Title

SSG Advises Vitamin World, Inc. in the Sale of Substantially all of its Assets to an Affiliate of Feihe International, Inc.
January 2018
has sold substantially all
of its assets to an affiliate of
Under Section 363 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Eastern District
of Michigan, Southern Division
The undersigned acted as Investment Banker
to BillNat Corporation on this transaction

Body

SSG Capital Advisors, LLC ("SSG") acted as the investment banker to Vitamin World, Inc. ("Vitamin World" or the "Company") in the sale of substantially all of its assets to an affiliate of Feihe International, Inc. The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in January 2018.

Founded in 1977 and headquartered in Holbrook, New York, Vitamin World is a leading specialty retailer in the vitamins, herbs, minerals and supplements ("VHMS") market. The Company offers products across all major VHMS and sports nutrition categories. Vitamin World operates across 32 U.S. states and territories and offers its own private label products as well as leading third-party brands.

After being carved out of its parent company in February 2016, Vitamin World began operations as a standalone retail business. Following the carve-out, the Company experienced challenges related to supply chain and inventory management. Additionally, its profitability suffered due to above-market rents and underperforming stores. These circumstances prompted management to develop strategic initiatives such as recalibrating the store portfolio and reducing fixed costs. In order to implement this operational restructuring plan and strengthen its capital base to fund future growth, Vitamin World filed for protection under Chapter 11 of the U.S. Bankruptcy Code in September 2017.

SSG was retained in November 2017 to solicit offers for the business. SSG conducted a comprehensive marketing process that generated four competitive bids to be the stalking horse. China-based Feihe International's stalking horse offer was ultimately deemed as the highest and best offer. SSG's ability to solicit offers from global buyers in a fast-tracked process and its experience with Section 363 sale processes enabled the Company to maximize value, preserve jobs and maintain the loyalty of vendors and customers.

Feihe International, Inc. is the largest domestic-brand baby formula supplier in China and recently announced its plan to introduce imported and high-end health and nutrition products to the Chinese market.

Other professionals who worked on the transaction include:

Peter A. Siddiqui, Paige Barr Tinkham and Allison E. Thompson of Katten Muchin Rosenman LLP, co-counsel to Vitamin World, Inc.;
Mark Minuti, Jeffrey C. Hampton, James F. Modzelewski and Monique Bair DiSabatino of Saul Ewing Arnstein & Lehr LLP, co-counsel to Vitamin World, Inc.;
Michael Nowlan, Matthew D. Pascucci, Alden C. Reid and Brad Kanter of Mackinac Partners LLC, financial advisor to Vitamin World, Inc.;
Ivan L. Friedman and Eileen F. Mitchell of RCS Real Estate Advisors, real estate advisors to Vitamin World, Inc.;
Richard A. Chesley, Andrew D. Ledbetter, Stuart Brown, Scott Layfield and Kaitlin Edelman of DLA Piper LLP (US), counsel to Feihe International, Inc.;
David Smalstig, Tim Schleeter, Amanda Wu, Paul Stroup, McKay Jacobson and Evan Bookstaff of FTI Consulting, Inc., financial advisor to Feihe International, Inc.;
Donald E. Rothman and Steven E. Fox of Riemer & Braunstein LLP, co-counsel to the Senior Lender;
Gregory A. Taylor of Ashby & Geddes, P.A., co-counsel to the Senior Lender;
Bruce D. Buechler, Mary E. Seymour and Jeffrey Cohen of Lowenstein Sandler LLP, co-counsel to the Official Committee of Unsecured Creditors;
L. Katherine Good of Whiteford Taylor Preston, LLP, co-counsel to the Official Committee of Unsecured Creditors; and
David E. Galfus and Jonathan Emerson of Berkeley Research Group, LLC, financial advisor to the Official Committee of Unsecured Creditors.

CONTACTS ON THIS DEAL

Contacts On This Deal

J. Scott Victor
Managing Director
Email: jsvictor@ssgca.com
Phone: (610) 940-5802
Teresa C. Kohl
Managing Director
Email: tkohl@ssgca.com
Phone: (610) 940-9521
Neil Gupta, CFA
Director
Email: ngupta@ssgca.com
Phone: (610) 940-2663
Brian A. McAuley
Associate
Email: bmcauley@ssgca.com
Phone: (610) 940-6067