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FLOWERS FOODS, INC. PRICES $500 MILLION OF 5.750% SENIOR NOTES DUE 2035 AND $300 MILLION OF 6.200% SENIOR NOTES DUE 2055

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Flowers Foods (NYSE: FLO) has announced the pricing of two senior notes offerings: $500 million of 5.750% notes due 2035 and $300 million of 6.200% notes due 2055. The offering is expected to close on February 14, 2025.

The company plans to use the proceeds, along with cash on hand, to fund the acquisition of Purposeful Foods Holdings, the parent company of Simple Mills, pay related fees and expenses, and for general corporate purposes. The offering is being made under an automatic shelf registration statement, with BofA Securities, Deutsche Bank Securities, RBC Capital Markets, and Wells Fargo Securities serving as active book-running managers.

Flowers Foods, headquartered in Thomasville, GA, is a major U.S. packaged bakery foods producer with 2024 net sales of $5.1 billion. The company's top brands include Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse, and Tastykake.

Flowers Foods (NYSE: FLO) ha annunciato il prezzo di due emissioni di obbligazioni senior: 500 milioni di dollari di obbligazioni al 5,750% con scadenza nel 2035 e 300 milioni di dollari di obbligazioni al 6,200% con scadenza nel 2055. Si prevede che l'emissione si chiuda il 14 febbraio 2025.

L'azienda prevede di utilizzare i proventi, insieme a liquidità disponibile, per finanziare l'acquisizione di Purposeful Foods Holdings, la società madre di Simple Mills, pagare le spese e i costi correlati, e per scopi aziendali generali. L'emissione avviene sotto una dichiarazione di registrazione automatico, con BofA Securities, Deutsche Bank Securities, RBC Capital Markets e Wells Fargo Securities che fungono da gestori principali attivi.

Flowers Foods, con sede a Thomasville, GA, è un importante produttore americano di alimenti da forno confezionati, con vendite nette nel 2024 pari a 5,1 miliardi di dollari. I principali marchi dell'azienda includono Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse e Tastykake.

Flowers Foods (NYSE: FLO) ha anunciado la fijación de precios de dos ofertas de notas senior: 500 millones de dólares de notas al 5.750% con vencimiento en 2035 y 300 millones de dólares de notas al 6.200% con vencimiento en 2055. Se espera que la oferta se cierre el 14 de febrero de 2025.

La compañía planea utilizar los ingresos, junto con efectivo disponible, para financiar la adquisición de Purposeful Foods Holdings, la empresa matriz de Simple Mills, pagar tarifas y gastos relacionados, y para fines corporativos generales. La oferta se realiza bajo una declaración de registro automático, con BofA Securities, Deutsche Bank Securities, RBC Capital Markets y Wells Fargo Securities actuando como gestores activos de libros.

Flowers Foods, con sede en Thomasville, GA, es un importante productor estadounidense de alimentos de panadería envasados, con ventas netas de 5.1 mil millones de dólares en 2024. Las principales marcas de la empresa incluyen Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse y Tastykake.

플라워스 푸드(FLOW, NYSE: FLO)는 2035년에 만기가 도래하는 5.750%의 채권 5억 달러와 2055년에 만기가 도래하는 6.200%의 채권 3억 달러를 발행한다고 발표했습니다. 이 발행은 2025년 2월 14일에 마감될 예정입니다.

회사는 퍼포스풀 푸드 홀딩스(Purposeful Foods Holdings) 인수를 위한 자금으로, 이외에도 관련 비용과 수수료를 지불하고, 일반 기업 목적으로 사용할 예정입니다. 이번 발행은 자동 등록 성명서에 따라 진행되며, BofA Securities, Deutsche Bank Securities, RBC Capital Markets 및 Wells Fargo Securities가 공동 주관사로 나섰습니다.

플라워스 푸드는 조지아주 톰스빌에 본사를 두고 있으며, 2024년 순매출이 51억 달러에 달하는 미국의 주요 포장 제과 제빵 식품 생산업체입니다. 회사의 주요 브랜드로는 Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse 및 Tastykake가 있습니다.

