from other firms, including firms more directly in the grocery business. Whole Foods also considered a management buyout or purchase by a private equity firm. Whole Foods had underperformed, with a falling stock price and reduced profitability. Amazon’s bid was attractive, a premium of about 40 per cent over Whole Foods’ pre-merger stock price. Whole Foods also wanted to consider issues such as culture. Whole Foods’ strategy was to sell organic foods at premium prices, while Amazon was a retail discounter with a largely online business.

This case is appropriate for graduate students at the end of their introductory course or for graduate or undergraduate students in a corporate finance elective, particularly a merger/restructuring elective. The case has been used in an advanced undergraduate finance elective, with a team presenting the case to the class, with remaining students in the class required to write case summaries and questions for the presenting group.

Grocery store chain Winn-Dixie had rapidly expanded in an effort to become a national retailer, and by 1999 it had more than 1,000 stores. The company began manufacturing its own products, reasoning that by owning more of the supply chain, it could offer the customer less expensive options. With its new geographic focus and manufacturing facilities, Winn-Dixie attempted to secure a position as a low-cost provider with a national presence. Instead of improving the company's position in the market, however, this strategy crippled both the short- and long-term prospects for Winn-Dixie. The company paid a high premium to expand and increased its leverage without ever realizing the purposed synergies. In fact, there were dis-economies of scale because the distribution, marketing, and administrative costs had risen along with the increased revenue. The expansion and inefficient manufacturing added complexity to its distribution network, and with a greater debt load and less cash, the company was unable to reposition itself in the market when its low-cost provider strategy failed. Not only was the company unable to pursue other opportunities but it also did not have the cash to properly maintain many of its existing stores, which quickly became run down. Winn-Dixie was stuck as a general grocer with few options at a time when the industry was rapidly evolving. Following faulty strategies of expansion, supply chain changes, and increased debt, Winn-Dixie declared bankruptcy. Students will take the view that Paul “Flip” Huffard, lead consultant from Blackstone LP, had in determining the valuation and new capital structure of the company. These decisions would be critical, as they affected what each creditor class would receive and whether Winn-Dixie could emerge from bankruptcy.

Students will: 1. Assess the importance and negative financial impact of past strategic moves, and suggest possible future strategic directions and the expected benefits of such changes. 2. Learn quantitative valuation methods for a company in Chapter 11 and their effects on stakeholders. 3. Learn the elements of a plan of reorganization, including the capital structure, treatment of multiple creditor groups, and management compensation. 4. Discuss sources and uses of capital during a Chapter 11 turnaround.

Whole Foods and Wild Oats were both natural- and organic-food stores that competed for similar customers on values such as high-quality and healthy products, excellent customer service, knowledge of products, and an enjoyable shopping experience. In February 2007, Whole Foods announced that it would purchase a smaller but formidable competitor, Wild Oats. There was tremendous geographic complementarity involved: The merger would give Whole Foods the largest footprint within the natural- and organic-grocery industry in North America.

This case should be paired with textbook chapters that cover the important roles of leadership, staffing and corporate culture in the strategy implementation effort. The case can also be used to review textbook chapters covering competitive and industry analysis, differentiation strategies, goal setting and financial analysis. In advanced courses, readings on leadership and corporate social responsibility should be assigned to inform debates regarding Vasu’s style and his commitment to creating shared value. Alternatively, instructors in retail management courses could assign readings that investigate the linkages of human resource management, service quality and other behaviors to optimal supermarket performance.

The authors revised this case and Teaching Noes from an MBA student case writing project in Fall 2017. The student conducted focus groups with Pacific Market’s consumers, worked with Vasu and his consultant, Tom Scott, a former CEO of a local grocery chain, supplemented with secondary industry research and demographic information about the cities of Sebastopol and Santa Rosa. Meetings to develop the company mission statement and long-term goals took place over Fall 2017. Tom provided the operating information and trade area analysis used in the case, and Vasu provided financial statements and background information.

After a career as a turnaround specialist for Silicon Valley high-tech startups, Vasudev Narayanan (Vasu) acquired Pacific Market, a two-store chain in Sonoma County, California, in 2013. By Fall 2017, rival local chains had expanded, online vendors threatened in-store shopping, the Amazon-Whole Foods combination threatened disruption, and consumers increasingly insisted on “buying local.” Vasu aimed to grow revenues 50 percent by 2020, and fund Good Karma Foundation, a charity in his native India. Strategies to achieve these objectives included infrastructure investments, employee profit sharing, changing the mix of products and amenities or finding a buyer for the operation.

The Pacific Market case is intended for undergraduate or MBA-level strategic management courses. The case pairs well with coverage of how leaders approach the strategy implementation effort, a topic typically introduced toward the end of the course. The case gives students practice in applying strategy formulation concepts and frameworks, e.g. PESTEL analysis, Porter’s industry forces, key industry drivers, strategic group mapping, SWOT analysis, corporate social responsibility and financial ratio analysis. Instructors might also use this case to cover similar material in retail management courses. The case is highly suitable as a written assignment for an examination and/or for team presentations.