This document provides an overview and analysis of Overhill Farms for potential acquisition. It summarizes the company's financial performance, industry positioning, management team, and presents a potential transaction structure. Overhill Farms is a manufacturer of prepared frozen foods with steady cash flows, minimal debt, and opportunities for growth. An acquisition could utilize operating leverage to enhance equity returns while retaining management participation through equity rollover.

1. DUE DILIGENCE AND LBO OF OVERHILL FARMS
December 12, 2010
DEB SAHOO MBA, ROSS SCHOOL OF BUSINESS UNIVERSITY OF MICHIGAN, ANN ARBOR
PRESENTATION PREAPRED FOR GLENCOE CAPITAL

2. 2
AGENDA
I. Investment Summary
II. Industry and Company Overview
III. Financial Performance and Valuation
IV. Transaction Overview
V. Exit Strategies

3. I. INVESTMENT SUMMARY

4. 4
COMPANY OVERVIEW
Company overview
• value-added manufacturer of high quality, prepared frozen food
products for branded retail, private label, foodservice and airline
customers
• Products are sold in retail club stores such as Sam's Club, and in
leading grocery chains nationwide
• Headquarters, entrée manufacturing and warehousing, product
development, sales and quality control facilities are located at a
single location in Vernon, California.
Products and services
Summary financials Customer Types
• Grocery Chains
• Restaurants
• Airlines
• Diet Brands
• Discount Retailers
Source: Company 10-k and Factset
Source: Company Website
Source: Company 10-k
Branded Frozen Meals White label frozen
food
Other Food
Products
• Soups
• Sauces
• Frozen Vegetables
• Ready to eat frozen
meals
• Custom meals

5. 5
INVESTMENT HIGHLIGHTS
OFI is an attractive take-out target with steady cash flows, minimal debt and is not benefiting
from being a public company
Role of
investment
Investment
structure
Overhill Farms,
Inc
(Amex: OFI)
• $194.5M in revenue in 2010, $209.8M estimated revenue in 2009
• $17.6M in EBITDA in 2010, $21M EBITDA in 2009
• Steady and healthy gross profit margin
• Acquire company not currently benefiting from public ownership
• Use of operating leverage will enhance returns to equity holders
Base Case: 21% IRR
• Allow management to monetize a portion of its equity investment
• Management retains 12% pro forma ownership to participate in upside
• Target an exit within five years by either sale of company, public offering
or other capital realization
Financing
requirements
• Conservative leverage to ensure financing and deal consummation
Proposing a senior bank loan of 2.2x 2010 EBITDA, credit revolver
of 1.7x 2010 EBITDA, and Senior Sub Debt of 0.8x 2010 EBITDA
• Sponsor equity financing, management equity rollover, and balance sheet
cash to cover remainder of purchase price

6. 6
INVESTMENT RATIONALE
OFI provides cycle-resistant free cash flows with no current operating leverage and its
management team is likely looking to monetize part of its equity position
Stable cash flows
Healthy cash flows from operations over the last three years
Predictable cash flows enable self funding of capital expenditures and
increases in working capital
Company has maintained margins and grown free cash flows through
downturn in economic cycle and material volatility of material key inputs (see
slide 29)
Strong management
Management team is highly qualified, experienced, and has helped the
Company grow.
Proposed structure would retain significant equity position, allowing them to
realize improved operational performance of company without punitive equity
market reaction
Strong debt position
$13.2M of LT debt as of 9/26/2010
Strong cash flows enabled pay-down of proposed $20.28M of bank debt over 3
years
Recent capital expenditures put company in a position for growth without
requiring near future large capital investment
Diversifying
customer base and
products
Company invested in and operating efficient production facilities
Offering expanding range of products to customer base
Recently signed large white label product deal with large national retailer
Continuing to grow organically and exploring growth via acquisitions

7. 7
TARGETED RETURN OVERVIEW
Conservative base case provides 21% IRR
•Further upside from increased capacity utilization
Base case
(50% Capacity)
Projected IRR of 21%
80% Capacity
Utilization
Projected IRR of 29%

