Good morning, and welcome to the Conyers Park Conference Call. Today's call is being recorded. It is now my pleasure to turn the floor over to Dave West, Chief Executive Officer of Conyers Park.
Thanks, operator, and welcome, everyone, to today's Conyers Park Investor Call. We are excited to discuss with you our plans to de stack by consummating a transaction with Atkins Nutritionals Inc, hereafter referred to as simply Atkins. Today's call is prerecorded and there will be no Q and A. We will be filing our proxy shortly and we encourage you to review it. Before we get started, we want to emphasize that some of the information discussed in this call, particularly our revenue and operating model targets as of today, contain forward looking statements that involve risk and uncertainty.
Actual results may differ materially from those set in such statements. For a discussion of these risks and uncertainties, you should review the forward looking statements disclosure in the investor presentation that we will file with the SEC. During this call, we will discuss GAAP and non GAAP financial measures. A reconciliation between the two is available in the
investor presentation. Participating on today's call is Jim Kilts. This is Jim Kilts, and I've spent over fifty years in the consumer products business, and I still love it. And that's why I want to keep going to create and build a new company. I've been CEO of Gillette, Nabisco, Rand Kraft Foods and been the Vice Chairman of Procter and Gamble and the Chairman of the Board of the Nielsen Company.
And I'm Dave West. I have nearly thirty years of experience in consumer packaged goods, including five years as CEO at Del Monte Big Heart Pet Brands and four years as CEO of The Hershey Company. I also worked with Jim during my fifteen year tenure at Nabisco.
Good morning, everyone. I'm Brian Ratson. I've been in the private equity business for over twenty years. I spent most of that time in a firm called Vestar Capital Partners, where I headed up the Consumer Group. I worked on notable consumer investments, including Birds Eye Foods, Sun Products and Del Monte Bigheart.
I led the Del Monte transaction for Vestar, which is where I partnered with Jim and Dave. I then joined Jim two years ago as a partner at Centerview Capital.
Good morning. This is Joe Scalzo, and I've been the President and CEO of Atkins Nutritional for over three years. Prior to that, I was President and Chief Operating Officer at Dean Foods and CEO of WhiteWave Foods. And prior to that, I worked for Jim at the Gillette Company running his personal care business.
Good morning. This is Sean Mara. I'm the CFO at Atkins and have been for about three years. Prior to this, I was CFO of Dean Foods and have had about twenty years CPG experience working with Joe and Jim at Gillette as well as Wrigley and starting my career at KPMG.
So with introductions out of the way, our agenda for today's call will include an introduction of the proposed merger between Conyers Park and Atkins, an overview of the Atkins business, a discussion of Atkins' future growth strategies, a review of Atkins financials, and then finally, a look at proposed transaction details. So by way of background, many of you know that Conyers Park was formed to create an attractive scale player in the CPG space. Last July, we raised $402,500,000 in our IPO as a Special Purpose Acquisition Company or SPAC. We believe we have found the piece of our puzzle to build scale. Conyers Park and Atkins will combine under a new holding company, the Simply Good Foods Company or Simply Good Foods, which will list on the NASDAQ stock exchange under the symbol SMPL upon the closing of the transaction.
Simply Good Foods will look to become a portfolio of brands that bring simple goodness, happiness and positive experiences to consumers and their families. Now back to the building block of our portfolio. Atkins is a leading marketer and seller of branded nutritional food and snacking products. The company sells nutrition bars, ready to drink shakes, snacks and other confectionery products. For calendar year 2017, we estimate pro form a net sales and pro form a EBITDA as defined in our investor presentation of approximately $400,000,000 and $75,000,000 respectively.
We believe Atkins represents an attractive asset for Conyers Park. This is a large $600,000,000 brand at retail, fitting nicely with Conyers Park's management track record of growing big brands in public company settings. We think the business is well positioned to benefit from tailwind consumer trends, including the growth in snacking, convenience and meal replacement, as well as increasing interest in health and wellness. We are confident in our ability to add value to the business via organic growth, as well as with potential bolt on and large scale mergers and acquisitions. Let me now turn it to Jim Kilts to outline his thoughts about the business.
