Presentation to:

University of Illinois
Finance 321
Prof. Stephen D’Arcy
February 7, 2007
Merrill Lynch & Co. Investment Banking
A Sample of Our Consumer Relationships

2
Pilgrim’s Pride Corporation Hostile Takeover of Gold Kist, Inc.

3
 Pilgrim’s Pride / Gold Kist Case Study

This announcement is under no circumstances to be construed as

an offer to sell or as a solicitation of an offer to buy any of these
• $21.00 all cash offer represented final in a
securities. The offering is made only by the Prospectus.
series of 9 public/private offers starting
$1,145,000,000 with interest during the IPO process

• PPC pursued Gold Kist for three years

before turning hostile

• Created largest poultry company in US

Acquisition of • 62% of premium to pre-offer stock price

(August 18, 2006)

• Total Valuation: $1,145,000,000

• Forward P/E: 25.3x

Financial Advisor Forward EV/EBITDA: 8.7x
Merrill Lynch & Co.
The date of this prospectus is
December 4, 2006

____________________
Source: Wall Street research. 4
 Pilgrim’s Pride / Gold Kist Case Study
Gold Kist as an Independent Company

Company Overview
• #3 position player in the $30 bn U.S. chicken industry
• 2006 revenue of $2.1 bn and EBITDA $33.1 mm (2005 EBITDA of $265 mm)
• Converted from farmer-owned cooperative via October 2004 Initial Public Offering
• Largest private label supplier of chicken in the U.S.; 75-year history
• Fully integrated production; processes over 14,700,000 birds weekly
• Over 16,500 employees and 2,300 family growers
• 100% owned production facilities in Southeast U.S.

Rolling Latest Twelve Months EBITDA ($ in mm)

$315.20

$301.80

$303.00
$292.20

$272.40

$265.50

$250.10
$350.00

$201.80
$300.00

$156.70
$134.30

$250.00
$119.10
$113.50
$110.60

$108.80

$200.00

$71.80
$70.20

$150.00
$36.10

$33.10
($14.50)

($0.30)

$100.00
$8.50

$50.00
$0.00
($50.00)
Sept. 2001 Sept. 2002 Sept. 2003 Sept. 2004 Sept. 2005 Sept. 2006

5
 Pilgrim’s Pride / Gold Kist Case Study

Transaction Highlights
• On December 4, 2006 Pilgrim’s Pride announced the acquisition of Gold Kist for
$21.00 per share in cash
– Agreed upon price represents a 20% increase over Pilgrim’s Pride initial bid of
$17.50 per share made on February 23, 2006
– Culmination of unsolicited takeover which began on August 18, 2006

• Transaction creates the leading chicken company by weight and third-largest

meat/protein company in the U.S.

• One of the largest-ever acquisitions in the U.S. poultry industry

• Closed on January 8, 2007 with $50 mm in announced synergies; PPC announced

revised synergies estimate of $100 mm on January 30, 2007

• Merrill Lynch acted as lead financial advisor to Gold Kist throughout the transaction
process and rendered a fairness opinion to the Board of Directors.

6
 Pilgrim’s Pride / Gold Kist Case Study

Offer Summary

Transaction Value
Offer price per share $21.00
(1)
Shares Outstanding 51.4
Offer Value $1,078.9
(2)
Net Debt 66.1
Transaction Value $1,145.1
Implied Multiples
P/E EV / EBITDA
2007E 25.3x 8.7x
2008E 16.2x 6.5x
Implied Premium
Price Premium
1-day prior $12.93 62.4%
1-month average 13.32 57.7%
3-month average 13.69 53.4%
Average since IPO 15.50 35.5%

____________________
(1) Inclusive of 51.0mm shares, 0.5mm stock-settled stock appreciation rights and 0.4mm performance shares.
(2) Net debt as of September 30, 2006. 7
 Pilgrim’s Pride / Gold Kist Case Study
Gold Kist Share Price History