8. 8
INVESTMENT RISKS
Risks Mitigating Factors
Market risk
• Commodity price volatility (food
and packaging)
• Consolidation among customers
• Airline bankruptcy and cost
cutting
• Commodity price volatility will affect
competitors as well
• Explore hedging in options market
• Provide range of products including items for
price-sensitive customers
• Diversified customers
Operating risk
• Operations are subject to stringent
standards, including regulations mandated
by the federal Food, Drug and Cosmetic
Act, the FDA, OHSA, the EPA and the USDA
• Product liability
Financing risk
•Ability to finance debt, particularly
$7.7 million in long-term adjustable
interest rate debt
Exit risk
• Potential acquisition reluctance as
competitors can easily expand
product portfolio organically
without acquisitions
• Industry trending toward
consolidation
•Total debt less than 1x EBITDA
•Currently operating in a highly
regulated environment

9. II. INDUSTRY AND COMPANY OVERVIEW

10. 10
CUSTOMERS AND SEGEMENTS
Breakdown of Key Customers by Contribution to Revenue over the last 3 Financial
Years

11. 11
DYNAMIC END MARKETS
Overhill Farms end products is used by a diverse customer base across a number of
Industries
Retail 4.0% CAGR
Economic recovery in the US will increase consumer spending
power
Restaurants 3.0% CAGR
Anticipated economic recovery next year will fuel further growth
Growth will be buoyed by increased demand in eating out
Airlines 2.0% CAGR
US Economic recover will increase demand for airline activity
Anticipated consolidation of airlines will keep growth minimal
2010- 2015
Factors for Growth
– Food Processing Industry forecasted to grow at 4% CAGR

12. 12
INDUSTRY OVERVIEW
Industry
overview
Barriers to entry
Concentration
Market size
• High investment requirements in warehouses and distribution system
• Effective quality control is a must
• Existing multi-year supply contracts with retailers
• Nature of the product and transportation costs make the industry domestic in
nature
• Industry concentration is low, hence reasonable pricing power
• Top four firms account for 24% of market share
• Industry consolidation is expected
• Geographically concentrated in west and Southeast regions
• Industry revenue in 2009 expected to be $87.8 billion
• Frozen poultry, ready to eat dinners, vegetables and meats make 58.4% of
revenue
• Mature industry dealing with essential items stable moderate growth rate
(projected 1.5% YOY)
• Well positioned to benefit from improvement in the economy
• Frozen foods wholesale industry products include baked foods, seafood, poultry, meats ,
soups, fruits and vegetables.
• Demand is projected grow in line with the overall economic growth
• Threat of globalization in the industry is low
• Competition driven by relative costs/prices
• Highly regulated industry due to nature of the products

13. 13
CUSTOMERS AND SEGMENTS
Retail Chains
Chain Restaurants
OFI serves a variety of private label retail and institutional customers
Educational Facilities Airlines
Institutional Accounts
Health Care
Providers

14. 14
LONG TERM CONTRACTS WITH MAJOR RETAILERS
OFI has multi-year supply contracts with major national retailers
Supply contracts and agreements are major drivers in this industry
Recent exclusive supply contracts:
– Contract to produce a line of 16 private label meals with a national retailer (name undisclosed
for competitive reasons) likely to produce revenues of 7 million USD, possibility of further
expansion later.
– Exclusive license contract with Boston Market Corp. to manufacture, distribute and market
Boston Market brand of retail frozen foods.
Existing supply contracts :
Long term contracts assure stable revenues with strong potential of revenue growth

15. 15
MANAGEMENT PROFILE
James Rudis
• Chairman of the Board, President, Chief Executive Officer and Director
• 61 years old
• Was elected to board of directors in April 1995 and has served as President and Chief Executive Officer since June
1997
• Prior to his employment with OFI, Mr. Rudis was president of Quorum Corporation, a private consulting firm
involved in acquisitions and market development
Tracy E. Quin
• Interim Chief Financial Officer
• 56 years old
• Former controller at the H. J. Heinz Company
• Became Interim CFO in September 2007
• Previous experience includes various senior-level finance and operating positions for the H. J. Heinz Company
Robert A. Olivarez
• Vice President-Finance and Secretary
• 31 years old
• Served as Secretary since May 2010 and served as Vice President-Finance since February 2010
• Prior to becoming Vice President-Finance, he was Manager-Finance from June 2007.
• Experience includes assurance practice at PricewaterhouseCoopers, LLP in the Los Angeles, California office since
2001

