Davis Polk advised Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC as joint book-running managers and representatives of the underwriters in connection with the $382.95 million initial public offering of 21,275,000 shares of common stock of Sprouts Farmers Market, Inc., of which 20,477,215 shares were issued and sold by the Company and 797,785 shares were sold by selling shareholders. The shares include 2,775,000 shares issued and sold by the Company from the full exercise of the underwriters’ over-allotment option. The common stock is listed on the Nasdaq Global Select Market under the symbol “SFM.”

Sprouts Farmers Market is a high-growth, differentiated, specialty retailer of natural and organic food focusing on health and wellness at great value. Sprouts offers 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 eating and living healthier. With more than 160 stores in eight states, and more than 13,000 employees, Sprouts Farmers Market is one of the largest specialty retailers of natural and organic food in the United States.

The Davis Polk corporate team included partner Richard D. Truesdell Jr., associates Marcel Fausten and Ravi P. Ramchandani and former summer associate Julian Veshi. The tax team included partner Samuel Dimon and associate Ankur Dalal. The intellectual property team included associates Bruce Rose-Innes and Julian Russo. The environmental team included counsel Loyti Cheng and associate Amy E. Turner. Partner Kyoko Takahashi Lin and associate Victoria Y. Ha provided executive compensation advice. Counsel Marcie A. Goldstein provided FINRA advice. Sorina Delia Lazar was the legal assistant on the transaction.

Sprouts Farmers Market was advised by Morgan, Lewis & Bockius LLP. The selling shareholders were advised by Weiss Brown, PLLC.