Thank you, Dan. I think this is a wonderful opportunity where we can create a lot of value. There are three reasons why I'm very excited about this opportunity. I like the fact that Atkins owns an on trend idea. Atkins was the original inventor of the low carb, low sugar, protein rich idea.
To have a brand that owns a concept is powerful. I've seen it before with brands like Gatorade. As a result, Atkins has a loyal and growing consumer base. Atkins has a big marketing idea, which Joe Scalzo will cover later, namely the concept of hidden sugars. Consumers want to eat better.
Atkins can be the solution. It makes the consumer feel smarter and healthier. I believe the brand is right on trend with what today's consumers want. the business model is very solid.
This is
a $600,000,000 retail brand. The company sells premium products with quality ingredients and therefore it commands a premium price. Atkins has in store leadership and significant share of shelf in a category with strong trade margins and therefore strong trade partnerships. It's an asset light business with good margins creating affordability to invest in innovation and marketing. And I believe this is a compelling growth opportunity.
We believe we can significantly expand our target audience with improved innovation and marketing. We can bolt on adjacent acquisitions to achieve more scale and we can still remain a good reverse Morris Trust candidate with the large strategics for transformational acquisitions. In that, I'm excited about building this business.
Thanks, Jim. And so at the risk of being a bit repetitive, let me reiterate Conyers Park's investment thesis. Acton is a large and growing $600,000,000 retail brand. It is well positioned, standing for low carb, low sugar and protein rich nutrition for many consumers. In addition to its importance to consumers, it's also important to retailers with good margins and a leadership position in store.
The Atkins business has performed strongly with eight consecutive years of U. S. Snacking point of sale growth, including a double digit CAGR over this period. It has strong high teens EBITDA margins and its asset light business model, including essentially totally outsourced manufacturing, requiring very low CapEx and generating strong free cash flow. As I mentioned earlier, we believe the business is well positioned to take advantage of consumer megatrends including convenience and snacking, higher incidence of meal replacement, health and wellness and clean eating.
We view the business as a platform for future M and A. Based on our size, would remain an attractive reverse more stress candidate for key strategics in the industry. And Joe Scalzo will discuss Atkins' recent acquisition of Wellness Foods, the developer, marketer and seller of the Simply Protein brand, demonstrating the opportunity to build scale via bolt on acquisitions. Importantly, Atkins possesses a strong management team. Joe worked for Jim at Gillette.
We know him as a strong leader, one that is grounded in many of the key managerial practices that have led to our track record of shareholder value creation. Furthermore, the transaction is consistent with the business attributes we highlighted during our IPO last summer. These bullets taken directly from our IPO investor meetings now include green check marks indicating the areas where we believe Atkins fits our initial criteria. As I mentioned earlier, Atkins is a large brand and plays well to our track record of working on some of America's most beloved franchises. And before I turn it over to Brian to discuss the transaction, we are excited that leadership and depth will truly allow us to take one plus one and get three.
Thanks, Dave. Turning to Page 11, the transaction overview. We will cover this in some more detail in the back. The total enterprise value of the transaction is $856,000,000 This includes estimated fees and expenses and includes the conversion of our founder shares into regular common stock. This represents a valuation of 11.6 times calendar year 2017 projected pro form a EBITDA of $74,000,000 For a reconciliation to pro form a EBITDA which we refer to throughout this presentation, please see our appendix pages.
The company is on an August fiscal year end and is projecting to do $72,000,000 of pro form a EBITDA for the fiscal year ended August 2017. Another metric we focus on is EBITDA less CapEx, which we believe is a good measure of cash flow. Our valuation is 11.8 times calendar year 2017 projected EBITDA less CapEx as the company has minimal CapEx of approximately $1,000,000 per year. As I will cover later, this is a meaningful discount to the comps. The selling shareholders will be paid $628,000,000 in cash and receive approximately 10,000,000 shares or approximately $100,000,000 in stock at our original issue price of $10 per share.