16. 16
STOCK OWNERSHIP
Holder Name Position Mkt Val % O/S Holdings Style Cap Group Style Type
Hotchkis & Wiley Capital Management LLC 2,624,352 14,722,615 16.59 Yield Large Cap Mutual Fund Manager
Lord Abbett & Co. LLC 2,507,575 14,067,496 15.85 Value Large Cap Mutual Fund Manager
ESTES HAROLD L 1,111,565 6,235,880 7.03 Individual
Royce & Associates LLC 714,888 4,010,522 4.52 Value Multi Cap Investment Adviser
Northern Trust Co. of Connecticut 348,952 1,957,621 2.21 Growth Large Cap Bank Management Division
Metropolitan West Capital Management LLC 348,952 1,831,998 2.21 GARP Large Cap
Dimensional Fund Advisors, Inc. 269,611 1,512,518 1.70 Value Multi Cap Investment Adviser
LSV Asset Management 263,094 1,475,957 1.66 Yield Large Cap Investment Adviser
TT International 268,337 1,408,769 1.70 GARP Large Cap
OppenheimerFunds, Inc. 234,522 1,315,668 1.48 Growth Large Cap Investment Adviser
Company Name: OVERHILL FARMS INC COM (OFI)
Industry: Food: Specialty/Candy
Sector: Consumer Non-Durables
Market Cap: Micro
Total Shares out: 15,823,000

17. 17
MANAGEMENT COMPENSATION

18. 18
MANAGEMENT AND COMPANY ASSESSMENT
Management
Strengths
• Executive management has significant experience with a
solid understanding of the frozen food market
• Board of Directors is strong and deep – includes a former
executive of H. J. Heinz Company, former consultant from
PwC , former executive of General Motors, several expert
lawyers
• Focused on exploring strategic opportunities and operational
efficiency
• CEO has a strategic vision for growth, business strategy and
strategic planning skills and marketing acumen
Weaknesses
• Most of top management are operational focused. This could
be a problem while taking new strategic initiatives
• More executives except key decision makers at the top have
expertise in financial services, but not in food sector which
may be disadvantageouswhile evaluating strategic moves
Overhill Farms, Inc.
Strengths
• Focused on large customers such as American Airline,
Safeway, Panda Restaurant, Pinnacle Foods across multiple
industries
• Competitive as a result of the company’s ability to produce
mid-sized to large custom product runs within a short time
frame on a cost-effective basis
• Has entered into intellectual property right agreement with
Eating Right and Boston Market to produce and sell frozen
entrées
• Irrespective of a small backlog of orders, it has not affected
the total revenues of the company
Weaknesses
• Revenue concentration. A significant portion of total
revenues during the last three fiscal years was derived from
top three customers
• Competition comes from numerous regional and national
firms that are divisions of larger, highly integrated companies
• Management has unique insights into challenges, opportunities and operation of the industry
• Have expertise in dealing with large financial transactions, keeping return in sight
OFI has a strong management team, good financials and a strategic industry position

19. III. FINANCIAL PERFORMANCE AND VALUATION

20. 20
SUPERIOR FINANCIAL PERFORMANCE
Strong margins, substantial cash flow and low debt levels
Significant free cash flow with
minimal capital expenditures
required
Demonstrated ability to maintain
margins during rising food price
environment

21. 21
CURRENT FINANCIAL PROFILE
Solid balance sheet with minimal debt
Current ratio of 3.1
Market capitalization of $87M
Total Assets of $65.8M

22. 22
STOCK PERFORMANCE
OFI stock has generally been steady, with few dramatic reactions from investors
– Closing price of $5.61 at December 10, 2010
– Stock price has fluctuated between $3 and $6.40 since 2008
– Prices outside this range over the last five years appear to be due to systematic conditions
Sept, 2010, OFI signs
$30M credit facility with
BofA
Nov 2010, OFI
launches private label
frozen food line, as
well as an alliance
with Boston Market
May 2006, OFI
successfully completes
$47.5M restructuring
Dec 2010 OFI
announces
revenues of $194M
and Net Income of
$7.6M