10/7/04: 2/23/06 – 08/11/06: 8/18/06: 09/29/06: 10/12/06: 10/27/06: 11/29/06: 12/2/06: 12/4/06:
$11.00 IPO PPC submits non-public PPC publicly PPC GKIS rejects PPC PPC tender PPC announces that PPC meets with Transaction
and unsolicited offers to announces $20.00 commences a offer and files lawsuit offer expires, approximately 67% of GKIS and verbally announced
conversion acquire all the per share offer and tender offer for to enjoin PPC from approximately GKIS outstanding increases offer to
outstanding Gold Kist submits shareholder $20.00 per adding its own officers 33% of GKIS shares have been $21.00 per share
shares proposals to extend share the GKIS Board shared tendered
Stock Offers were made for Board of Directors tendered
Price $17.50 (2/23/06), $18.00 to 15 members, fill
$30.00 (5/12/06) and $20.00 vacancies and
10/7/04 2/23/06
8/11/06 8/18/06
replace 3 directors 9/29/06 10/12/06 10/27/06 11/29/06 12/1/06 12/4/06
(6/26/06 and 8/11/06)

$25.00

$20.00

$15.00

$10.00
Oct-04 Jan-05 Mar-05 Jun-05 Sep-05 Dec-05 Mar-06 Jun-06 Sep-06 Dec-06
____________________
Source: FactSet as of December 4, 2006. 8
 Pilgrim’s Pride / Gold Kist Case Study
Share Price Performance Post Offer

Since Hostile Bear Hug Letter (August 18, 2006)

Price Volume (000s)

$24.00 20,000

9/11/06: 9/11 9/28/06:

9/28 10/27/06:
10/27
Stock price falls below $20.00 per Post offer high of $20.98 Stock price falls $0.23 per share to 18,000
share to close at $19.93 close at $19.78
$22.00
16,000
$21.00

14,000
$20.00
12,000

$18.00 10,000
11/14/06: 11/30/06:
Stock price of11/14
$18.23 on PPC PPC11/30
announcement of
earnings release 67% tender acceptance 8,000
$16.00
6,000

4,000
$14.00
2,000

$12.00 0
8/18/06
8/22/06

8/30/06

9/14/06
9/18/06

9/28/06
10/2/06
10/4/06
10/6/06

11/9/06

12/6/06
12/8/06
9/1/06
9/6/06

1/4/07
8/24/06
8/28/06

9/12/06

9/20/06
9/22/06
9/26/06

10/18/06
10/20/06

11/1/06
11/3/06
11/7/06

11/13/06

11/17/06
11/21/06

11/28/06

12/4/06

12/12/06

12/22/06
12/27/06
9/8/06

10/10/06
10/12/06
10/16/06

10/24/06
10/26/06
10/30/06

11/15/06

11/24/06

11/30/06

12/14/06
12/18/06
12/20/06

12/29/06
____________________
Source: FactSet as of January 4, 2007. 9
 Pilgrim’s Pride / Gold Kist Case Study
Relative Valuation Metrics

As a % of Pilgrim’s Pride $21.00

Deal(1)

70.0%
60.0%
Average: 82.7%
50.0% 50.7%
40.0%
30.0%
Oct-04 Dec-04 Mar-05 May-05 Aug-05 Oct-05 Jan-06 Mar-06 Jun-06 Aug-06

