Sovos Brands Announces Pricing of Secondary Public Offering

Rhea-AI Summary

Sovos Brands, Inc. (SOVO) announced a pricing of an underwritten secondary public offering of 8,500,000 shares at $14.00 per share, set to close on August 15, 2022, pending customary conditions. The offering consists entirely of secondary shares, with proceeds going to the selling stockholders. An option for underwriters to purchase an additional 1,275,000 shares is included. J.P. Morgan and Goldman Sachs are leading the offering. This registration was declared effective by the SEC, and no solicitation to buy these securities is made prior to registration.

Positive

• The secondary offering of 8,500,000 shares at $14.00 per share could provide liquidity for selling stockholders.
• The involvement of major underwriters like J.P. Morgan and Goldman Sachs indicates strong market confidence.

Negative

• The secondary offering may lead to shareholder dilution as new shares are introduced into the market.

LOUISVILLE, Colo., Aug. 10, 2022 (GLOBE NEWSWIRE) -- Sovos Brands, Inc. (“Sovos Brands”) (Nasdaq: SOVO), one of the fastest growing food companies of scale in the United States, announced today the pricing of an underwritten secondary public offering by certain stockholders of Sovos Brands (the “Selling Stockholders”) of 8,500,000 shares of Sovos Brands’ common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $14.00 per share. The offering is expected to close on August 15, 2022, subject to the satisfaction of customary closing conditions. The offering consists entirely of secondary shares to be sold by the Selling Stockholders. The Selling Stockholders will receive all of the proceeds from the offering.

In addition, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to an additional 1,275,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions.

J.P. Morgan and Goldman Sachs & Co. LLC. are acting as joint lead book-running managers for the offering and as representatives of the underwriters. BofA Securities, Credit Suisse, Barclays, UBS Investment Bank, Cowen, Piper Sandler, Stifel and William Blair will also act as book-running managers and Telsey Advisory Group, Drexel Hamilton and Loop Capital Markets will act as co-managers for the offering.

The offering is being made only by means of a prospectus. Copies of the final prospectus relating to this offering, when available, may be obtained from the Securities and Exchange Commission (the “SEC”) at www.sec.gov or from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmchase.com; or Goldman Sachs & Co. LLC., Attn: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com.

A registration statement on Form S-1 relating to these securities was declared effective by the United States Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Sovos Brands, Inc.

Sovos Brands, Inc. is a consumer-packaged food company focused on acquiring and building disruptive growth brands that bring today’s consumers great tasting food that fits the way they live. The Company’s product offerings include a variety of pasta sauces, dry pasta, soups, frozen entrées, yogurts, pancake and waffle mixes, other baking mixes, and frozen waffles, all of which are sold in the United States under the brand names Rao’s, Michael Angelo’s, noosa, and Birch Benders. All Sovos Brands’ products are built with authenticity at their core, providing consumers with one-of-a-kind food experiences that are genuine, delicious, and unforgettable. The Company is headquartered in Louisville, Colorado.

SOVOS™, RAO'S^®, RAO'S HOMEMADE^®, NOOSA^®, BIRCH BENDERS^® and MICHAEL ANGELO'S^® are trademarks of Sovos Brands and its subsidiaries.

Forward-Looking Statements

This press release contains forward-looking statements, including, without limitation, statements concerning the conditions of our industry and our operations, performance and financial condition, including in particular, statements relating to our business, growth strategies, product development efforts and future expenses. All statements regarding Sovos Brands other than statements of historical fact or relating to present facts or current conditions included in this press release are forward-looking statements. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance.

Forward-looking statements in this press release are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: inflation, including our vulnerability to decreases in the supply of and increases in the price of raw materials, packaging and fuel, and labor, manufacturing, distribution and other costs, and our inability to offset increasing costs through cost savings initiatives or pricing; adverse consequences of the actions of the major retailers, wholesalers, distributors and mass merchants on which we rely, including if they give higher priority to other brands or products, take steps to maintain or improve their margins by, among other things, raising the on-shelf prices of our products or imposing surcharges on us, or if they perform poorly or declare bankruptcy; supply disruptions, including increased costs and potential adverse impacts on distribution and consumption; geopolitical tensions, including relating to Ukraine; our dependence on third-party distributors and third-party co-packers, including one co-packer for the substantial majority of our Rao’s Homemade sauce products; competition in the packaged food industry and our product categories; our inability to accurately forecast pricing elasticities and the resulting impact on volume growth and/or distribution gains; the COVID-19 pandemic and associated effects; our inability to maintain our workforce; our inability to identify, consummate or integrate new acquisitions or realize the projected benefits of acquisitions; our inability to effectively manage our growth; our inability to successfully introduce new products or failure of recently launched products to meet expectations or remain on-shelf; our inability to expand household penetration and successfully market our products; erosion of the reputation of one or more of our brands; our vulnerability to the impact of severe weather conditions, natural disasters and other natural events on our manufacturing facilities, co-packers or raw material suppliers; failure by us or third-party co-packers or suppliers of raw materials to comply with food safety, environmental or other laws or regulations, or new laws or regulations; failure to protect, or litigation involving, our tradenames or trademarks and other rights; fluctuations in currency exchange rates could adversely affect our results of operations and cash flows; strategies or financial products; a change in assumptions used to value our goodwill or our intangible assets, or the impairment of our goodwill or intangible assets; our level of indebtedness and our duty to comply with covenants under our credit facilities; and the interests of our majority stockholder may differ from those of public stockholders. Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. These factors include but are not limited to those described under “Risk Factors” in Sovos Brands’ registration statement relating to the offering and the risk factors set forth and incorporated by reference therein. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.

Any forward-looking statement made by us in this press release speaks only as of the date on which it is made. Sovos Brands undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. The underwriters and their affiliates (collectively, the “Underwriters”) have not conducted any investigation with respect to the information in this press release, and the Underwriters and Sovos Brands expressly disclaim any and all liability for representations, expressed or implied, contained in, or for omissions from, this press release or any other written or oral communication transmitted to any interested party in the course of its evaluation of Sovos Brands. Only those particular representations and warranties that may be made by Sovos Brands in a definitive written agreement, when and if one is executed, and subject to such limitations and restrictions as may be specified in such agreement, shall have any legal effect. Certain information contained in this press release has been obtained from sources outside of Sovos Brands. While such information is believed to be reliable for the purposes used herein, neither Sovos Brands nor any of its affiliates, directors, officers, members, employees, agents or advisors assume any responsibility for the accuracy of such information.

Contacts:

Investors:
Joshua Levine
IR@sovosbrands.com

Media:
Lauren Armstrong
media@sovosbrands.com

FAQ

What is the reason for Sovos Brands' secondary public offering?

The secondary public offering allows certain stockholders to sell their shares, providing them with liquidity.

When will the Sovos Brands' offering close?

The offering is expected to close on August 15, 2022, subject to customary closing conditions.

What is the total number of shares being offered by Sovos Brands?

A total of 8,500,000 shares are being offered in the secondary public offering.

Who are the underwriters for the Sovos Brands offering?

J.P. Morgan and Goldman Sachs are acting as joint lead book-running managers for the offering.

How many additional shares can underwriters purchase in the Sovos Brands offering?

Underwriters have a 30-day option to purchase up to an additional 1,275,000 shares.