23. 23
PUBLIC COMPARABLES
Allvaluesin millionsof U.S. Dollar, except pershare items.
Total Debt /
Fiscal Enterprise Price / EPS FY1 Enterprise Value / Enterprise
Company Name Period Value LTM FY1 NTM Date Sales EBIT EBITDA EBITDA Value
Overhill Farms, Inc. (OFI-USA) 09/2010 ¹ 96.0 11.94 - - 09/2010 0.49x 6.9x 5.4x 0.74x 0.14x
Peer Universe (5 comps)
Compass Group Plc (CPG-GB) 09/2010 ¹ 18,326.2 16.04 14.78 14.48 09/2011 1.58x 11.8x 9.5x 1.10x 0.12x
Armanino Foods of Distinction, Inc. (AMNF) 03/2005 ¹ 23.6 8.22 - - 12/2010 1.79x 69.4x 29.6x 0.00x 0.00x
Autogrill SpA (AGL-IT) 09/2010 ¹ 6,248.9 57.64 21.86 18.11 12/2010 0.78x 36.8x 9.8x 4.06x 0.42x
Campbell Soup Co. (CPB) 10/2010 ¹ 14,292.6 14.49 13.74 13.48 07/2011 1.87x 10.5x 8.8x 1.90x 0.22x
Cuisine Solutions, Inc. (CUSI) 03/2009 ¹ 21.7 (120.25) - - 06/2011 0.27x 88.3x 9.0x 2.40x 0.27x
¹Data isLTM.
²Market value calculated using allclassesof sharesforthe company. 1.87x 88.27x 29.59x 4.06x 0.42x
Source: FactSet Fundamentals, FactSet Estimates, FactSet DailyPrices, Hoover's 1.79x 69.42x 9.76x 2.40x 0.27x
1.26x 43.36x 13.33x 1.89x 0.20x
LTMasof 10-Dec-2010 1.58x 36.82x 9.45x 1.90x 0.22x
0.78x 11.81x 9.00x 1.10x 0.12x25th%
Valuation Comparison
MAX
75th%
Mean
Median

24. 24
PRECEDENT M&A COMPARABLES
Announcement
Date
AcquirerCompanyName TargetCompanyName TargetCompanyDescription EV
Enterprise Value
/EBITDA
Enterprise
Value /EBIT
Enterprise Value /
Revenue
12/02/10 PepsiCo, Inc. Wimm-Bill-Dann Foods OJSC Dairy Producer $5,779.00 7.03x 8.83x 0.85x
11/24/10 Danone SA Yocream International, Inc. Mfrs yoghurt, ice cream $99.75 18.77x 29.53x 2.44x
06/11/10 Talleys Group Ltd. Affco Holdings Ltd. Meat producerand processor $562.57 22.68x 22.68x 1.04x
12/03/09 Goldstream Capital Ltd. AuricPacificGroup Ltd. Food & Bev marketing, distributing -$20.85 1.76x 2.17x 0.21x
06/05/07 Remgro Ltd. Rainbow Chicken Ltd. Producerand disributor of chicken $551.11 24.26x 24.26x 0.76x
11/29/06 Nestle Purina PetCare Co. Green's Foods Ltd. Producerand disributor of speciality
foods and candy
$105.38 12.21x 75.38x 0.76x
09/18/06 Smithfield Foods, Inc. Premium Standard Farms, Inc. Producerand distributorof pork $824.98 1.19x 0.8x -0.07x
09/06/06 Hormel Foods Corp. Provena Foods, Inc. Producerand distributorof prepared
meats
$15.15 3.18x 5.92x 0.46x
MAX 24.26x 75.38x 2.44x
75th % 19.75x 25.58x 0.90x
Mean 11.39x 21.20x 0.81x
Median 9.62x 15.755x 0.76x
25th % 2.83x 4.98x 0.40x
Min 1.19x 0.8x -0.07x
PrecendentTransaction Analysis

25. 25
FINANCIAL PROJECTIONS
Sales growth approximates average growth of metal plating and end market industries
Base case assumptions are conservative, leaving substantial upside potential to estimated returns
Margin Assumptions
Gross Margin – 86% based on ‘09 and ‘10 performance
SG&A – 4% of sales based on ‘07 – ’10 average (assume no margin expansion due to improved capacity
utilization)
Capital Expenditures – moderate spike in 2011 due to protein cooking plant expansion