Flowers Foods (NYSE: FLO) a annoncé le prix de deux émissions de bons de souscription seniors : 500 millions de dollars de bons à 5,750 % arrivant à échéance en 2035 et 300 millions de dollars de bons à 6,200 % arrivant à échéance en 2055. L'émission devrait se clôturer le 14 février 2025.

La société prévoit d'utiliser les fonds, ainsi que la trésorerie disponible, pour financer l'acquisition de Purposeful Foods Holdings, la société mère de Simple Mills, payer les frais et dépenses associés, et pour des besoins d'entreprise généraux. L'émission est effectuée sous une déclaration d'enregistrement automatique, avec BofA Securities, Deutsche Bank Securities, RBC Capital Markets et Wells Fargo Securities agissant en tant que gestionnaires principaux.

Flowers Foods, dont le siège est à Thomasville, GA, est un important producteur américain de produits de boulangerie emballés, avec un chiffre d'affaires net de 5,1 milliards de dollars en 2024. Les principales marques de la société comprennent Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse et Tastykake.

Flowers Foods (NYSE: FLO) hat die Preisfestlegung für zwei Emissionen von Senior Notes bekannt gegeben: 500 Millionen Dollar an 5,750%-Notes mit Fälligkeit 2035 und 300 Millionen Dollar an 6,200%-Notes mit Fälligkeit 2055. Der Abschluss der Emission wird für den 14. Februar 2025 erwartet.

Das Unternehmen plant, die Erlöse zusammen mit verfügbaren Barmitteln zur Finanzierung der Akquisition von Purposeful Foods Holdings, der Muttergesellschaft von Simple Mills, zur Zahlung von damit verbundenen Gebühren und Kosten sowie für allgemeine Unternehmenszwecke zu verwenden. Die Emission erfolgt im Rahmen einer automatischen Registrierungsbescheinigung, wobei BofA Securities, Deutsche Bank Securities, RBC Capital Markets und Wells Fargo Securities als aktive Bookrunning-Manager fungieren.

Flowers Foods hat seinen Sitz in Thomasville, GA, und ist ein bedeutender amerikanischer Hersteller von verpackten Backwaren mit einem Nettoumsatz von 5,1 Milliarden Dollar im Jahr 2024. Zu den wichtigsten Marken des Unternehmens gehören Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse und Tastykake.

Positive
  • Secured $800 million in total financing through senior notes offering
  • Strong 2024 net sales of $5.1 billion
  • Strategic acquisition of Simple Mills to expand product portfolio
Negative
  • Taking on significant long-term debt with interest rates of 5.75% and 6.20%
  • Increased interest expense will impact future earnings

Insights

The $800 million senior notes offering by Flowers Foods represents a strategic financing move that warrants careful analysis. The dual-tranche structure, with $500 million at 5.750% (2035) and $300 million at 6.200% (2055), indicates a thoughtful approach to debt management in the current interest rate environment.

The pricing spread of 45 basis points between the tranches reflects both duration risk and market dynamics. The 30-year and 10-year note structure suggests a deliberate strategy to lock in rates before potential market volatility while spreading refinancing risk across different time horizons. This demonstrates sophisticated treasury management, particularly given the current expectations for eventual rate cuts.

The involvement of multiple top-tier financial institutions as book-running managers (BofA Securities, Deutsche Bank, RBC Capital Markets, and Wells Fargo) suggests strong market confidence in Flowers Foods' credit quality. The broad syndicate also indicates healthy demand for the offering, which could support secondary market liquidity.

Most critically, this debt issuance is directly tied to funding the Simple Mills Acquisition, signaling a major strategic pivot. Simple Mills, known for its clean-label, alternative flour products, represents Flowers Foods' push into premium, health-conscious segments. The willingness to take on substantial long-term debt for this acquisition underscores management's confidence in Simple Mills' growth potential and synergistic value.

The timing of this offering, ahead of the acquisition's close, reduces execution risk and provides certainty of funds. However, investors should monitor the impact on Flowers Foods' leverage ratios and debt service capabilities, particularly given the company's $5.1 billion revenue base. The extended maturity profile provides operational flexibility but commits the company to significant interest payments over multiple decades.

