Michael Foods, Inc.Minnetonka, Minn., said its parent,M-Foods Holdings, Inc., signed a definitive agreement under which its owners, affiliates ofThomas H. Lee Partners, L.P.("THL") and certain current and former members of management, will sell Michael Foods to affiliates ofGS Capital Partners.

Officials valued the deal at approximately $1.7 billion and said they expect to close the transaction within two month, subject to customary closing conditions.

Michael Foods is a multi-national producer and distributor of food products to the foodservice, retail and food ingredient markets. Its principal products are specialty egg products, refrigerated potato products, cheese and other dairy-case products. THL, which acquired Michael Foods in 2003, will retain an ownership stake of approximately 20 percent as part of the transaction, officials said.

"We're pleased with the growth and performance milestones we have achieved over the past several years and appreciate the world-class strategic and operational support we have received from THL during that time," said Chief Executive Officer and President James E. Dwyer, Jr. "Looking ahead, we're enthusiastic about our new partnership with GS Capital Partners. We believe Michael Foods will continue to build value by delivering innovative, high-quality products and outstanding service to our growing roster of customers."

Added GS Capital Partners Managing Director Adrian Jones, "We are excited by the opportunity to partner with THL, Jim Dwyer and management in Michael Foods. We look forward to working with this team to build on the company's leading market position in the egg category, and to pursue new opportunities for growth."

Michael Foods' senior management team also includes Mark Westphal, chief financial officer and senior vice president; Thomas Jagiela, senior vice president – operations and supply shain; and Carolyn V. Wolski, vice president and general counsel, all of whom will remain with the Company.

Michael Foods is North America's largest producer of egg products including Papetti's precooked, frozen, liquid, hardcooked and dried products, Abbotsford Farms cage-free and organic egg products, and All Whites and Better 'n Eggs, both sold at retail. Michael Foods also owns the Simply Potatoes line of refrigerated potato products, as well as Crystal Farms branded cheese and refrigerated products.

GS Capital Partners VI, New York, N.Y., is a private equity vehicle through which Goldman Sachs conducts large, privately negotiated, corporate equity investment activities.