Merger/Acquisition Currency: Reported Currency Deal Summary Status Announced Primary Transaction Feature Acquisition of Equity Stake Bid

Made Date Closed Date Letter of Intent Date Cancelled Date Definitive Agreement Date Dec-23-2010 CIQ Transaction ID IQTR117487059

Sell-side Participants Company Name: Jo-Ann Stores, Inc. (NYSE:JAS) Primary Industry: Specialty Stores Headquarters: United States

Buy-side Participants Buyer Company: Deal Values Total Consideration to Shareholders ($ mm) 1,606.26 Total Transaction Size ($ mm) 1,606.26 Implied Equity Value ($ mm) 1,606.26 Implied Enterprise Value ($ mm) 1,493.86 Implied Enterprise Value/LTM Revenue 0.7x Implied Enterprise Value/NTM Revenue 0.7x Implied Enterprise Value/LTM EBITDA 7.1x Implied Enterprise Value/NTM EBITDA 6.7x Implied Enterprise Value/LTM EBIT 9.8x Implied Enterprise Value/NTM EBIT 9.1x Green Equity Investors V, L.P.; Leonard Green & Partners, L.P.

Merger/Acquisition Currency: Reported Currency Deal Summary Status Announced Primary Transaction Feature Acquisition of Equity Stake Bid Made Date Closed Date Letter of Intent Date Cancelled Date Definitive Agreement Date Dec-23-2010 CIQ Transaction ID IQTR117487059

Implied Equity Value/LTM Net Income 17.9x Offer Price/NTM Earnings 16.3x Implied Equity Value/Book Value 2.8x Offer Price/Forward Book Value 2.5x

Synopsis Comments Green Equity Investors V, L.P. of Leonard Green & Partners, L.P. entered into a definitive agreement to acquire Jo-Ann Stores, Inc. (NYSE: JAS) for $1.6 billion in cash on December 23, 2010. As per the financial terms of the deal, Leonard Green & Partners will pay $61.00 per share in cash for JoAnn Stores. J.P. Morgan, Bank of America Merrill Lynch and TCW/Crescent Mezzanine have provided committed financing for the transaction. The board of directors of Jo-Ann Stores, on the recommendation of a special committee unanimous approved the transaction. The transaction is subject to approval by the holders of a majority of Jo-Ann Stores shares of common stock, customary closing conditions, and regulatory approvals. The transaction is expected to close in the first half of year 2011. Centerview Partners and J.P. Morgan acted as financial advisors and Sullivan & Cromwell LLP and Thompson Hine LLP as legal advisors to the JoAnn Stores board of directors. Bank of America Merrill Lynch and Barclays Capital acted as financial advisors and Latham & Watkins LLP and Squire, Sanders & Dempsey L.L.P. acted as legal advisors to Leonard Green & Partners.

Deal Resolution -

Advisors Advisor Name Centerview Partners LLC JPMorgan Chase & Co. (NYSE:JPM) Sullivan & Cromwell LLP Client Name Jo-Ann Stores, Inc. (NYSE:JAS) Jo-Ann Stores, Inc. (NYSE:JAS) Jo-Ann Stores, Inc. (NYSE:JAS) Role Financial Advisor Financial Advisor Legal Advisor Fee($) - - Fee Percentage (%) -

Jo-Ann Stores, Inc. (NYSE:JAS) > Transaction Details > Merger/Acquisition

Thompson Hine LLP Barclays Capital Inc. BofA Merrill Lynch Latham & Watkins LLP Squire Sanders & Dempsey LLP Transaction Details Features Cash Merger Deal Conditions Approval by Regulatory Board / Committee; Approval of Offer by Target / Acquirer Board; Approval of Offer by Target Shareholders Jo-Ann Stores, Inc. (NYSE:JAS) Leonard Green & Partners, L.P. Leonard Green & Partners, L.P. Leonard Green & Partners, L.P. Leonard Green & Partners, L.P. Legal Advisor Financial Advisor Financial Advisor Legal Advisor Legal Advisor - - - - - -

Response to Conditions Approval by Board (Unanimous)