THOMASVILLE, Ga., Feb. 11, 2025 /PRNewswire/ -- Flowers Foods, Inc. (NYSE: FLO) (the "Company" or "Flowers Foods") today announced the pricing of the public offering of (i) $500 million aggregate principal amount of 5.750% Senior Notes due 2035 (the "2035 Notes") and (ii) $300 million aggregate principal amount of 6.200% Senior Notes due 2055 (the "2055 Notes" and, together with the 2035 Notes, the "Notes"). The 2035 Notes will bear interest at a rate of 5.750% per annum and will mature on March 15, 2035. The 2055 Notes will bear interest at a rate of 6.200% per annum and will mature on March 15, 2055. The offering is expected to close on February 14, 2025, subject to customary closing conditions.

The Company intends to use the net proceeds of the offering, together with cash on hand, (i) to fund the cash consideration for its pending acquisition of Purposeful Foods Holdings, Inc., the parent company of Simple Mills, Inc. (the "Simple Mills Acquisition"), (ii) to pay fees and expenses related to the Simple Mills Acquisition and the offering, and (iii) for general corporate purposes.

For the offering, BofA Securities, Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, and Wells Fargo Securities, LLC, are serving as active book-running managers. PNC Capital Markets LLC, Rabo Securities USA, Inc., Regions Securities LLC and Truist Securities, Inc. are serving as co-managers for the offering.

The offering is being made under an automatic shelf registration statement on Form S-3 (Registration No. 333-274116) filed by Flowers Foods with the Securities and Exchange Commission ("SEC") on August 21, 2023 and only by means of a prospectus supplement and accompanying base prospectus. A preliminary prospectus supplement has been filed, and an issuer free writing prospectus and a final prospectus supplement relating to the offering of the Notes will be filed with the SEC. Prospective investors should read the issuer free writing prospectus, preliminary prospectus supplement and the accompanying base prospectus included in the registration statement and other documents Flowers Foods has filed with the SEC for more complete information about Flowers Foods and this offering. These documents are available at no charge by visiting EDGAR at http://www.sec.gov. Alternatively, the prospectus and the prospectus supplement may be obtained by contacting BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC  28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com, Toll-Free Number: 1-800-294-1322; Deutsche Bank Securities Inc. 1 Columbus Circle, New York, New York 10019, Attn: Debt Capital Market Syndicate, with a copy to 1 Columbus Circle, New York, New York 10019, Attn: General Counsel, Email: dbcapmarkets.gcnotices@list.db.com; RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281, Toll-Free Number: 1-866-375-6829, Fax: (212) 428-6308, Email: rbcnyfixedincomeprospectus@rbccm.com, ATTN: Syndicate Operations; and Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, Email: wfscustomerservice@wellsfargo.com, Toll-Free Number: 1-800-645-3751.

This communication is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The offering of these securities will be made only by means of the applicable prospectus supplement and the related base prospectus. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the registration statement, the prospectus contained therein or the applicable prospectus supplement.

About Flowers Foods

Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is one of the largest producers of packaged bakery foods in the United States with 2024 net sales of $5.1 billion. Flowers operates bakeries across the country that produce a wide range of bakery products. Among the Company's top brands are Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse, and Tastykake.