As a % of Sanderson Farms
60.0%

50.0% 75.8%
Average:
46.0%
40.0%

30.0%
Oct-04 Dec-04 Mar-05 May-05 Aug-05 Oct-05 Jan-06 Mar-06 Jun-06 Aug-06

As a % of Tyson
135.0%
120.0%
105.0% Average: 132.9%
90.0% 94.1%
75.0%
60.0%
Oct-04 Dec-04 Mar-05 May-05 Aug-05 Oct-05 Jan-06 Mar-06 Jun-06 Aug-06
____________________
Source: FactSet as of December 4, 2006.
(1) Percentages based on peers’ December 1, 2006 closing price. 10
 Pilgrim’s Pride / Gold Kist Case Study
Research Analyst Perspectives
“We calculate that the deal…could be accretive to Pilgrim’s
Pride by roughly $0.34 per share in calendar 2007…we
believe when fully realized, total synergies from the deal will
approximate $75 million rather than the $50 million the
company is currently targeting.”
Wall Street Research – December 4, 2006
“Consolidation is necessary in the fragmented (chicken)
industry for several reasons including: (1) the very quick
cycle associated with chicken genetics, (2) the likelihood of
structurally higher feed cost as more corn is used for ethanol,
(3) consolidating retailer / customer base and (4) the
probability of more competition from international players.
To the extent this transaction obviously helps consolidation
in a challenging industry, it is a good development in our
opinion.”
Deutsche Bank – December 4, 2006
____________________
Source: Wall Street research.
“Despite challenging chicken fundamentals, PPC’s
acquisition of GKIS is strategically sound and likely will
create long-term shareholder value as PPC would not only
overtake TSN as the largest US chicken processor, but also
would gain improved access to the Southeast and the retail
segment.”
BMO Capital Markets – December 5, 2006
“…this is not the first time PPC has boosted its market
position by swallowing the next largest competitor. In
November 2003, PPC acquired CAG‘s chicken division for
$635 million. The initial cost synergy estimate for the CAG
acquisition was $50 million; by the end of FY04 PPC had
identified $125 million in overlapping costs as well as
additional synergies. Based on the company's history of
providing conservative synergy guidance, we believe the $50
million synergy estimate related to the Gold Kist merger may
be low.
Stifel Nicolaus – December 6, 2006
11
Sara Lee Corporation Spin-off of Hanesbrands to Shareholders

12
 $4.5 Billion Spin-off of Hanesbrands to Sara Lee shareholders
Transaction Overview

• Hanesbrands spin-off was the largest and most significant piece of Sara Lee’s
Transformation Plan
– Tax-free spin-off of 100% of Hanesbrands to Sara Lee shareholders
– Hanesbrands used net proceeds from a $3.1 bn debt financing to pay a special
dividend of $2.4 bn to Sara Lee and for general corporate purposes

• Created the largest apparel essentials company with annual sales of approximately
$4.5 bn

• Largest Consumer Products subsidiary redeployment since Altria/Kraft IPO in 2001

and largest Consumer Products high yield debt raise since 1998
– Merrill Lynch acted as joint lead arranger and joint bookrunner on $2.15 billion
Senior Secured Credit Facilities, consisting of a $500 million Revolving Credit
Facility, $250 million Term Loan A and $1.4 billion Term Loan B, and $450
million Second Lien Credit Facility

13
 $4.5 Billion Spin-off of Hanesbrands to Sara Lee shareholders

Shareholder Value Creation Key Brands

The spin-off of Hanesbrands from Sara Lee has resulted in approximately
$2.4 billion of increased shareholder value (~19%) for SLE equity owners

Stock Shares Equity Total Value

Date Company Price Outstanding Value Equity Value Created

9/1/2006: SLE $16.70 x 770.4 $12,867

One day
prior to
distribution
$2,405
$3.12/share

1/31/2007: SLE $17.15 x 746.8 $12,808

$15,272

HBI $25.58 x 96.3 $2,464

14
 $4.5 Billion Spin-off of Hanesbrands to Sara Lee shareholders

Market Capitalization Relative Share Price Performance

Share Price
135%

Share Price (9/6/06) $21.11

130% HBI
Diluted Shares Outstanding 95.10
+29.4%
Market Value of Equity $2,007.6
Total Debt 2,637.7 125%
Cash & Equivalents 150.0
Transaction Value $4,495.3 SLE
Transaction Value as a Multiple of: 120% +20.7%

June 30 Sales EBITDA P/E

FY 2006 1.00x 8.0x 13.0x 115%
FY 2007 1.02x 7.6x 11.6x
Credit Statistics
110% SPX
Debt / EBITDA / Credit +9.5%
EBITDA Interest(2) Rating
4.7x 2.8x Ba3/B+ 105%

