THOMASVILLE, Ga., Sept. 23, 2016 /PRNewswire/ -- Flowers Foods,
Inc. (NYSE: FLO), producer of Nature's Own, Wonder,
Tastykake, and other bakery foods, today announced the
pricing of the public offering of $400
million aggregate principal amount of 3.500% senior notes
due 2026 (the "Notes"). The Notes will bear interest at a rate of
3.500% per annum and will mature on October
1, 2026. The offering is expected to close on September 28, 2016, subject to customary closing
conditions.
The company intends to use the net proceeds from this offering
to repay debt outstanding under the company's existing term loan
facilities and the balance, if any, of the net proceeds for general
corporate purposes.
For the offering, Deutsche Bank Securities Inc. and Wells Fargo
Securities, LLC are serving as active book-running managers, and
RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc. are
passive book-running managers.
The offering is being made under an automatic shelf registration
statement on Form S-3 (Registration No. 333-194398) filed by
Flowers with the Securities and Exchange Commission ("SEC") on
March 7, 2014 and only by means of a
prospectus supplement and accompanying 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, to which this
communication relates. Prospective investors should read the issuer
free writing prospectus, preliminary prospectus supplement and the
accompanying prospectus included in the registration statement and
other documents Flowers has filed with the SEC for more complete
information about Flowers and this offering. These documents are
available at no charge by visiting EDGAR on the SEC website at
http://www.sec.gov. Alternatively, the prospectus and the
prospectus supplement may be obtained by contacting Deutsche Bank
Securities Inc., 60 Wall Street, New
York, New York 10005, Attention: Prospectus Group, (tel):
800-503-4611, email: prospectus.cpdg@db.com and/or Wells Fargo
Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer
Service, (tel): 800-645-3751, email:
wfscustomerservice@wellsfargo.com.
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 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 fresh packaged bakery foods
in the United States, with 2015
sales of $3.8 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, Wonder, and Tastykake. Learn more at
www.flowersfoods.com.
Forward-Looking Statements
Statements contained in
this press release that are not historical facts are
forward-looking statements. Forward-looking statements 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. All forward-looking statements are
subject to risks and uncertainties that could cause actual results
to differ from those projected. Other factors that may cause
actual results to differ from the forward-looking statements
contained in this release and that may affect the company's
prospects in general include, but are not limited to (a)
competitive conditions in the baked foods industry, including
promotional and price competition, (b) changes in consumer demand
for our products, including changes in consumer behavior, trends
and preferences, including health and whole grain trends, and the
movement toward more inexpensive store-branded products, (c) the
success of productivity improvements and new product introductions,
(d) a significant reduction in business with any of our major
customers including a reduction from adverse developments in any of
our customer's business, (e) fluctuations in commodity pricing, (f)
energy and raw material costs and availability and hedging and
counterparty risk, (g) our ability to fully integrate recent
acquisitions into our business, (h) our ability to achieve cash
flow from capital expenditures and acquisitions and the
availability of new acquisitions that build shareholder value, (i)
consolidation within the baking industry and related industries,
(j) disruptions in our direct-store delivery system, including
litigation or an adverse ruling from a court or regulatory or
government body that could affect the independent contractor
classification of our independent distributors, and (k) the failure
of our information technology systems to perform adequately,
including any interruptions, intrusions or security breaches of
such systems. The foregoing list of important factors does
not include all such factors, nor necessarily present them in order
of importance. In addition, you should consult other
disclosures made by the company, including the risk factors
included in our most recently filed Annual Report on Form 10-K
filed with the Securities and Exchange Commission ("SEC") and
disclosures made in other filings with the SEC and company press
releases, for other factors that may cause actual results to differ
materially from those projected by the company. 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.
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SOURCE Flowers Foods, Inc.