We have secured a common stock private placement in the amount of 10,000,000 shares at $10 per share or $100,000,000 in total from large institutional investors including certain funds managed by Fidelity Management Research Company or its affiliates, one or more funds managed by Capital Research and Management Company and funds and accounts advised by T. Rowe Price Associates. The cash consideration of $628,000,000 plus approximately $25,000,000 of transaction fees and expenses will be funded with $100,000,000 of new equity from the private placement, dollars 402,500,000.0 of cash from the trust and $150,000,000 of new net debt. The business will be levered at approximately two times EBITDA which we believe positions us with a balance sheet that enables us to be acquisitive. The company is also entering into a tax sharing agreement with the seller.
We are assuming deductions in the transaction and have agreed to pay the seller for those deductions when used and at the applicable rate at the time. You should think of us as primarily a U. S. Taxpayer. We will benefit to the extent U.
S. Tax rates go down. However, in the next few years, some of what we would otherwise pay to the government will be paid to the sellers. The pro form a equity value of the business will be $7.00 $6,000,000 based on $10 per share and approximately 70,000,000 shares which includes approximately 40,000,000 shares in trust, 10,000,000 rollover shares, 10,000,000 founder shares and 10,000,000 shares sold in the private placement. Jim will be Chairman, Dave will be Executive Vice Chairman and Atkins' management team will stay in place.
We expect to close the transaction in June. I will now turn it over to Joe to discuss the business.
On Page 13, Atkins is a powerful consumer brand with IRI retail sales of $600,000,000 In September 2016, we licensed our $105,000,000 frozen meal business to Bellisio Foods in order to refocus our business on healthy snacking. The balance of this discussion will focus on our U. S. And international snacking business. Our U.
S. Snacking growth has been consistent since 2015 in the 5% to 7% range. As Gin mentioned, Atkins is a brand that defines its category. It has 85% aided brand awareness and in many consumers' minds, it stands for low carb, low sugar and protein rich nutrition. For consumers seeking a branded programmatic approach to weight loss, among those that have used Atkins, it is known as being highly effective at promoting weight loss.
In fact, it enjoys leadership levels of consumer satisfaction. And then lastly, Atkins' leadership levels of loyalty as evidenced by its category leading buy rate at 62 servings per year per buyer. Atkins is aligned with consumer megatrends on health and wellness. Obesity and diabetes have grown over the past fifteen years at an alarming rate with seventy eight million obese U. S.
Adults and over one hundred million pre diabetic and diabetic adults in The United States. The rate of growth of these academics can closely be tied to the overconsumption of non fibrous carbohydrates since the 1970s. The Atkins approach in nutrition has deep scientific support with over 100 independent peer reviewed clinical studies that consistently show that controlling carbohydrates can improve heart risk factors, improve cholesterol, lower triglycerides and lower weight. In fact, it directly addresses the growing healthcare concerns I previously discussed. Consumers are increasingly understand the risk associated with over consumptions of carbohydrates and sugar.
In a recent syndicated study on protein and carbohydrates, seventy three percent of adults stated they're already working at lowering their carbohydrate intake. In fact, in that same study, consumers' views of their preferred nutrition balance shows a substantially lower level of carbohydrate consumption than the USDA guidelines. Atkins is a leader in the nutritious snacking space among brands like Cliff, Kind, Special K and Muscle Milk. Because consumers choose Atkins the brand and then the product form and flavor in their decision making process, we are one of the only brands that has a scale position in multiple snacking forms, bars, drinks as well as confections. Our product offerings in The U.
S. Consist of bars, drinks and treats, and we have nearly a $450,000,000 retail business with only 60 SKUs. This provides consumers the product variety they desire with relatively low levels of product complexity, making it easier and more efficient to manage our supply chain. As Jim mentioned, Atkins is a leader in the nutritious snacking aisle typically found in the health and beauty section at retail. We enjoy leadership levels of shelf space and an important brand to our retail customers in this aisle.