100%

95%
9/5/2006 10/4/2006 11/3/2006 12/2/2006 1/1/2007 1/31/2007

____________________
(1) Source: Form 10 and Wall Street research.
(2) Assumes pro forma interest expense of $202 mm per Wall Street research. 15
 $4.5 Billion Spin-off of Hanesbrands to Sara Lee shareholders

Transaction Summary Wall Street Commentary

• “Shares could represent a unique opportunity
Pre-Spin Post-Spin
to participate in a management
SLE buyout/leveraged buyout-type investment
Shareholders vehicle, as HBI management comes out from
100%
SLE Shareholders under the Sara Lee regime with significant
100%
Hold 2 Securities opportunity to create value”
SLE
$2.4B SLE
dividend 100% • “We believe HBI could generate significantly
100%
100%
more value creation as a stand-alone entity”
Other Other
HBI HBI
Businesses Businesses
• “Once out from under Sara Lee, the
independent HBI business may be
• Sara Lee forms Hanesbrands in advance of spin- reinvigorated with new energy as it sheds its
off “dead man walking” status. Under Sara Lee
control, HBI appears to have been managed
largely for cash generation and has withstood
• HBI raises debt and pays a cash dividend of
a number of years of underinvestment. The
$2.4bn to SLE
recent uptick in the Hanes brand’s visibility, to
coincide with the spin-off, has not gone
• SLE shareholders receive 1 HBI share for every 8 unnoticed, and we look forward to continued
shares of SLE held increased investment in HBI’s brands”

____________________
(1) Source: Form 10 and Wall Street research.
(2) Assumes pro forma interest expense of $202 mm per Wall Street research. 16
 $4.5 Billion Spin-off of Hanesbrands to Sara Lee shareholders
Branded Apparel Comparable Publicly Traded Companies

As of January 31, 2007 ($ in Millions)

Enterprise Value as a Multiple of

Share Price Market Enterprise Sales EBITDA EBIT P/E Multiple (3) P/E/G (3) EPS
(1) (2)
Company 1/31/2007 Value Value 2006E 2007E 2006E 2007E 2006E 2007E 2006E 2007E 2006E 2007E Growth

Gildan $49.84 $3,016 $2,991 3.56x 2.79x 16.7x 13.2x 21.0x 16.6x 17.5x 15.3x NA NA NA

Jones Apparel 34.16 3,895 4,846 1.03 1.00 8.9 8.1 11.1 10.0 15.3 13.4 1.70 1.49 9.0%

Kellwood 32.80 857 941 0.49 0.49 8.0 7.4 12.3 10.8 20.5 17.7 2.05 1.77 10.0%

Liz Claiborne 44.40 4,857 5,485 1.11 1.05 8.3 7.5 10.4 9.6 14.8 13.5 1.48 1.35 10.0%

Perry Ellis 30.09 311 549 0.65 0.61 7.9 6.9 9.4 8.4 19.2 17.6 1.48 1.35 13.0%

Phillips Van Heusen 55.15 3,195 3,236 1.57 1.46 11.4 9.9 12.3 10.4 21.8 19.0 1.21 1.06 18.0%

VF Corp. 75.87 8,621 9,471 1.53 1.41 9.7 9.1 11.3 10.3 15.0 13.7 1.50 1.37 10.0%

Warnaco 28.29 1,382 1,702 0.94 0.88 10.2 9.1 13.7 11.2 21.1 16.8 1.21 0.96 17.5%

Mean 1.36x 1.21x 10.1x 8.9x 12.7x 10.9x 18.1x 15.9x 1.52x 1.34x 12.5%

Median 1.07x 1.03x 9.3x 8.6x 11.8x 10.3x 18.3x 16.1x 1.48x 1.35x 10.0%

Hanesbrands $25.58 $2,512 $4,908 1.09x 1.07x 8.9x 8.2x 11.4x 10.4x 15.6x 14.4x NA NA NA