Change of Control Yes Deal Approach Unsolicited Minority/Majority Stake Majority Deal Attitude Friendly Accounting Method Purchase Acquisition Special Committee Yes Sell-side Termination Fee ($ mm) Sell-side Termination Fee (%) Buy-side Termination Fee ($ mm) Buy-side Termination Fee (%) -

Consideration Summary Consideration Type Cash Offered Date Dec-23-2010 Current/Final Date Created: Dec-23-2010 Page 3 of 10

Date Dec-23-2010

Exchange Rate 1.000 Exchange Rate Consideration to Shareholders ($ mm) 1,606.26 Consideration to Shareholders ($ mm) 1,606.26 Offer Per Share ($ ) 61.00 Offer Per Share ($ ) 61.00 Total Cash ($ mm) 1,606.26 Total Cash ($ mm) 1,606.26 Total Stock ($ mm) Total Stock ($ mm) Total Preferred ($ mm) Total Preferred ($ mm) Total Debt ($ mm) Total Debt ($ mm) Total Hybrid ($ mm) Total Hybrid ($ mm) Total Rights/Warrants/Options ($ mm) Total Rights/Warrants/Options ($ mm) -

Transaction Values Offered Exchange Rate 1.000 Consideration to Shareholders ($ mm) 1,606.26 Other Consideration ($ mm) Total Earnouts ($ mm) Total Rights/Warrants/Options ($ mm) Net Assumed Liabilities ($ mm) (112.4)

Jo-Ann Stores, Inc. (NYSE:JAS) > Transaction Details > Merger/Acquisition

Adjustment Size ($ mm) Total Net Transaction Value ($ mm) 1,493.86 Total Cash & Short Term Investments ($ mm) 112.40 Total Gross Transaction Value ($ mm) 1,606.26

% Sought 100.0% Implied Enterprise Value ($ mm) 1,493.86 Implied Equity Value ($ mm) 1,606.26

Current/Final Exchange Rate Consideration to Shareholders ($ mm) 1,606.26 Other Consideration ($ mm) Total Earnouts ($ mm) Total Rights/Warrants/Options ($ mm) Net Assumed Liabilities ($ mm) (112.4) Adjustment Size ($ mm) Total Net Transaction Value ($ mm) 1,493.86 Total Cash & Short Term Investments ($ mm) 112.40 Total Gross Transaction Value ($ mm) 1,606.26

% Sought/Acquired 100.0%

Date Created: Dec-23-2010

Page 5 of 10

Implied Enterprise Value ($ mm) 1,493.86 Implied Equity Value ($ mm) 1,606.26

Enterprise Value Multiples, Offered Implied Enterprise Value/LTM Total Revenues 0.7x Implied Enterprise Value/LTM EBITDA 7.1x Implied Enterprise Value/LTM EBIT 9.8x Enterprise Value Multiples, Current/Final Implied Enterprise Value/LTM Total Revenues 0.7x Implied Enterprise Value/LTM EBITDA 7.1x Implied Enterprise Value/LTM EBIT 9.8x

Equity Value Multiples, Offered Implied Equity Value/LTM Net Income 17.9x Implied Equity Value/Book Value 2.8x Equity Value Multiples, Current/Final Implied Equity Value/LTM Net Income 17.9x Implied Equity Value/Book Value 2.8x

Target Stock Information 1 Day Before Announcement Date Dec-22-2010 Share Price ($ ) 45.63 Market Capitalization ($ mm) 1,201.54 LTM Total Stock Return (%) 30.19% 52 Week High ($ ) 49.94 52 Week High (%) 91.37% 52 Week Low ($ ) 34.50 52 Week Low (%) 132.26%

