Michael Foods Sold to GS Capital Partners for $1.7 Billion

The transaction, which is expected to close in the next two months and is subject to customary closing conditions, values Michael Foods at approximately $1.7 billion.

26 May 2010 --- Michael Foods, Inc. has announced that its parent, M-Foods Holdings, Inc., has signed a definitive agreement under which its owners, affiliates of Thomas H. Lee Partners, L.P. (THL) and certain current and former members of management, will sell Michael Foods to affiliates of GS Capital Partners. The transaction, which is expected to close in the next two months and is subject to customary closing conditions, values Michael Foods at approximately $1.7 billion.

Michael Foods is a multinational producer and distributor of food products to the foodservice, retail and food ingredient markets. Its principal products are specialty egg products, refrigerated potato products, cheese and other dairy-case products. THL, which acquired Michael Foods in 2003, will retain an ownership stake of approximately 20% as part of the transaction.

“We're pleased with the growth and performance milestones we have achieved over the past several years and appreciate the world-class strategic and operational support we have received from THL during that time,” said Chief Executive Officer and President James E. Dwyer, Jr. “Looking ahead, we're enthusiastic about our new partnership with GS Capital Partners. We believe Michael Foods will continue to build value by delivering innovative, high-quality products and outstanding service to our growing roster of customers.”

“We are excited by the opportunity to partner with THL, Jim Dwyer and management in Michael Foods,” said Adrian Jones, Managing Director at GS Capital Partners. “We look forward to working with this team to build on the Company's leading market position in the egg category, and to pursue new opportunities for growth.”

“Michael Foods is a great company that has produced strong results, and we are very pleased with our investment,” said Kent R. Weldon, Managing Director at THL. “We are confident in Michael Foods' continuing prospects for strong performance and are pleased to be maintaining an ownership stake in the company.”

In addition to Mr. Dwyer, Michael Foods' senior management team includes Mark Westphal, Chief Financial Officer and Senior Vice President; Thomas Jagiela, Senior Vice President – Operations and Supply Chain; and Carolyn V. Wolski, Vice President and General Counsel, all of whom will remain with the Company.

BofA Merrill Lynch acted as financial advisor and Weil, Gotshal & Manges acted as legal advisor to Michael Foods and THL in connection with the transaction. Goldman, Sachs & Co. acted as a financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to GS Capital Partners. Affiliates of Bank of America and Goldman, Sachs & Co. provided commitments for the debt financing for the transaction.