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Presentation to: University of Illinois Finance 321 Prof. Stephen D’Arcy February 7, 2007

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

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Presentation to: University of Illinois Finance 321 Prof. Stephen D’Arcy February 7, 2007

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  1. Presentation to: University of Illinois Finance 321 Prof. Stephen D’Arcy February 7, 2007

  2. Merrill Lynch & Co. Investment Banking A Sample of Our Consumer Relationships

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

  4. $21.00 all cash offer represented final in a series of 9 public/private offers starting with interest during the IPO process PPC pursued Gold Kist for three years before turning hostile Created largest poultry company in US 62% of premium to pre-offer stock price (August 18, 2006) Total Valuation: $1,145,000,000 Forward P/E: 25.3x Forward EV/EBITDA: 8.7x 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 securities. The offering is made only by the Prospectus. $1,145,000,000 Acquisition of Financial Advisor Merrill Lynch & Co. The date of this prospectus isDecember 4, 2006 Pilgrim’s Pride / Gold Kist Case Study ____________________ Source: Wall Street research.

  5. 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)

  6. 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.

  7. Pilgrim’s Pride / Gold Kist Case Study Offer Summary ____________________ (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.

  8. Pilgrim’s Pride / Gold Kist Case Study Gold Kist Share Price History ____________________ Source: FactSet as of December 4, 2006.

  9. Pilgrim’s Pride / Gold Kist Case Study Share Price Performance Post Offer Since Hostile Bear Hug Letter (August 18, 2006) ____________________ Source: FactSet as of January 4, 2007.

  10. Pilgrim’s Pride / Gold Kist Case Study Relative Valuation Metrics As a % of Pilgrim’s Pride $21.00 Deal(1) 82.7% As a % of Sanderson Farms 75.8% As a % of Tyson 132.9% ____________________ Source: FactSet as of December 4, 2006. (1) Percentages based on peers’ December 1, 2006 closing price.

  11. 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 “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 “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 “…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 ____________________ Source: Wall Street research.

  12. Sara Lee Corporation Spin-off of Hanesbrands to Shareholders

  13. $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

  14. $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

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

  16. Sara Lee forms Hanesbrands in advance of spin-off HBI raises debt and pays a cash dividend of $2.4bn to SLE SLE shareholders receive 1 HBI share for every 8 shares of SLE held “Shares could represent a unique opportunity to participate in a management buyout/leveraged buyout-type investment vehicle, as HBI management comes out from under the Sara Lee regime with significant opportunity to create value” “We believe HBI could generate significantly more value creation as a stand-alone entity” “Once out from under Sara Lee, the independent HBI business may be reinvigorated with new energy as it sheds its “dead man walking” status. Under Sara Lee control, HBI appears to have been managed largely for cash generation and has withstood a number of years of underinvestment. The recent uptick in the Hanes brand’s visibility, to coincide with the spin-off, has not gone unnoticed, and we look forward to continued increased investment in HBI’s brands” $4.5 Billion Spin-off of Hanesbrands to Sara Lee shareholders Transaction Summary Wall Street Commentary Pre-Spin Post-Spin SLE Shareholders SLE Shareholders Hold 2 Securities 100% 100% SLE SLE $2.4B dividend 100% 100% 100% OtherBusinesses OtherBusinesses HBI HBI ____________________ (1) Source: Form 10 and Wall Street research. (2) Assumes pro forma interest expense of $202 mm per Wall Street research.

  17. $4.5 Billion Spin-off of Hanesbrands to Sara Lee shareholders Branded Apparel Comparable Publicly Traded Companies As of January 31, 2007 ($ in Millions) ____________________ (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.

  18. Clayton Dubilier & Rice / Alberto-Culver’s Sponsor Spin-Off

  19. Eliminate channel conflicts Enhance business focus Better align incentive awards Superior strategic alternative Liquidity to shareholders today Continued participation in SBH and New ACV upside Role of CD&R and expected contribution on operational / strategic front Favorable tax treatment Other considerations: Limited buyer interest in entire company (Regis process) Family management and shareholder issues Alberto-Culver CompanySituation Overview Separation Rationale Separation Rationale Alberto-Culver Consumer Business(“New ACV”) FY ’06E Revenue: $1,426mm FY ’06E EBIT: $121mm Sally Beauty Holdings(“SBH”) FY ’06E Revenue: $2,378mm FY ’06E EBIT: $247mm Business Description Comparable Companies Comparable Operating Metrics

  20. Revenue Growth 9.4% 15.0% 7.5% 5.5% 8.7% 9.1% EBIT Growth 15.1% 0.4% 10.5% 9.8% 8.8% Revenue Growth 8.1% 8.0% 10.2% 9.1% 8.4% 8.9% EBIT Growth 27.1% 25.4% 8.1% 14.8% 18.6% ’03 – ’07 CAGR ’03 – ’07 CAGR ’03 – ’07 CAGR Alberto-Culver CompanySummary Financials ACV Consolidated New ACV (Consumer) $ in Billions % EBIT Margin $ in Billions % EBIT Margin Sally Beauty Holdings $ in Billions % EBIT Margin Revenue Growth 9.1% 12.7% 8.4% 6.7% 8.6% 9.1% EBIT Growth 17.6% 7.6% 9.2% 11.1% 11.3% ____________________ Note: Historical financials based on company filings and exclude one-time charges. Projected financials are based on Wall Street research.

  21. Alberto-Culver CompanySponsor 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

  22. Alberto-Culver Company Transaction Value ($ in mm, except per share) ____________________ (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.

  23. ACV Shareholders CD&R ACV Shareholders Alberto-Culver Company Existing Company Recapitalization of Alberto-Culver • New ACV contains Alberto-Culver’s Consumer Businesses • Sally Beauty Holdings (SBH) contains Sally Beauty Supply and Beauty Supply Group segments 100% Alberto-Culver Cash Cash Dividend 47.5% Equity Interest in Sally Holdings SBH Alberto-Culver New ACV New Debt • Alberto-Culver incurs $1.85 billion in debt • CD&R acquires 47.5% equity interest in ACV (ex-Consumer) • Alberto-Culver pays cash dividend to ACV shareholders (except Sponsor)

  24. ACV Shareholders CD&R Alberto-Culver New Consumer Consumer SBH SBH Sally Holdings Products Products ACV Alberto-Culver Company Spin-off of New ACV (Consumer) Pro-forma • New ACV is spun-off to ACV shareholders • Transaction is not viewed as “change of control” from IRS taxation perspective ACV Shareholders Equity Interest 52.5% 100% 52.5% 47.5% 100% - Culver New ACV New SBH Sally Holdings ACV • 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

  25. Alberto-Culver Company New ACV Pro-Forma Capitalization SBH Pro-Forma Capitalization 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.

  26. Alberto-Culver CompanyValue Creation Sum of the Parts Valuation SBH and New ACV Trading Performance ACH+18.6% SBH+16.8% Premiums Analysis ____________________ (1) 11/17/06 and 1/31/07 prices reflects sum of $25.00 special dividend and trading prices of SBH and New ACV.

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