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Smart & Final Outlook Stable: Moody's

NEW YORK -- Moody's Investors Service here assigned first-time ratings yesterday to Sharp Holdings Corp., the proposed ultimate parent company of Smart & Final, Los Angeles, and said the outlook is stable, reflecting Moody's expectation that Smart & Final will continue to improve margins and comparable-store sales growth.

April 11, 2007

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NEW YORK -- Moody's Investors Service here assigned first-time ratings yesterday to Sharp Holdings Corp., the proposed ultimate parent company of Smart & Final, Los Angeles, and said the outlook is stable, reflecting Moody‘s expectation that Smart & Final will continue to improve margins and comparable-store sales growth. The ratings were assigned in connection with the planned $890 million acquisition of Smart & Final by Apollo Management, which is expected to close in late May. The acquisition will be funded by $200 million in proceeds from a first-lien term loan, $175 million in proceeds from the second-lien term loan, $240 million in proceeds from the issuance of commercial mortgage-backed securities and a $272 million equity contribution from Apollo, with the balance of $160 million in funds under the first-lien term loan available to finance future acquisitions. -- Elliot Zwiebach

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