Retail

Why The Fresh Market Could Be Worth Only $28 in a Buyout

The Fresh Market Inc. (NASDAQ: TFM) has confirmed some light news and rumors from the prior week, although perhaps not in the exact manner that was initially reported. The specialty grocery retailer has announced that it plans to conduct a strategic and financial review of the company’s business.

Investors will want to know what this ultimately will mean. The Fresh Market’s press release used the term “strategic and financial review” rather than “strategic alternatives.” This could imply that it will seek to make changes in the company rather than to pursue an outright sale (interpret the quotes below). Then again, The Fresh Market could also say that there is no real difference in the terms regardless of how they worded their review.

A Credit Suisse report shows that it was raising its rating one Fresh Market to Neutral from Underperform and raising its price target to $28.00 from $22.00. With shares trading at $26.61, this might not leave very much implied upside — buyout or not!

The Fresh Market said that its review may result in it continuing to pursue value-enhancing initiatives as a standalone company. It also said that the review could seek a capital structure optimization, or that it could pursue a sale of the company or seek another business combination.

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Again, the reaction was muted. Shares were even down over 2% after the company’s announcement. Here is what Credit Suisse said of its upgrade, but again that was just with a Neutral rating:

The press recently reported that The Fresh Market’s founder and chairman is exploring a bid to take the company private with the help of a private equity firm. We believe valuing the firm is difficult given poor visibility on the sustainable EBITDA, as aggressive price investments may be a key part of any strategy implemented to improve the company’s long-term position. That being said, it doesn’t seem unreasonable to believe a deal is possible given the subjective nature of this analysis, the chairman’s history with the company, and The Fresh Markets unleveraged balance sheet. … In addition to reported takeout interest, the recent appointment of new CEO Richard Anicetti also provides at least some room for optimism. We believe a detailed review of the company’s store growth plans, pricing, cost structure, merchandising, and marketing is needed. It’s unclear if the new CEO would go far enough (especially on the pricing front given the issues here as a public company), but the possibility of a new strategy should provide support to the stock.

Tuesday’s press release confirmed that the company had retained J.P. Morgan Securities as its financial advisor. A quote from The Fresh Market’s lead independent director said:

The Company recently announced the appointment of Rick Anicetti, a seasoned leader with significant experience and success operating grocery businesses in highly competitive environments, as President and Chief Executive Officer. Since joining the Company, Rick and his team have been working to identify and execute on opportunities to improve the Company’s sales growth and to drive operational efficiencies. An update on these findings will be provided when the Company reports its third quarter fiscal 2015 earnings in November. The Board of Directors has determined, consistent with its obligations to the Company and its stockholders and together with the work being done by management, that it is also prudent to conduct a strategic and financial review of the business focusing on the Company’s and its stockholders’ best interests.

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The Fresh Market shares were down more than 3% to $26.21 mid-morning Tuesday, versus a 52-week range of $18.70 to $42.12. This was a $23 and $24 stock the prior week before the news of a potential management-led transaction. As far as Credit Suisse’s new $28.00 target, The Fresh Market’s consensus analyst price target is barely $27.50.

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