FLOWERS FOODS, INC. PRICES $500 MILLION OF 5.750% SENIOR NOTES DUE 2035 AND $300 MILLION OF 6.200% SENIOR NOTES DUE 2055

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: [email protected], 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: [email protected]; 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: [email protected], ATTN: Syndicate Operations; and Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, Email: [email protected], 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.