Typically, nearby us would be weight wellness brands like SlimFast and Special K, sports nutrition brands like Muscle Milk and Quest and adult nutrition brands like Ensure and Boost. Atkins is a destination brand for this aisle, so our customers rely upon us to drive shopper traffic as well as sales. This is a typical shelf set. We are brand blocked and vertically organized by product form with drinks towards the bottom with bars and treats above our drinks. Our consumer and customer strengths have resulted in eight straight years of year on year retail sales growth with a compound annual growth rate of 16% since 02/2008.
And as you can see, our performance 2017 fiscal year to date, which is September through February, is plus 7%. So we are well on our way to our ninth consecutive year of growth. Turning to Page 19, it's important to understand how the Atkins brand has evolved over time, where it is today and where we will be taking it in the future. In the 1980s and 1990s, Atkins was a doctor founded diet brand. Robert Atkins was a New York cardiologist who discovered that by controlling carbohydrate consumption in his patients, he could improve their health and lower their weight.
He wrote a book and he became famous as a diet doctor. He also founded a company Atkins Nutritional to make products that were consistent with his approach to nutrition. He subsequently sold that business. In the early 2000s in the midst of the low carb craze, the Atkins diet was the hottest diet in The United States, with one in two adults claiming they were using Atkins. The strategy pursued by the company at that time was to proliferate Atkins products in every aisle, with the company launching over 1,100 SKUs in categories well beyond its core snacking business.
Not surprisingly, as the low carb craze the low carb diet craze faded, those SKUs did not sell and the company found itself in bankruptcy. It reemerged in 02/2008, purchased by North Castle Partners based on two simple strategies: one, focus on core programmatic weight loss consumers and two, focus on healthy snacking. Work Capital Group bought the business in 2010. The brand was positioned to consumers as a balanced approach to weight loss and the snacking products are upgraded to improve taste and expand flavor variety. Supported by increasing levels of marketing, those strategies began the eight years of consecutive retail sales growth that I just showed you.
16, we evolved our strategy to not only continue to target those programmatic weight loss consumers, but also we added a new target of consumers who are already buying our brand. And we began to broaden our brand positioning towards a healthier approach to eating and nutrition. I will talk about those consumers in just a Jin mentioned our emerging big idea called Hidden Sugars. You can see this idea in the print ad at the lower right. It shows a common bagel.
A bagel is not that high in sugar and as many people view it as a healthy breakfast food. In reality, your body converts that bagel into over seven teaspoons of sugar in your bloodstream. That is the hidden sugar effect. In contrast, the Atkins bar shown has less than one teaspoon of hidden sugar. For perspective, your body can metabolize less than two teaspoons of sugar at any one time.
More than that, and your body will store the excess sugar in your cells as fat. Turning to Page twenty, we have a significant opportunity to expand our consumer target beyond our traditional target of branded programmatic weight loss consumers. In fact, our opportunity is four times our current target. The summary on this page is from proprietary consumer market research we conducted in 2016. It shows the addressable population for Atkins starts with 168,000,000 adults in The U.
S. Depicted in the blue on the far left. Sixty four percent of these adults or 108,000,000 are actively currently trying to lose weight. These are the yellow boxes. Of this group, 1,000,000 are using a branded program like Atkins or Jenny Craig or Weight Watchers.
Of this segment, 8,000,000 are open to a low carb approach. This is our historic target and they are current buyers of Atkins snacking products. Today, we have a 38 share of these 8,000,000,000 people. The next segment of active weight loss is adults using a self directed approach to losing weight. There are 77,000,000 of these people and 31,000,000 of them are open to a low carb approach to eating.
Prior to 2016, we had not targeted this consumer segment. However, they are current buyers of our brand. This segment uses its own understanding of general nutrition to make what they think are smarter choices in their approach to wellness and weight loss. They are not interested in a programmatic solution. For the low carbers in this segment, the Atkins program is not a solution for them.
However, Atkins products can be an acceptable better for them option for snacking. For example, knowing the controlling carbs is necessary, they would likely choose an Atkins bar over a Cliff bar, which has a much higher level of carbs per serving. So our opportunity is to expand our target beyond the current 8,000,000 low carb branded program dieters to include the 31,000,000 self directed low carbers. It is a four axe expansion opportunity. Of note, the core program dieter tends to be more female in her 40s with 30 to 40 pounds to lose.