____________________
(1) Equity Market Value = Fully Diluted Shares Outstanding (Treasury Method) * Closing Share Price.
(2) Enterprise Value = Equity Market Value + Preferred Equity at Liquidation Value (Incl. Redeemable) + Short-Term Debt + Long-Term Debt + Minority
Interest - Cash & Marketable Securities.
(3) Earnings estimates obtained from First Call and calendarized to December. Five year growth rates obtained from I/B/E/S. 17
Clayton Dubilier & Rice / Alberto-Culver’s Sponsor Spin-Off

18
 Alberto-Culver Company
Situation Overview

Separation Rationale Separation Rationale

• Eliminate channel conflicts Alberto-Culver

• Enhance business focus

• Better align incentive awards Consumer Business Sally Beauty Holdings
(“New ACV”) (“SBH”)
• Superior strategic alternative FY ’06E Revenue: $1,426mm FY ’06E Revenue: $2,378mm
FY ’06E EBIT: $121mm FY ’06E EBIT: $247mm
– Liquidity to
Sally Beauty Beauty Systems
shareholders today Systems Group
– Continued participation  Develops, manufactures, distributes  Domestic and  Full-service beauty
in SBH and New ACV and markets branded beauty and international chain supply distributor
upside health care products, as well as of cash-and-carry offering
Description

branded food and household stores offering professional

Business

• Role of CD&R and expected products in the U.S. and more than professional brands directly to
contribution on operational / 100 other countries beauty supplies to salons
strategic front both salon
 Key brands include Alberto V05,
professionals and
• Favorable tax treatment TRESemmé, St. Ives, and Nexxus retail consumers
• Other considerations:  Consumer Brands  Specialty Retail  Distributors
– Limited buyer interest  Energizer  Limited  Interline Brands
Comparable
Companies

in entire company  Church & Dwight  Bed, Bath &  Performance

(Regis process) Beyond Food
 Prestige Brands
– Family management  Williams-  Watsco Inc.
and shareholder issues Sonoma
FY’05-’07 Revenue CAGR: 8.8% FY’05-’07 Revenue CAGR: 7.1%
Comparable
Operating
Metrics

FY’05-’07 EBIT CAGR: 11.4% FY’05-‘07 EBIT CAGR: 10.2%

FY’06 EBIT Margin 8.5% FY’06 EBIT Margin 10.4%

19
 Alberto-Culver Company
Summary Financials

ACV Consolidated New ACV (Consumer)

$ in Billions % EBIT Margin
$ in Billions % EBIT Margin
$1.3 $1.4 $1.5
$2.0 10.0%
$4.5 10.4% $1.1 $1.2
$4.1 8.0%
$1.5
8.6% 8.5% 9.0% 6.0%
$4.0 $3.8 $1.0
10.2% 7.5% 4.0%
6.4%
$3.5 10.3%
$0.5 2.0%
$3.5 $3.3
$0.0 0.0%
10.0%
$2.9 2003 2004 2005 2006E 2007E ’03 – ’07
$3.0
CAGR
10.0%
Revenue Growth 8.1% 8.0% 10.2% 9.1% 8.4% 8.9%
$2.5 9.8%
9.9% EBIT Growth 27.1% 25.4% 8.1% 14.8% 18.6%
9.8%
$2.0 9.6% Sally Beauty Holdings
$1.5 $ in Billions % EBIT Margin
9.5% $1.3 $1.4 $1.5
9.4% $2.0 10.0%
$1.1 $1.2
$1.0 $1.5 8.0%
8.6% 8.5% 9.0% 6.0%
9.2% $1.0
$0.5 6.4% 7.5% 4.0%
$0.5 2.0%
$0.0 9.0% $0.0 0.0%
2003 2004 2005 2006E 2007E ’03 – ’07 2003 2004 2005 2006E 2007E ’03 – ’07
CAGR CAGR
Revenue Growth 9.1% 12.7% 8.4% 6.7% 8.6% 9.1% Revenue Growth 9.4% 15.0% 7.5% 5.5% 8.7% 9.1%
EBIT Growth 17.6% 7.6% 9.2% 11.1% 11.3% EBIT Growth 15.1% 0.4% 10.5% 9.8% 8.8%
____________________
Note: Historical financials based on company filings and exclude one-time charges. Projected financials are based on Wall Street research. 20
 Alberto-Culver Company
Sponsor Spin Transaction Overview

