Press Release

Morgan Lewis Advises Sprouts Farmers Market on Merger with Sunflower

Friday, March 9, 2012

NEW YORK, March 9, 2012: Sprouts Farmers Market ("Sprouts") and Sunflower Farmers Market ("Sunflower"), two independent natural food store chains, announced today the execution of a definitive agreement to merge.  The combined company will operate 139 stores under the Sprouts Farmers Market name and will have approximately 10,000 employees. The transaction is expected to close in the second quarter of 2012.

Sprouts is majority-owned by investment funds affiliated with Apollo Global Management, LLC.  Sprouts is operated by the Boney Family and an executive team with many years of collective experience in the grocery business. Sunflower, co-founded in 2002 by Libby Cook and Randy Clapp, is privately owned by the co-founders, management and KMCP Advisors, a provider of private expansion capital. The combined company will continue to be majority-owned and controlled by Apollo.

Morgan Lewis served as legal advisor to Sprouts on the transaction. The Morgan Lewis team was led by Business & Finance partner Robert Robison and included partners Sheryl Orr (Business & Finance), Kenneth Kail (Tax), Gary Rothstein (Employee Benefits), and Harry Robins (Antitrust), as well as associate Damian Guzman (Business & Finance).  The team worked closely with Sprouts' General Counsel Brandon Lombardi.

Mark Wlazlo and Jasmine Zacharias from Paul Weiss served as finance counsel to Sprouts. Alex Voxman and David Wheeler of Latham and Watkins served as counsel to KMCP, and Steven Lawrence and Dane Hague of Gallagher & Kennedy served as counsel to Sunflower.