SFM Sprouts Farmers Market IPO Pricing

Sprouts Farmers Market, Inc. Announces Pricing of Its Initial Public Offering

PHOENIX, July 31, 2013 -- Sprouts Farmers Market, Inc. (the "Company") today announced the pricing of its initial public offering of 18,500,000 shares of common stock at a public offering price of $18 per share. The shares will be listed on the Nasdaq Global Select Market and will trade under the ticker symbol "SFM" beginning on August 1, 2013. The Company is selling 17,702,215 shares of common stock and certain stockholders are selling 797,785 shares of common stock. The underwriters have an option, exercisable until August 30, 2013, to purchase up to an additional 2,775,000 shares from the Company. The offering is expected to close on August 6, 2013, subject to customary closing conditions.

The Company expects to receive net proceeds from the offering of approximately $297.5 million, after deducting underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds from the offering to repay approximately $297.5 million of outstanding indebtedness under its term loan facility and to use any remaining proceeds for general corporate purposes.

The offering is being made through an underwriting group led by Goldman, Sachs & Co., Credit Suisse, BofA Merrill Lynch, Apollo Global Securities, Barclays, Deutsche Bank Securities, UBS Investment Bank, Guggenheim Securities and Wolfe Research Securities. Goldman, Sachs & Co., Credit Suisse and BofA Merrill Lynch are acting as joint book-running managers of the offering, and Goldman, Sachs & Co. and Credit Suisse are the representatives of the underwriters.

A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. The final prospectus relating to the offering has been filed with the Securities and Exchange Commission and copies may be obtained by request from: Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY 10282, Telephone: 866-471-2526, Facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com; or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, Telephone: 800-221-1037, or by emailing newyork.prospectus@credit-suisse.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Investor Contact:
Susannah Livingston
(602) 682-1584


Media Contact:
Kim Rockley
(602) 682-3173