Sprouts Farmers Market Announces Filing Of Registration Statement For Public Offering By Selling Stockholders

PHOENIX, Nov. 7, 2013 (GLOBE NEWSWIRE) -- Sprouts Farmers Market, Inc. (the "Company") (Nasdaq:SFM) today announced it has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission in connection with the proposed sale in an underwritten offering of up to 22,500,000 shares of its common stock by affiliates of Apollo Global Management, LLC ("Apollo"), and certain other stockholders of the Company (collectively, the "Selling Stockholders"). The Company has filed the Registration Statement pursuant to a registration demand notice received from Apollo pursuant to the terms of the Company's Stockholders Agreement, dated July 29, 2013 (the "Stockholders Agreement"). In accordance with the terms of the Stockholders Agreement, the Company has provided notice of this demand registration to the other stockholders party to the Stockholders Agreement to inform them of their right to participate in this offering. The Company is not selling any shares and will not receive any proceeds of this offering.

Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, the representatives of the underwriters in the Company's initial public offering, have agreed to waive the lock-up restrictions with respect to shares of the Company's common stock to be sold in the offering, including certain shares held by certain officers or directors of the Company. The waiver will take effect concurrently with the pricing of the offering, and the shares may be sold only in connection with the offering.

The offering will be 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.

This offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus and final prospectus relating to the offering may be obtained 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.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. 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.

About Sprouts Farmers Market

Sprouts Farmers Market is a specialty retailer of fresh, natural and organic foods at great prices. We offer a complete shopping experience that includes fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, baked goods, dairy products, frozen foods, natural body care and household items catering to consumers' growing interest in health and wellness. Headquartered in Phoenix, Arizona, Sprouts Farmers Market employs more than 14,000 team members and operates more than 160 stores in eight states.

Forward-Looking Statements

Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein (including, but not limited to, statements to the effect that Sprouts Farmers Market or its management "anticipates," "plans," "estimates," "expects," "believes," or the negative of these terms and other similar expressions) that are not statements of historical fact should be considered forward-looking statements, including, without limitation, the expected size and timing of the offering. These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks and uncertainties include, without limitation, the consummation of the offering by the selling stockholders and other factors as set forth from time to time in the Company's Securities and Exchange Commission filings. The Company intends these forward-looking statements to speak only as of the time of this release and does not undertake to update or revise them as more information becomes available, except as required by law.
CONTACT: Investor Contact:         Susannah Livingston         (602) 682-1584         susannahlivingston@sprouts.com                  Media Contact:         Kim Rockley         (602) 682-3173         kimrockley@sprouts.com

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