NEW YORK, March 14, 2016: The Fresh Market, Inc., a publicly traded company that operates 186 gourmet supermarkets in 27 states across the United States, announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Apollo Global Management, a leading global alternative asset manager. The transaction is valued at approximately $1.36 billion and will be funded through a combination of debt and equity. Morgan Lewis advised Apollo on the acquisition.
The transaction is structured as a two-step merger under Section 251(h) under the Delaware General Corporate Law. First, a Merger Sub will commence a cash tender offer to acquire the outstanding shares of the Fresh Market’s common stock and second, the Merger Sub will merge with and into the Company. The acquisition is expected to be completed in the second quarter of 2016 and remains subject to competing offers.
The Morgan Lewis team advising on the acquisition included partners Robert Robison and R. Alec Dawson, assisted by associates James Fang and Rebekah Raber; partners Gary Rothstein, David McManus, Judith Walkoff, Ron Dreben, Harry Robins, Ken Kail, Charles Bogle, Howard Kenny, David Sirignano, and Terrence Dugan; and of counsel Kathleen Martin.
Paul, Weiss, Rifkind, Wharton & Garrison, LLP partners Mark Wlazlo, Brian Janson and Gregory Ezring, assisted by associate Gabriella Zborovsky, served as Apollo’s finance counsel. Morris, Nichols, Arsht & Tunnell LLP partner Eric Klinger-Wilensky, assisted by associate Jason Tyler, served as Delaware counsel. The legal team at Apollo included Laurie Medley and Chris Gruszczynski.
Cravath, Swaine & Moore LLP partners Damien Zoubek and O. Keith Hallam, assisted by associate Jenny Hochenberg, served as The Fresh Market’s counsel. Richards, Layton & Finger, PA partner Mark Gentile served as Delaware counsel for The Fresh Market.