Press Release

Morgan Lewis Advises Sprouts Farmers Market on IPO

August 06, 2013

NEW YORK, August 6, 2013: Sprouts Farmers Market, Inc. (Sprouts) today announced the closing of its initial public offering (IPO) of 21,275,000 shares of common stock, including 2,775,000 shares of common stock issued as a result of the exercise in full of the underwriters' option to purchase additional shares, at a price of $18 per share. Sprouts sold 20,477,215 shares of common stock, including the additional shares, and certain stockholders sold the remaining 797,785 shares.

Sprouts received net proceeds from the offering of approximately $344 million, after deducting underwriting discounts and offering expenses. The company intends to use the net proceeds from the sale of its shares to repay $340 million of outstanding indebtedness under its term loan facility and for general corporate purposes.

Sprouts owns and operates 163 grocery stores, predominantly in the southwestern U.S. Sprouts and Henry's Farmers Market, two companies originally founded by the Boney Family that had  operated under separate owners for almost a decade, in 2011 combined operations under the majority ownership and sponsorship of private equity firm Apollo Management, L.P.

Morgan Lewis, which had served as Apollo's legal advisor in connection with the aforementioned acquisition of its stake in Sprouts in 2011, represented Sprouts in its IPO. The Morgan Lewis team was led by Business and Finance partner Howard Kenny and associates Jeffrey Letalien, Daniel Palmadesso and Whitney Montgomery. The team also included Business and Finance partners Robert Robison, Sheryl Orr, Ingrid Myers and William Parish, Tax partner Kenneth Kail, Business and Finance of counsel James Salzman and associates Juan Damian Guzman and Andrew Milano. Also assisting were Employee Benefits and Executive Compensation partner Gary Rothstein and associate Eric Sarabia and FDA partner Robert Hibbert and associate Mark Bolin.