The self directed target is younger, more balanced male female with far less weight to lose and more physically active. So all elements of our marketing from product to branding to communication to digital need to be addressed to build our business with this new target. Lastly, you'll note that there are another 7,000,000 low carb eaters in the green box, not looking to lose weight, but they're also Atkins buyers. As we target the self directed low carbers above, we suspect that our efforts will speak to these consumers too. Moving on to Page 21, self directed low carbers can be a significant growth opportunity for Atkins.
As you can see, they represent 52% of our snacking buyers last year despite not historically marketing to them prior to 2016. You also noticed that active program dieters represent 15% of our buyers. While small in number, they are loyal, frequent purchasers of our brand. And then lastly, retention of past dieters is quite strong with 33% of our buyers having previously been active program dieters and who have now incorporated Atkins into their snacking regimen. We'll pursue four growth strategies going forward: continued growth among core program dieters targeting self directed low carb consumers innovating in products to meet consumers' desires for variety and cleaner products and expanding distribution into white space.
Turning to Slide 23, As we have since 02/2008, we'll continue to grow our business targeting the core program diner. The opportunity is both to improve penetration among the current 38% share of the target that we have as well as improving the snacking product buying among this group, of which only 50% buy our products today. Our marketing continues to use television In the past, we've worked with Kim Kardashian, currently Alyssa Milano is our spokesperson in our Happy Weight communication. The purpose of this communication is to convince consumers to go to our website and our app to learn more about Atkins, so they are encouraged to start a weight loss effort. Our free website and mobile app educates consumers on our approach to low carb nutrition.
Additionally, it provides tools like recipes, shopping lists, a carb tracker as well as access to our online community. We have had 10,000,000 new visitors to our website during fiscal year twenty sixteen. Social media continues to be an important component of our marketing mix and we have an active and growing presence on all key social channels like Facebook, Instagram and Twitter. Our most significant growth opportunity is broadening our consumer base by targeting self directed low carbers. As I mentioned earlier, this target is already buying our snacking products despite us not historically marketing to them prior to 2016.
Since these consumers use their own views of what constitutes good low carb nutrition, our opportunity is to help educate them so they make smarter food and snacking choices. With our emerging consumer idea, Hidden Sugars, we believe we have a compelling platform to target this consumer group and grow our business. We will use product focused television like this year's Hidden Sugar fifteen Seconds ads to broaden broadly reach this group. Finally, products from Atkins need to better meet these consumers' desires for clean snacking. By clean, we mean simplifying our product formulations by eliminating artificial ingredients, reducing the number of ingredients and enriching these products with better for you things like nuts, fibers and good sources of protein.
For us that means new products will be launched meeting this clean standard. Additionally, we'll be reformulating all existing products. This work is well underway and based on our consumer testing thus far, we've achieved equal or better taste preference at the same cost. We're currently launching cleaner versions of existing bars into the marketplace. And as you can see at the far right, the actual before and after labels for one of our key selling bars.
On Slide 25, this category is driven by innovation and will continue to broaden our product offerings to grow our business and attract new buyers. Harvest Trail was launched during 2016 to add a nut bar to our portfolio. This product is similar to Kind only with far less sugars and carbohydrates. You'll notice the emphasis on the branding of Harvest Trail and the smaller Atkins Red A. This was purposeful as some self directed low carbers believe the Big Red A on the product means that it's more for program dieters and may not be for them.
For these consumers, Harvest Trail is viewed as a more acceptable brand. Simply Protein is a $10,000,000 revenue brand, predominantly Canadian snack brand that we purchased in December 2016. It is a delicious clean protein bar that is low in sugar, non GMO and gluten free. Its products include bars, chips and crunch snacks. We believe this brand is well suited to the self directed low carb consumer and we'll expand this brand
S. In the near future. Finally, we just launched our superfood bars in The U. S. These bars are made with our clean approach to formulation and contain superfood ingredients like chia, coconut and almonds.