FLO-IR

Forward-Looking Statements

Statements contained in this press release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  Forward-looking statements relate to current expectations regarding the expected timing, terms and use of proceeds related to the offering of the Notes and may include, among other things, statements regarding our current expectations and beliefs as to our ability to consummate the offering of the Notes and the intended use of proceeds thereof, and other future events, and are often identified by the use of words and phrases such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "would," "is likely to," "is expected to" or "will continue," or the negative of these terms or other comparable terminology.  These forward-looking statements are based upon assumptions we believe are reasonable.  Forward-looking statements are based on current information and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected.  Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in our SEC filings and may include, but are not limited to (a) our ability to complete the offering on the expected timeline or terms, or at all; (b) unexpected changes in any of the following: (1) general economic and business conditions; (2) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (3) interest rates and other terms available to us on our borrowings; (4) supply chain conditions and any related impact on energy and raw materials costs and availability and hedging counter-party risks; (5) relationships with or increased costs related to our employees and third-party service providers; (6) laws and regulations (including environmental and health-related issues and the impacts of tariffs); and (7) accounting standards or tax rates in the markets in which we operate; (c) the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products; (d) changes in consumer behavior, trends and preferences, including health and whole grain trends, and the movement toward less expensive store branded products; (e) the level of success we achieve in developing and introducing new products and entering new markets; (f) our ability to implement new technology and customer requirements as required; (g) our ability to operate existing, and any new, manufacturing lines according to schedule; (h) our ability to implement and achieve our corporate responsibility goals in accordance with regulatory requirements and expectations of stakeholders, suppliers, and customers; (i) our ability to execute our business strategies which may involve, among other things, (1) the ability to realize the intended benefits of completed, planned or contemplated acquisitions, dispositions or joint ventures, such as the Simple Mills Acquisition, including the risk that we may fail to complete such transaction on the terms contemplated or at all, and/or realize the expected benefits of any transaction, (2) the deployment of new systems (e.g., our enterprise resource planning ("ERP") system), distribution channels and technology, and (3) an enhanced organizational structure (e.g., our sales and supply chain reorganization); (j) consolidation within the baking industry and related industries; (k) changes in pricing, customer and consumer reaction to pricing actions (including decreased volumes), and the pricing environment among competitors within the industry; (l) our ability to adjust pricing to offset, or partially offset, inflationary pressure on the cost of our products, including ingredient and packaging costs; (m) disruptions in our direct-store-delivery distribution model, including litigation or an adverse ruling by a court or regulatory or governmental body that could affect the independent contractor classifications of the independent distributor partners, and changes to our direct-store-delivery distribution model in California; (n) increasing legal complexity and legal proceedings that we are or may become subject to; (o) labor shortages and turnover or increases in employee and employee-related costs; (p) the credit, business, and legal risks associated with independent distributor partners and customers, which operate in the highly competitive retail food and foodservice industries; (q) any business disruptions due to political instability, pandemics, armed hostilities, incidents of terrorism, natural disasters, labor strikes or work stoppages, technological breakdowns, product contamination, product recalls or safety concerns related to our products, or the responses to or repercussions from any of these or similar events or conditions and our ability to insure against such events; (r) the failure of our information technology systems to perform adequately, including any interruptions, intrusions, cyber-attacks or security breaches of such systems or risks associated with the implementation of the upgrade of our ERP system; and (s) the potential impact of climate change on the Company, including physical and transition risks, availability or restriction of resources, higher regulatory and compliance costs, reputational risks, and availability of capital on attractive terms.  The foregoing list of important factors does not include all such factors, nor does it necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by the Company. Refer to our most recently filed Annual Report on Form 10-K for additional information regarding factors that could affect the Company's results of operations, financial condition and liquidity.  We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain.  The Company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the Company (such as in our filings with the SEC or in company press releases) on related subjects.

Cision View original content:https://www.prnewswire.com/news-releases/flowers-foods-inc-prices-500-million-of-5-750-senior-notes-due-2035-and-300-million-of-6-200-senior-notes-due-2055--302374106.html

SOURCE Flowers Foods, Inc.

FAQ

What is the total value of Flowers Foods' (FLO) new senior notes offering in 2025?

Flowers Foods' total senior notes offering is $800 million, consisting of $500 million of 5.750% notes due 2035 and $300 million of 6.200% notes due 2055.

What will Flowers Foods (FLO) use the proceeds from the 2025 notes offering for?

The proceeds will be used to fund the acquisition of Purposeful Foods Holdings (Simple Mills), pay related fees and expenses, and for general corporate purposes.

What are the interest rates and maturity dates for FLO's 2025 senior notes?

The 2035 notes have a 5.750% interest rate maturing March 15, 2035, and the 2055 notes have a 6.200% interest rate maturing March 15, 2055.

What were Flowers Foods' (FLO) net sales in 2024?

Flowers Foods reported net sales of $5.1 billion for 2024.

Who are the book-running managers for FLO's 2025 senior notes offering?

The active book-running managers are BofA Securities, Deutsche Bank Securities, RBC Capital Markets, and Wells Fargo Securities.

Flowers Foods Inc

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3.86B
193.85M
7.61%
71.76%
4.56%
Packaged Foods
Food and Kindred Products
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United States
THOMASVILLE