PARSIPPANY, N.J.--(BUSINESS WIRE)--Dec. 2, 2016--
B&G Foods, Inc. (NYSE: BGS) announced that effective today it has
acquired Victoria Fine Foods Holding Company and Victoria Fine Foods,
LLC from Huron Capital Partners and certain other sellers for
approximately $70.0 million in cash, subject to a customary working
capital adjustment.
“We are delighted to welcome Victoria Fine Foods and the Victoria
premium pasta sauce brand to the B&G Foods family,” stated Robert C.
Cantwell, President and Chief Executive Officer of B&G Foods. “The Victoria
brand complements very well our existing portfolio of brands, including
our Don Pepino pizza sauces, Sclafani crushed tomatoes and Emeril’s
pasta sauces. And, consistent with our acquisition strategy, we expect
the acquisition to be immediately accretive to our earnings per share
and free cash flow.”
B&G Foods projects that after it fully integrates the Victoria brand,
the brand will generate on an annualized basis net sales of
approximately $41.0 million and adjusted EBITDA of approximately $9.0
million.
Victoria Fine Foods is a Brooklyn-based business founded in 1929. The Victoria
brand offers a variety of premium pasta and specialty sauces, savory
condiments and tasty gourmet spreads. Using traditional cooking methods, Victoria
sauces are slow kettle-cooked in small batches to ensure rich flavor and
a homemade taste. Committed to its values of quality, honesty,
authenticity and community, Victoria believes that Ingredients Come
FirstTM.
B&G Foods funded the acquisition and related fees and expenses with cash
on hand and additional revolving loans under its existing credit
facility.
Sawaya Segalas & Co., LLC served as the exclusive financial advisor to
Victoria Fine Foods.
Perella Weinberg Partners LP served as a financial advisor to B&G Foods.
About Huron Capital Partners
Based in Detroit, Huron Capital is an operationally-focused private
equity firm with a long history of growing lower middle-market companies
through its proprietary ExecFactor® buy-and-build investment model.
Huron Capital prefers complex situations where it can help companies
reach their full potential by combining its operational approach,
substantial capital base, and transaction experience with seasoned
operating executives. Founded in 1999, Huron Capital has raised over
$1.1 billion in capital through four committed private equity funds and
invested in over 120 companies, and its portfolio companies have
employed over 11,000 people throughout North America. The Huron Capital
buy-and-build investment model includes equity recapitalizations, family
succession transactions, market-entry strategies, corporate carve-outs,
and management buyouts of companies having revenues up to $200 million.
Huron Capital targets both majority and less-than-majority equity stakes
in fundamentally-sound companies that can benefit from the firm’s
operational approach to creating value. Huron Capital’s sector focus
includes business services, consumer products & services and specialty
manufacturing. For more information, please visit www.huroncapital.com.
About B&G Foods, Inc.
B&G Foods and its subsidiaries manufacture, sell and distribute a
diversified portfolio of high-quality, branded shelf-stable and frozen
foods across the United States, Canada and Puerto Rico. Based in
Parsippany, New Jersey, B&G Foods’ products are marketed under many
recognized brands, including Ac’cent, B&G, B&M,
Baker’s Joy, Bear Creek Country Kitchens, Brer
Rabbit, Canoleo, Cary’s, Cream of Rice,
Cream of Wheat, Devonsheer, Don Pepino, Durkee,
Emeril’s, Grandma’s Molasses, Green Giant, JJ
Flats, Joan of Arc, Las Palmas, Le
Sueur, MacDonald’s, Mama Mary’s, Maple Grove Farms, Molly McButter,
Mrs. Dash, New York Flatbreads, New York
Style, Old London, Original Tings, Ortega, Pirate’s Booty,
Polaner, Red Devil, Regina, Sa-són, Sclafani,
Smart Puffs, Spice Islands, Spring Tree, Sugar
Twin, Tones, Trappey’s, TrueNorth, Underwood,
Vermont Maid, Weber, Wright’s and now, Victoria.
B&G Foods also sells and distributes Static Guard, a
household product brand.
About Non-GAAP Financial Measures and Items Affecting Comparability
“EBITDA” (net income before net interest expense, income taxes,
depreciation and amortization and loss on extinguishment of debt) and
“adjusted EBITDA” (EBITDA as adjusted for cash and non-cash
acquisition-related expenses, gains and losses (which may include third
party fees and expenses, integration, restructuring and consolidation
expenses and amortization of acquired inventory fair value step-up) and
certain other items described from time to time in the Company’s SEC
filings and earnings releases) are “non-GAAP financial measures.” A
non-GAAP financial measure is a numerical measure of financial
performance that excludes or includes amounts so as to be different than
the most directly comparable measure calculated and presented in
accordance with GAAP in B&G Foods’ consolidated balance sheets and
related consolidated statements of operations, comprehensive income,
changes in stockholders’ equity and cash flows. Non-GAAP financial
measures should not be considered in isolation or as a substitute for
the most directly comparable GAAP measures. The Company’s non-GAAP
financial measures may be different from non-GAAP financial measures
used by other companies.
B&G Foods provides earnings guidance only on a non-GAAP basis and does
not provide a reconciliation of the Company’s forward-looking adjusted
EBITDA guidance to the most directly comparable GAAP financial measures
because of the inherent difficulty in forecasting and quantifying
certain amounts that are necessary for such reconciliations, including
adjustments that could be made for acquisition-related expenses, gains
and losses and other charges reflected in the Company’s reconciliation
of historic non-GAAP financial measures, the amounts of which, based on
past experience, could be material.
Forward-Looking Statements
Statements in this press release that are not statements of
historical or current fact constitute “forward-looking statements.” The
forward-looking statements contained in this press release include,
without limitation, statements related to the acquisition of Victoria
Fine Foods and the expected impact of the acquisition, including without
limitation, the expected impact on B&G Foods’ earnings per share, net
sales, adjusted EBITDA and free cash flow. Such forward-looking
statements involve known and unknown risks, uncertainties and other
unknown factors that could cause the actual results of B&G Foods to be
materially different from the historical results or from any future
results expressed or implied by such forward-looking statements. In
addition to statements that explicitly describe such risks and
uncertainties readers are urged to consider statements labeled with the
terms “believes,” “belief,” “expects,” “projects,” “intends,”
“anticipates” or “plans” to be uncertain and forward-looking. Factors
that may affect actual results include, without limitation: whether and
when the Company will be able to realize the expected financial results
and accretive effect of the acquisition, and how customers, competitors,
suppliers and employees will react to the acquisition. The
forward-looking statements contained herein are also subject generally
to other risks and uncertainties that are described from time to time in
B&G Foods’ filings with the Securities and Exchange Commission,
including under Item 1A, “Risk Factors” in the Company’s Annual Report
on Form 10-K for fiscal 2015 filed on March 2, 2016 and in its
subsequent reports on Forms 10-Q and 8-K. Investors are cautioned
not to place undue reliance on any such forward-looking statements,
which speak only as of the date they are made. B&G Foods
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161202005712/en/
Source: B&G Foods, Inc.
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