Jo-Ann Stores, Inc. (NYSE:JAS) > Transaction Details > Merger/Acquisition

Premium Analysis Target Premiums Price per share ($ ) Premium

One Day Prior 45.63 33.7% One Week Prior 45.99 32.6% One Month Prior 45.61 33.7%

Spread Analysis Target Spread ($ ) 15.37 Target Spread (%) 33.7

Target Company Details Jo-Ann Stores, Inc. (NYSE:JAS) Company Name: Jo-Ann Stores, Inc. (NYSE:JAS) Primary Industry: Specialty Stores Website: www.joann.com Headquarters: Ohio, United States Business Description Jo-Ann Stores, Inc. operates as a specialty retailer of fabrics and crafts in the United States. It operates retail stores under the names of Jo-Ann Fabrics and Crafts, and Jo-Ann, which offer a range of merchandise used in sewing, crafting, and home decorating projects, including fabrics, notions, crafts, frames, paper crafting material, artificial floral, home accents, finished seasonal, and home decor merchandise. The company also sells its products through its Web site, Joann.com. As of January 30, 2010, it operated 746 retail stores in 48 states. The company was founded in 1943 and is based in Hudson, Ohio.

Target LTM Financial Information and Balance Sheet as of: Dec-07-2010 Period Ending: Oct-30-2010 Exchange Rate = 1.000 Total Revenue ($ mm) 2,057.10 Date Created: Dec-23-2010 Page 7 of 10

Total Debt ($ mm) 0.00 EBITDA (Incl. Equity Inc. from Affiliates) ($ mm) 210.40 Total Preferred ($ mm) EBIT (Incl. Equity Inc. from Affiliates) ($ mm) 152.90 Minority Interest ($ mm) Net Income ($ mm) 89.80 Total Cash & ST Investments ($ mm) 112.40 Earnings from Cont. Ops. ($ mm) 89.80 Net Debt ($ mm) (112.40) Diluted EPS before extra ($ ) 3.32 Total Assets ($ mm) 989.40 Total Common Equity ($ mm) 571.30

Buyer Company Details Green Equity Investors V, L.P. Buyer Name: Green Equity Investors V, L.P. Primary Industry: Asset Management and Custody Banks Website: Headquarters: California, United States Business Description Green Equity Investors V, L.P. specializes in buyouts of middle market companies. The fund seeks to invest in companies operating in the consumer, retail, distribution, media, and health care sectors. It typically invests in companies based in the United States. The fund primarily invests in companies with enterprise values between $400 million and $2 billion. Company Relationship Information Relationship Type: Pending Acquisition/Investment Lead Investor: No Current Investment ($ mm): Total Investment ($ mm): Percent Acquired (%): Percent Currently Held (%): Proprietary Relationship Details

Jo-Ann Stores, Inc. (NYSE:JAS) > Transaction Details > Merger/Acquisition

Percent of Funds Invested (%): (Proprietary Data Only) Return On Investment (%): (Proprietary Data Only) Investor Notes: (Proprietary Data Only)

Leonard Green & Partners, L.P. Buyer Name: Leonard Green & Partners, L.P. Primary Industry: Asset Management and Custody Banks Website: www.leonardgreen.com Headquarters: California, United States Business Description Leonard Green & Partners, L.P. is a private equity and venture capital firm specializing in investments in middle market, restructurings, public to private transactions, recapitalizations of privately held companies, growth capital, acquisitions, turnarounds, and acquisitions of divisions and assets from large corporations. The firm seeks to invest in established companies. It invests in a range of industries including retail, consumer discretionary and consumer staple product, distribution, media, business services, financial services, and healthcare. The firm focuses its investments in North America. It prefers to invest between $500 million and $2 billion per transaction, in enterprise value, but can complete transactions in excess of $5 billion in enterprise value, as well. It seeks to invest in companies which have an ability to grow by at least 50 percent over a five year period. Leonard Green & Partners, L.P. was founded in 1989 and is based in Los Angeles, California. Company Relationship Information Relationship Type: Pending Acquisition/Investment Lead Investor: No Current Investment ($ mm): Total Investment ($ mm): Percent Acquired (%): 100.00 Percent Currently Held (%): Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) Return On Investment (%): (Proprietary Data Only) Investor Notes: (Proprietary Data Only) Date Created: Dec-23-2010 Page 9 of 10

Related Filings Company Name Jo-Ann Stores, Inc. (NYSE:JAS) * Denotes that the information is proprietary. Proprietary data is in USD only. Form Type 8-K Filed Date Dec-23-2010

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