MnA Tearsheet 4/14/2018 1:20

Currency: USD - US Dollar

Exchange Rate: 1 USD = 1 USD
Deal Number: 3098184040

Nitori Holdings Co Ltd acquires 34% stake in Katitas Co Ltd for US$209M
DEAL SYNOPSIS
JAPAN - Nitori Holdings Co Ltd acquired a 34% stake in Katitas Co Ltd, a Kiryu-Shi, Gunma-based provider of pre-owned real estate regeneration services, from Toshi Jigyo Yugen SekininKumiai Advantage Partners IV Go, led by AP IV GP, for a total JPY 23.3 bil (USD 209.42 mil), in a privately negotiated transaction.

DEAL SUMMARY
Rank Date 4/28/2017 Rank Value Credit (MM) 209.420 Total Fees (MM) / % 3.420 / 1.63
Date Announced 4/28/2017 Deal Value (MM) 209.420 Total Target Fees (MM) / % 1.849 / 0.88
Date Effective 5/31/2017 Enterprise Value at Announcement Date 710.532 Total Acquiror Fees (MM) / % 1.571 / 0.75
(MM)
Deal Status Completed Enterprise Value at Effective Date (MM) 710.532 Rank Value to LTM EBITDA 14.947
Deal Attitude Neutral Equity Value at Announcement Date (MM) 615.942 Rank Value to LTM Net Sales 1.279
Acquisition Technique Privately Negotiated Purchase Equity Value at Effective Date (MM) 615.942
% Held / % Sought / % Acquired - / 34.00 / 34.00

DEAL PURPOSE
-

COMPANY INFO
Target Target Ultimate Parent Acquiror Acquiror Ultimate Parent
Name Katitas Co Ltd Katitas Co Ltd Nitori Holdings Co Ltd Nitori Holdings Co Ltd
Nationality Japan Japan Japan Japan
Public Status Priv. Priv. Public Public
Ticker - - 9843 9843
Primary Listing - - Tokyo 1 Tokyo 1
TRBC Economic Sector Cyclical Consumer Goods & Services Cyclical Consumer Goods & Services Cyclical Consumer Goods & Services Cyclical Consumer Goods & Services
TRBC Business Sector Cyclical Consumer Products Cyclical Consumer Products Retailers Retailers
TF Macro Industry Real Estate Real Estate Retail Retail
TF Mid Industry Residential Residential Other Retailing Other Retailing
Primary SIC Code 6513 6513 5712 5712
Primary SIC Description Operators of apartment buildings Operators of apartment buildings Furniture stores Furniture stores
Business Description Katitas Co Ltd, based in Gunma, Japan, is Katitas Co Ltd, based in Gunma, Japan, is Nitori Holdings Co Ltd, based in Tokyo, Nitori Holdings Co Ltd, based in Tokyo,
mainly involved in the pre-owned real estate mainly involved in the pre-owned real estate Japan, is primarily engaged in the sale of Japan, is primarily engaged in the sale of
TARGET ADVISORS
Financial Advisors
Name Role Rank Value Credit (MM) Imputed Fees (MM)
Daiwa Securities Co Ltd Represented Seller 209.420 1.849
Total Target Fees 1.849

Legal Advisors
Name Role Rank Value Credit (MM)
Nagashima Ohno & Tsunematsu Counsel to Seller 209.420

ACQUIROR ADVISORS
Financial Advisors
Name Role Rank Value Credit (MM) Imputed Fees (MM)
Undisclosed Advisor - - 1.571
Total Acquiror Fees 1.571

Legal Advisors
Name Role Rank Value Credit (MM)
Mori Hamada & Matsumoto Counsel to Acquiror 209.420

RELATED PARTIES
Name Role
Financial Sponsor Name Advantage Partners IV Go Seller
AP IV GP Financial Sponsor to Target
AP IV GP Financial Sponsor to Target Immediate Parent
AP IV GP Financial Sponsor to Target Ultimate Parent
AP IV GP Seller Immediate Parent
AP IV GP Seller Ultimate Parent
Portfolio Company Name Katitas Co Ltd Target
Katitas Co Ltd Target Immediate Parent
Katitas Co Ltd Target Ultimate Parent
SWF Name - -

STAKE PURCHASE
Held -
Sought 34 %
Acquired 34 %
Final 34 %

CONSIDERATION STRUCTURE
Cash -
Stock -
Other 100 %
Unknown -

SYNERGIES
Expected Synergy Date -
Pre-Tax (MM) -
Expected Pro-Forma EPS After Synergies -
Expected Accretive/Dilutive Type -
Expected Accretive/Dilutive Date -

MARKET DATA
Target Acquiror
Stock Price on Date Announced - 130.097
Stock Price one Day After Announcement - 129.748
Total Assets (MM) 287.754 4,296.362

VALUATION
Valuation Ratios as of 2017-04-28 LTM (actual) NTM (forecasted) FY1 (forecasted) FY2 (forecasted)
Rank Value to Net Sales 1.279 - - -
Rank Value to EBITDA 14.947 - - -
Rank Value to EBIT 15.748 - - -
Deal Equity Value to Net Sales 1.108 - - -
Deal Equity Value to Net Income 19.613 - - -

Figures for last twelve months (LTM) are typically based on the most recent financial statements available prior to the announcement/rank date. Other figures are based on forecasts for the twelve months following the announcement of most recent terms (NTM), for the same fiscal year of the announcement of most recent terms (FY1), and for the fiscal year
following the announcement of most recent terms (FY2).

FINANCIALS
Financials as of 2017-04-28 Target LTM (actual) Target NTM (forecasted) Target FY1 (forecasted) Target FY2 (forecasted) Acquiror LTM (actual)
Net Sales (MM) 555.101 - - - 4,545.321
EBITDA (MM) 47.485 - - - 869.158
EBIT (MM) 45.070 - - - 760.061
Pre-Tax Income (MM) 45.509 - - - 778.191
Net Income (MM) 31.369 - - - 531.651
EPS - - - - 4.793

Figures for last twelve months (LTM) are typically based on the most recent financial statements available prior to the announcement/rank date. Other figures are based on forecasts for the twelve months following the announcement of most recent terms (NTM), for the same fiscal year of the announcement of most recent terms (FY1), and for the fiscal year
following the announcement of most recent terms (FY2).