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.
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SOURCE Flowers Foods, Inc.
