THOMASVILLE, Ga., March 2, 2021 /PRNewswire/ -- Flowers Foods, Inc.
(NYSE: FLO), producer of Nature's Own, Dave's Killer
Bread, Wonder, Canyon Bakehouse,
Tastykake, and other bakery foods, today announced the
pricing of the public offering of $500
million aggregate principal amount of 2.400% senior notes
due 2031 (the "Notes"). The Notes will bear interest at a rate of
2.400% per annum and will mature on March
15, 2031. The offering is expected to close on March 9, 2021, subject to customary closing
conditions.
The company intends to use the net proceeds from this offering
to redeem our outstanding $400
million of 4.375% Senior Notes due 2022 and the balance of
the net proceeds for general corporate purposes.
For the offering, Deutsche Bank Securities Inc. and BofA
Securities, Inc. are serving as Active Book-Running Managers, and
Wells Fargo Securities, LLC and Rabo Securities USA, Inc. as Passive Book-Running
Managers.
The offering is being made under an automatic shelf registration
statement on Form S-3 (Registration No. 333-248233) filed by
Flowers Foods with the Securities and Exchange Commission ("SEC")
on August 21, 2020 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 at
http://www.sec.gov. Alternatively, the prospectus and the
prospectus supplement may be obtained by contacting Deutsche Bank
Securities Inc. – Mail: 60 Wall Street, New York, New York 10005, Attention:
Prospectus Group; Phone: 800-503-4611; Email:
prospectus.cpdg@db.com or BofA Securities Inc. – Mail:
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte NC 28255-0001, Attn: Prospectus
Department; Email: dg.prospectus_requests@bofa.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 2020
sales of $4.4 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-CORP FLO-IR
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) our
ability to complete the offering on the expected timeline or at
all, (b) unexpected changes in any of the following:
(i) general economic and business conditions; (ii) the
competitive setting in which we operate, including advertising or
promotional strategies by us or our competitors, as well as changes
in consumer demand; (iii) interest rates and other terms
available to us on our borrowings; (iv) energy and raw
materials costs and availability and hedging counter-party risks;
(v) relationships with or increased costs related to our
employees and third-party service providers; (vi) laws and
regulations (including environmental and health-related issues);
and (vii) accounting standards or tax rates in the markets in which
we operate; (c) the ultimate impact of the COVID-19 outbreak and
measures taken in response thereto on our business, results of
operations and financial condition, which are highly uncertain and
are difficult to predict; (d) the loss or financial instability of
any significant customer(s), including as a result of product
recalls or safety concerns related to our products; (e) changes in
consumer behavior, trends and preferences, including health and
whole grain trends, and the movement toward more inexpensive store
branded products; (f) the level of success we achieve in developing
and introducing new products and entering new markets; (g) our
ability to implement new technology and customer requirements as
required; (h) our ability to operate existing, and any new,
manufacturing lines according to schedule; (i) our ability to
execute our business strategies which may involve, among other
things, (i) the integration of acquisitions or the acquisition or
disposition of assets at presently targeted values, (ii) the
deployment of new systems and technology, and (iii) an
enhanced organizational structure; (j) consolidation within the
baking industry and related industries; (k) changes in pricing,
customer and consumer reaction to pricing actions, and the pricing
environment among competitors within the industry; (l) 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 distributors; (m) increasing
legal complexity and legal proceedings that we are or may become
subject to; (n) increases in employee and employee-related costs;
(o) the credit, business, and legal risks associated with
independent distributors and customers, which operate in the highly
competitive retail food and foodservice industries; (p) 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; (q) the failure of our information technology systems to
perform adequately, including any interruptions, intrusions or
security breaches of such systems or risks associated with the
planned implementation of a new enterprise resource planning
system; and (r) regulation and legislation related to climate
change that could affect our ability to procure our commodity needs
or that necessitate additional unplanned capital expenditures
. 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 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.