26. 26
LEVERAGE BUYOUT ANALYSIS

27. 27
VALUATION SUMMARY
Overhill Farms is substantially undervalued as a public company

28. IV. TRANSACTION OVERVIEW

29. 29
TRANSACTION SUMMARY
$6.60 / share offer price represents 20% premium over 12/10/2010 closing price
Total purchase price of $104M
Financing Assumptions
Senior Debt at 2.2x EBITDA (’10)
Utilize existing revolver of $30M
Senior Subordinated debt of 0.8X EBITDA (‘10)
Management rolls-over 5% of equity
Required equity contribution of $30.2M

30. 30
VALUE CREATION ALTERNATIVES
Synergistic MSBO
agreement with
SFG Inc. (a Glencoe
portfolio company)
• OFI can act as a Manufacturer’s Sales and Branch Office (MSBO) for
Specialty Food Group (SFG) especially in western US
• SFG Inc. is a leading marketer and producer of premium meat
products based in Virginia.
• Expand operations to new regions and strengthen market share in
existing areas of operations because of expanded product line.
• Possible 5% increase in profits even by conservative estimates.
• MSBOs realize greater economies of scale also help in mitigating the
wholesale bypass risk
• Leverage SFG’s existing relationships for access to niche markets in
eastern US
• Purchase costs are nearly 85% revenues (industry average ~82%)
Pro: Improve efficiencies and mitigate operating risks. Realize higher
economies of scale.
Con: Without careful planning of the distribution systems the requisite scale
economies may not be realized.
Base Case
• Continue to enter into long term supply contracts and manage quality
control.
• Recent agreements with national level retailers and chains aid in getting
more contracts in future
Pro: Growth in EBITDA due to increased revenues, broader customer base
Con: Expansion of product line may be required which would require
investment in facilities.

31. V. EXIT STRATEGIES

32. 32
EXIT STRATEGIES
Sale to Strategic
Buyer
• Would allow for greatest valuation of company at exit
• Strategic buyers can utilize Overhill to reach new customer accounts or
acquire leading-edge facilities
Sale to Financial
Buyer
• Re-lever of Overhill would provide returns to present sponsor and allow
continued growth of NGA
• Adequate number of PE firms with matching investment criteria
Public offering
• Increased size of Overhill and expanded geographical presence may
increase visibility in investor community
• Company may be more successful continuing as private company
Dividend
recapitalization
• Re-lever Overhill with additional debt to provide return to equity holders
• Financing for transaction may be difficult to secure

33. 33
POTENTIAL STRATEGIC BUYERS
Company Market Cap
$17.2B
Private
$3.37B
$6.7B
Description
Leader in selling, marketing
and distributing food products
to restaurants, healthcare and
educational facilities, and
lodging establishments
#1 french fry maker in the
world. Also produces a variety
of other frozen foods. Owns
Ore-Ida food service business
(not retail)
Produces, distributes and
markets chicken, beef, pork,
and prepared foods
Rationale
Largest player in food service
space; may look to defend
Sysco branded products from
erosion by private labels
To expand product portfolio.
Able to take advantage of
existing robust supply chain /
channel overlap
Expand institutional customer
base and diversity of prepared
food product portfolio
Produces and markets a range
of fresh meat and packaged
meat products both
domestically and internationally
May be overly dependent on
retail sales of packaged meats.
Has room to expand
institutional sales business

34. 34
POTENTIAL FINANCIAL BUYERS
Company Fund Size
$500M
$300M
$1,500M
$650M
Target Criteria
Revenue: $50 - $500M
Revenue: $10 - $200M
Revenue: $20 - $1000M
EBITDA: $10 - $100M
Equity: $15 - $350
Equity: $15 - $75M
Revenue: $25 - $500M
Relevant Portfolio Companies
Numerous food industry investment
including recent acquisition of pork
processor
Fund focused on health sector and
consumer food goods
Recently sold stake in Atkins for 5x return
Focus on food industry
Multiple investments in
food franchises, food
producers, and restaurant
chains
Buys manufacturers and marketers of
branded food products
Also buys suppliers of ingredients and
raw materials to food manufacturers