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.
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Investor Relations:ICR, Inc.Dara Dierks, 866-211-8151orMedia
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