On Slide 26, there is significant opportunity for distribution gains in white space. Our current sales by channel reflect our food, drug and mass focus as our consumer target was female 40 and a more traditional channel shopper. As we expand our consumer target to a younger, more gender balanced one, opportunity for distribution expansion grows. E commerce at 2% is underdeveloped and we're moving quickly to address this opportunity with our own store, Amazon and other online retailers. We have a minimal business today in C stores and with more males than our target audience going forward, convenience stores offer a growth opportunity targeting the grab and go male audience, especially as we expand Simply Protein in The United States.
The Atkins brand has no business today with Costco based on our decision to focus on the traditional food, drug and mass business. We see this as an opportunity going forward and devoted resources to address this gap. And then finally, the expansion of Simply Protein to The U. S, we have the opportunity to expand into the natural channel like Whole Foods as well as specialty channel with retailers like Vitamin Shoppe. On Slide 27, we have a scalable M and A platform.
The epicenter of this platform is Atkins. Using our core capabilities in product formulating, marketing and customer management, the Atkins team is focused on identifying adjacent healthy snacking acquisitions similar to the recently acquired Simply Protein. Beyond that, the partnership with Conyers Park enables us to look beyond healthy snacking to general snacking, better for you foods and even in a broader food as an RMT partner. Our experienced management team has led an integrated multibillion dollar businesses and provides us with a scalable M and A platform. Let me turn it over to Sean.
Thank you, Jim.
Let's for the business on an organic basis. That means no M and A or no issue expansion of Simply Protein. we expect to grow the top line 4% to 6% per year through a combination of category growth, new products and distribution expansion. Think mid single digit top line growth. even though we are in an outsourced model, we expect to leverage the P and L where it is possible.
Specifically, our expectation for key line items are COGS is expected to improve 10 to 30 basis points a year with cost savings more than offsetting inflation. Obviously with the co man model, we need to work very closely with our manufacturing partners to deliver this and the cost savings expected here not only relate to the manufacturing process, but also include opportunities in procurement, transportation and internal processes. Additionally, we try to allocate about 25% of our R and D team's work on cost savings opportunities. Some examples of cost savings include some evaluation of ingredients to look at replacement for cost savings. An example of this is soy in our ready to drink drinks.
Secondly, leveraging our growth with the Coman as our increased volume improves their yields. And the final example is improved internal processes to reduce costs, I. E. Improved aged inventory processes. The area of opportunity is G and A.
We also expect that to improve 10 to 30 basis points a year as we continue to leverage this area. As Jim would like to say, we are looking for zero overhead growth or ZOG. We are not there yet, but we generally hold the cost to inflationary increases of about 2% to 3% and take advantage of cost savings opportunities when available, for example, indirect procurement. Distribution and selling expenses are expected to grow in line with sales and marketing costs also generally grow in line with sales, but depend a little on the activity in the marketplace, I. E.
The number of new products. We increased the investment if we were doing better than planned in leveraging COGS and or G and A. With that, we generally expect to see EBITDA growth at two to four points better than net sales growth. So think mid to high single digits. Obviously, it will not work out exactly like this every year or every quarter, but in general, this is the model that we are driving towards.
With that, when you look at the numbers now, you see that we follow the algorithm pretty well over the past several years and expect to see that continue in the next few years. A CAGR of 5% on the top line, gross profit growing slightly better at a 6% CAGR and EBITDA grows at a CAGR of 9% as we leverage G and A as well as COGS. That's plus four points versus the net sales growth. One final point here on the 2018 projections. We have not completed our 2018 budget at this point and the projections here do not assume the launch of Simply Protein in The U.
S. Turning now to Page 30 on the 2017 projections. As we are about halfway through the fiscal year, we thought it would be helpful to see how we're doing against these goals for 2017. This chart shows preliminary first half twenty seventeen results versus the first half of twenty sixteen. And the results here for 2016 are pro form a consistent with the prior page to give more of an apples to apples comparison.