• Alberto-Culver (“ACV”) announced on June 19, 2006 its plan to split its Consumer Products
and Distribution units into independent public companies

• The transaction was completed on November 16, 2006

• ACV shareholders received a $25 per share special cash dividend plus one share each in both
the Consumer (“New ACV”) and Sally/Beauty Systems Group Distribution (“SBH”)
businesses via a tax-free spin-off of the consumer business

• Clayton, Dubilier & Rice (“CD&R”), a private equity firm, invested $575 million to obtain a
47.5% equity stake in SBH
– Alberto-Culver shareholders now own approximately 52.5% of the shares in SBH
– The transaction valued SBH, including $1.85 billion of debt, at approximately $3.0
billion at the time of announcement

• Merrill Lynch originated the transaction, acted as sole M&A advisor to CD&R and arranged
$1.85 billion of debt financing
The transaction has created two separate and independent public companies
and delivered approximately $850 million in increased value to ACV shareholders

21
 Alberto-Culver Company

Transaction Value ($ in mm, except per share)

Current
Price (3)
ACV Share Price at 6/19/06 $47.61 $56.67

Consolidated ACV Value

Equity Value 4,498.6
Less: Net Cash (96.9)
Enterprise Value $4,401.7

Multiples(1): CY '06 CY '07

Enterprise Value / EBITDA 9.9x 8.9x
Price / EPS 18.3x 16.5x

Implied Share Price (based on CD&R Investment) $6.74 $8.80

CD&R Equity Contribution (47.5%) 575.0
ACV Rollover Equity (52.5%) 635.5
Implied Equity Value 1,210.5
Plus: Net Debt 1,843.2
SBH

Implied Enterprise Value $3,053.7

Multiples(1): CY '06 CY '07

Enterprise Value / EBITDA 10.4x 9.6x
Price / EPS 23.7x 19.1x

Implied Share Price (plug)(2) $15.87 $22.87

Implied Equity Value 1,504.1
Plus: Net Debt (96.9)
New ACV

Implied Enterprise Value $1,407.2

Multiples(1): CY '06 CY '07

Enterprise Value / EBITDA 9.2x 8.1x
Price / EPS 16.4x 15.5x
Dividend

Special Dividend per Share $25.00 $25.00

____________________
(1) Based on Wall Street research. SBH and New ACV estimates are pro forma for separation, new debt issuance, and special dividend.
(2) Implied share price for New ACV determined by subtracting CD&R offer price for SBH and the $25.00 dividend from trading price of Alberto-Culver on
6/19/06.
(3) Current Price for the consolidated entity represents a sum of the parts. 22
 Alberto-Culver Company

Existing Company Recapitalization of Alberto-Culver

ACV ACV
Shareholders CD&R
Shareholders
100%
Cash
Alberto-Culver
Cash 47.5% Equity
Dividend Interest in
Sally Holdings
New New Debt
SBH Alberto-Culver
ACV

• New ACV contains Alberto-Culver’s • Alberto-Culver incurs $1.85 billion in debt

Consumer Businesses
• Sally Beauty Holdings (SBH) contains Sally
Beauty Supply and Beauty Supply Group
segments
• CD&R acquires 47.5% equity interest in ACV
(ex-Consumer)
• Alberto-Culver pays cash dividend to ACV
shareholders (except Sponsor)

