PARSIPPANY, N.J.--(BUSINESS WIRE)--Aug. 20, 2017--
B&G Foods, Inc. (NYSE:BGS) announced today that it has entered into a
definitive agreement to acquire Back to Nature Foods Company, LLC a
leader in the better-for-you snack foods category, from Brynwood
Partners VI L.P., Mondelēz International and certain other entities and
individuals for approximately $162.5 million in cash, subject to
customary closing and post-closing working capital adjustments.
B&G Foods expects the acquisition to close during the third quarter of
2017, subject to customary closing conditions, including the receipt of
regulatory approvals.
“We are very pleased to add Back to Nature® to
the B&G Foods family of brands. Consistent with our acquisition strategy
and our recent Green Giant®, spices &
seasonings and Victoria® acquisitions,
we are continuing to diversify our portfolio of brands and invest in
brands and products that we believe are most relevant to today’s
consumer,” stated Robert C. Cantwell, President and Chief Executive
Officer of B&G Foods.
B&G Foods expects the acquisition to be immediately accretive to its
earnings per share and free cash flow and projects that following the
completion of a six-month integration period, the acquired business will
generate on an annualized basis net sales of approximately $80 million
and adjusted EBITDA of approximately $17 million. Based upon the
foregoing adjusted EBITDA guidance, the acquisition represents a
purchase price multiple of approximately 9.6 times adjusted EBITDA (or
8.4 times adjusted EBITDA net of the present value of expected tax
benefits).
Back to Nature Foods has been a pioneer in the better-for-you snack
foods category, and its namesake brand is a leading cookie and cracker
brand in the category. The Back to Nature brand’s product
offerings include Non-GMO Project Verified, organic and gluten free
products. Back to Nature Foods also offers the SnackWell’s
brand of low-fat and no-fat snacks.
B&G Foods intends to fund the acquisition and related fees and expenses
with additional revolving loans under its existing credit facility.
About Back to Nature Foods Company, LLC
Back to Nature Foods’ mission has been to provide everyday foods that
are simply delicious, simply good. The Back to Nature
brand is committed to creating delicious and flavorful recipes using
ingredients inspired by nature by carefully selecting ingredients to
create great-tasting, affordable products that everyone can enjoy. Back
to Nature products represent a wide range of categories, including
cookies, crackers, nuts and trail mixes, granola, juices, soups and
cereals. For more information, please visit www.backtonaturefoods.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, Tone’s, Trappey’s,
TrueNorth, Underwood, Vermont Maid, Victoria,
Weber and Wright’s. B&G Foods also sells and distributes Static Guard,
a household product brand. For more information, please visit www.bgfoods.com.
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 planned acquisition of
Back to Nature Foods Company and the timing and financing thereof and
the expected impact of the planned 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 required regulatory approvals will be obtained, whether and
when the other closing conditions will be satisfied and whether and when
the transaction will close, whether and when the Company will be able to
realize the expected financial results and accretive effect of the
transaction, 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
2016 filed on March 1, 2017 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/20170820005018/en/
Source: B&G Foods, Inc.
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