What you see is that the first half is pretty much in line with what we expect for the year as sales were up 5%, gross profit growth improving 7% and EBITDA is up 15%. That compares to total year projections of plus 6%, plus 7% and plus 12% respectively. Also, while it's not on the page, I can tell you that we are tracking right on with our budget in terms of sales and ahead of plan in both gross margin and EBITDA. All in all, we feel pretty good about the 2017 estimate based on where we are year to date. Again, the story here is consistent steady annual growth with top line growing at mid single digits and bottom line two to four points better than that as we leverage where we can in the P and L.
Lastly, in addition to the steady annual growth, the other great thing about this business is that it throws off a tremendous amount of cash. This chart provides a few KPIs on cash flow over the last three years. Just a couple of things to point out. CapEx is very low and averages about $1,000,000 a year as we don't have any manufacturing investments. CapEx is principally around R and D equipment and the website.
our net working capital as a percentage of sales is about 10% to 11 over the last few years, which is very good compared to some of the competitive set out there. We would expect to stay this level at the next few years, if not decrease as we exit the frozen business. Very solid and again, very steady.
Thanks, Sean. Turning to Page 33. I previously covered the bullets on the top so I'll focus on the charts below. the table on the left pro form a valuation. At $10 per share, the equity value is $7.00 $6,000,000 with approximately 70,000,000 shares.
Again, this is the approximately 40,000,000 shares in trust, 10,000,000 rollover shares to be owned by the sellers, 10,000,000 founder shares and 10,000,000 shares from the private placement. Plus $150,000,000 of net debt is an enterprise value of $856,000,000 Again, this is 11.6 times twenty seventeen calendar year pro form a EBITDA and 11.8 times EBITDA less CapEx. Next, let's talk about the sources and uses. Again, uses of $628,000,000 paid to sellers plus approximately $25,000,000 of fees and expenses funded with the trust, the private placement and new debt. The resulting ownership will be 71% held by the public shareholders, 15% owned by the selling shareholders and 14% owned by the founders.
On Page 34, we benchmarked ourselves to mid cap food comps and we included in the green bar the large cap food index. As you can see, we compare favorably on revenue growth 6% compared to the median of 1.8%. Same with the EBITDA growth at 10% versus the median of 6.1%. Our pro form a EBITDA margin of 17.8% is slightly below the median of 18.8%. However, our EBITDA less CapEx margin, which we look at as a cash flow margin is 17.6% versus a median of 17%.
On Page 35, our valuation at $10 per share is compared to the same group. Our 2017 pro form a EBITDA multiple of 11.6 times is below the median of 13.7 times. Our EBITDA less CapEx multiple of 11.8 times, basically a multiple of cash flow which we like to focus on, is a meaningful discount to the comps of 16.4 times. Our fiscal year twenty eighteen pro form a EBITDA multiple would be 11 times. The appendix pages in the back bridge EBITDA to the proxy.
As you can see not a lot of adjustments. We will remove the frozen business and add in Simply Protein and have put in incremental public company costs. I will now turn it over to Dave for closing remarks.
Thanks, Brian and thank you all for your attention today. So let me just summarize. Atkins is a large and growing $600,000,000 retail brand. The business has performed strongly with eight consecutive years of U. S.
Snacking point of sale growth. It has strong margins and we believe the business is well positioned to take advantage of consumer megatrends. We view the business as a platform for future M and A. Based on our size, we remain an attractive Reverse Morris Trust candidate for key strategics in the industry. We are excited about the prospects for Conyers Park and Atkins moving forward.
The Simply Good Foods Company will be filing a proxy shortly. And following the initial SEC review, we hope to have a chance to visit with investors prior to transaction closing. The Simply Good Foods Company's registration statement on Form S-four, which includes a preliminary proxy statement and perspective of The Conyers Park, will be available on sec.gov under the Simply Good Foods Company name. In addition, you'll be able to access this investor call recording along with our investor presentation on Conyers Park's website which is www.centerviewcapital.comconyerspark. Thank you all for your attention today.