23
 Alberto-Culver Company

Spin-off of New ACV (Consumer) Pro-forma

ACV
ACV CD&R
Shareholders
Shareholders
Equity Interest 52.5%
100% 52.5% 47.5%

Alberto-Culver
100% -
Culver

Consumer New Consumer

Sally
NewHoldings
ACV SBH Sally ACV
Holdings SBH
SBH
Products ACV Products

• New ACV is spun-off to ACV shareholders
• Transaction is not viewed as “change of
control” from IRS taxation perspective
• Pro forma for the transaction, ACV
shareholders receive:
– 100% ownership in New ACV
(Consumer)
– 52.5% interest in SBH stub equity
– Cash dividend of $25.00 per share

24
 Alberto-Culver Company

New ACV Pro-Forma Capitalization SBH Pro-Forma Capitalization

Pro Forma
Pricing 6/30/06
Pro Forma Cash(1) $8.3
Pricing 6/30/06 Capital Leases 1.5
Cash $220.4 Senior Credit Facilities:
Debentures 6.38% $120.0 Senior ABL Facility L + 250 70.0
Other Debt 3.4 Senior Term Loan A Facility L + 250 150.0
Total Long-term Debt 123.4 Senior Term Loan B Facility L + 250 920.0
Senior Notes 9.25% 430.0
Total Stockholders' Equity 1,653.0 Senior Subordinated Notes 10.50% 280.0
Total Capitalization $1,776.4 Total Long-term Debt 1,851.5
Total Stockholders' Equity (875.1)
Total Capitalization $976.4

LTM PF LTM LTM PF LTM

3/31/06 6/30/06 3/31/06 6/30/06
Metrics: Metrics:
EBITDA $141.5 EBITDA $273.2 $288.1
Interest Expense 7.9 EBITDAR 392.2 419.3
Capital Expenditures 53.7 Interest Expense 136.1 165.4
Capital Expenditures 52.2 33.1
Credit Statistics:
EBITDA / Interest 18.0x Credit Statistics:
(EBITDA - CapEx) / Interest 11.2 EBITDA / Interest 2.0x 1.7x
(EBITDA - CapEx) / Interest 1.6 1.5
Total Bank Debt / EBITDA --
Total Debt / EBITDA 0.9 Total Bank Debt / EBITDA 4.2 4.0
Total Debt / EBITDA 6.8 6.4
Debt / Total Capitalization 6.9%
Adjusted Debt / EBITDAR(2) 7.1 6.9
Debt / Total Capitalization 189.6%

The transaction has created two separate and independent public companies
and delivered a 21% increase in value to ACV Shareholders
____________________
Note: Dollars in millions. Source: Offering Memorandum, merger proxy and Wall Street research.
(1) Excludes $28.2 and $9.4 million of cash to be used to fund accrued and unpaid pre-closing SBH income taxes and specific unpaid non-operating liabilities,
respectively.
(2) Adjusted debt equal to operating leases capitalized at 8x rent expense. 25
 Alberto-Culver Company
Value Creation

Sum of the Parts Valuation SBH and New ACV Trading Performance
Price Indexed
to 100% When-Issued
$56.67 140.0% Trading
A
130.0% ACH
Equity Value of highly leveraged +18.6%
SBH shares 120.0%
$8.80
110.0% SBH
+16.8%
100.0%

90.0%

80.0%
Implied Equity Value of debt-free 11/13/2006 11/28/2006 12/14/2006 12/30/2006 1/15/2007 1/31/2007
New ACV shares $22.87
Premiums Analysis

Date Price Premium: Comments

1/31/2007 $56.67 --
1/16/2007 $56.02 --
11/17/2006 $54.29 3.2% 1st Trading Day
One-time special dividend $25.00 6/19/2006 $47.61 17.7% Post CD&R Ann.
6/16/2006 $46.68 20.0% Pre-CD&R Ann.
4/5/2006 $44.11 27.0% Withdrew Regis Deal
1/10/2006 $46.55 20.3% Ann. of Regis Deal
NYSE Quote
1/2/2006 $45.75 22.4% Start of 2006

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(1) 11/17/06 and 1/31/07 prices reflects sum of $25.00 special dividend and trading prices of SBH and New ACV. 26