B&G Foods Completes Acquisition of Back to Nature Foods Company
October 02 2017 - 4:05PM
Business Wire
B&G Foods, Inc. (NYSE:BGS) announced that effective
today it has completed the acquisition of Back to Nature Foods
Company, LLC, a leader in the better-for-you snack foods category,
from Brynwood Partners VI L.P., Mondelēz International and certain
other entities and individuals for approximately $162.5 million in
cash, subject to customary closing and post-closing working capital
adjustments.
B&G Foods expects the acquisition to be immediately
accretive to its earnings per share and free cash flow and projects
that following the completion of a six-month integration period,
the acquired business will generate on an annualized basis net
sales of approximately $80 million and adjusted EBITDA of
approximately $17 million. Based upon the foregoing adjusted EBITDA
guidance, the acquisition represents a purchase price multiple of
approximately 9.6 times adjusted EBITDA (or 8.4 times adjusted
EBITDA net of the present value of expected tax benefits).
Back to Nature Foods has been a pioneer in the better-for-you
snack foods category, and its namesake brand is a leading cookie
and cracker brand in the category. The Back to Nature brand’s
product offerings include Non-GMO Project Verified, organic and
gluten free products. Back to Nature Foods also offers the
SnackWell’s brand of low-fat and no-fat snacks.
B&G Foods funded the acquisition and related fees and
expenses with additional revolving loans under its existing credit
facility.
About Back to Nature Foods Company, LLC
Back to Nature Foods’ mission has been to provide everyday foods
that are simply delicious, simply good. The
Back to Nature brand is committed to creating delicious
and flavorful recipes using ingredients inspired by nature by
carefully selecting ingredients to create great-tasting, affordable
products that everyone can enjoy. Back to Nature products represent
a wide range of categories, including cookies, crackers, nuts and
trail mixes, granola, juices, soups and cereals. For more
information, please visit www.backtonaturefoods.com.
About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its
subsidiaries manufacture, sell and distribute high-quality, branded
shelf-stable and frozen foods across the United States, Canada and
Puerto Rico. With B&G Foods’ diverse portfolio of more than 50
brands you know and love, including B&G, B&M, Cream of
Wheat, Green Giant, Las Palmas, Le Sueur, Mama Mary’s,
Maple Grove Farms, Mrs. Dash,
New York Style, Ortega, Pirate’s Booty, Polaner,
Spice Islands, Victoria and now, Back to Nature and
SnackWell’s, there’s a little something for everyone. For more
information about B&G Foods and its brands, please visit
www.bgfoods.com.
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 Back to Nature Foods Company 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 transaction, 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 2016 filed on March 1, 2017 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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