B&G Foods Acquires Victoria Fine Foods for $70M

12/4/16

PARSIPPANY, N.J.--(BUSINESS WIRE)--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 Victoriapremium 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.

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