Fitch Rates Flowers' $300MM Term Loan 'BBB'

Fri Apr 12, 2013 12:26pm EDT

(The following statement was released by the rating agency) NEW YORK, April 12 (Fitch) Fitch Ratings rates Flowers Foods, Inc.'s (Flowers; NYSE: FLO) new five-year senior unsecured term loan 'BBB' with commitment levels of up to $300 million. Pricing will be approximately LIBOR + 187.5 basis points. The proceeds will be used to help finance the pending acquisition of certain assets from Hostess Brands, Inc. (Hostess). The $300 million is within Fitch's expectation, and pro-forma leverage, as discussed below, is anticipated to remain in the low 3x range. The term loan provides Flowers with ample flexibility. The company can make a single draw of as much as $300 million essentially through Sept. 30, 2013 to coordinate with the Hostess closing. The debt/EBITDA leverage covenant steps down from 3.75x to 3.5x four quarters after closing. However, Fitch expects Flowers' leverage to be below 3x 12 months after closing leaving ample cushion in this covenant. It is also anticipated that there will be a significant cushion as well in the interest coverage covenant at a maximum of 4.5x. The term loan amortizes fairly rapidly after the first year with 10% in the second and third year and in the 30% range annually thereafter. The amortization schedule and EBITDA growth with the acquisition should support Flowers' goal of de-leveraging to pre-Hostess levels within two years of closing. Additional items of note are that certain baskets were increased in recognition of the company's larger size. For example, significant acquisitions for which the company would need to provide pro forma covenant compliance statements were increased to $400 million from $325 million. Further, if Flowers' rating drops below investment grade, wholly owned domestic subsidiaries must provide an upstream guarantee. These terms exist in the current $500 million revolving credit agreement and term loan. However, with its April 10, 2013 8-K filing, the larger baskets in the new term loan were harmonized with the existing agreements via contemporaneous amendments. The credit agreements provide more protection for the bankers than for investors in the $400 million public note, as expected. However, there is good protection provided for the noteholders via the bank agreements. Subsidiary debt is set at a maximum of $200 million, providing a limit to structural subordination. Prior to the amendments, the limit was $150 million. The financial covenants, which do not exist in the notes, also impart good credit discipline. Key Rating Drivers: Flowers' ratings reflect its leading position as the second largest producer of baked goods in the U.S., with over $3 billion in 2012 revenues, successful geographic expansion over the past several years, and a stable business model. Flowers is a low-cost operator in a highly mature industry. The company has generated low single-digit organic revenue growth rates, even though industry volumes have been slightly negative, because of its ability to price for these daily consumed staples. Flowers has steadily increased its market share over time. Fitch notes that as expected, Flowers' credit protection measures remain good but are not at historically strong levels. The company had been under-levered and had a significant cushion in its rating category through 2010. Total adjusted debt/EBITDAR was under 2.4x with funds from operations (FFO) interest coverage well in excess of 28x from 2004 through 2010. The cushion in the rating was expected to provide the company with flexibility to participate as a leader in a consolidating industry and also in recognition of limited geographic diversification. Through 2010, the company primarily competed in the southern U.S. The company is focused on growth and has made or announced several acquisitions over the past two years in order to expand its geographic footprint. The change removed a qualitative constraint on upward rating movements. However, leverage is likely to continue to increase above historical levels through 2013. Fitch anticipates that credit protection measures will be weak for the current rating category in the near term. Flowers is committed to using internally generated cash flow to reduce debt within 18 to 24 months after it closes on the Hostess asset purchase this year. Fitch expects that the company will not execute any sizeable acquisitions until debt/EBITDA is comfortably under 2x (roughly 3.25x on a total adjusted debt/EBITDAR basis). The company's solid liquidity and commitment to de-levering post the Hostess acquisition, discussed below, underpins the rating and the Stable Outlook. Recent Events: In 2011, Flowers announced its goal to accelerate its geographic footprint to reach 75% of the U.S. population by 2016. Half of the growth would be accomplished via acquisitions and it was anticipated that leverage would increase as a result. Within the past 18 months, Flowers purchased Tasty Baking Company in May 2011 for $172 million, Lepage Bakeries, Inc. (Lepage) in July 2012 for $382 million and the Sara Lee bread, buns and roll brand in California in February 2013 for $50 million. By the end of this year the company will have accomplished its goal to access 75% of the U.S. population and significantly expanded its geographic footprint three years early. However, as a result, debt increased by almost $500 million in 2010, from $127 million to $607 million at the end of 2012. Debt/EBITDAR leverage followed a similar trajectory to 3x. In January 2013, Flowers announced it would purchase five bread brands including Wonder, Merita and Butternut, along with 20 bakeries and other assets for $360 million from Hostess. After filing for Chapter 11 in January 2012, Hostess unexpectedly exited the market in November 2012 and its assets became available for sale. Pending regulatory approval, Flowers expects to close on the Hostess asset purchase in the second half of 2013. The purchase is likely to be largely debt financed, since Flowers typically carries very little cash on its balance sheet. As a result, Fitch expects the company's leverage to increase moderately in 2013. Debt could grow to $1 billion if the entire $360 million purchase price is financed. Fitch has determined after a review of Hostess' court filing that Hostess' gross margins were in line with Flowers' and that over its past three fiscal years there appeared to be no major deterioration of its brands, as reflected in a relatively stable revenue line. Furthermore, in buying assets, Flowers is not exposed to Hostess' legacy liabilities, which include substantial pension obligations. Although unexpected, Fitch believes this acquisition is strategically important and beneficial to Flowers' operations immediately and in the long term as it cements its geographic expansion. Flowers began recording double-digit volume growth after Hostess shut down. Further, at its analyst presentation on March 20, 2013 the company announced that revenues were up 20% to 25% and that gross margins had improved through mid-March 2013. Importantly, Flowers is adding meaningful volumes to its fixed cost base and its capacity utilization has improved as have margins since fourth quarter 2012 (4Q'12). Volume growth is being driven by the company's organic expansion, Hostess-related gains, and incremental revenues from the mid-2012 Lepage acquisition. Lepage and the Sara Lee brand acquisition in California should add 7 points of revenue growth in 2013, while recently enacted pricing to offset commodity input cost should add 4 to 6 points. Given this, there is support for Flowers to see revenues increase in the 20% range during 2013. Pro forma leverage (total adjusted debt/EBITDAR) if the Hostess transaction was financed entirely with debt would be in the low 3x range. The calculation is based on a 20% increase in revenues ($3.7 billion) against a stable historical 13.4% EBITDAR margin. As such, leverage would not be substantially more than the 3x seen at year end. However, as mentioned previously it is weak versus historical levels and for the rating category. Liquidity and Debt: Much of the company's immediate liquidity is derived from internally generated cash flow and access to its $500 million revolver which matures in November 2017. There was $373 million in revolver availability at year end. Flowers generated positive free cash flow (FCF) in eight of the past 10 years. However, Flowers' FCF is variable given the impact of hedging on cash flows. The company recorded $63 million in FCF in 2012, which was a material but anticipated improvement from the negative $24 million recorded in 2011. Given volume growth and margin improvement year to date, Fitch expects meaningful improvements in FCF in 2013. Again, volatile commodity costs - primarily wheat costs - could change Fitch's expectations for FCF in either the negative or positive direction. Long-term debt maturities are very modest over the next four years. Assuming that the Hostess acquisition closes by the end of the third quarter and the full $300 million term loan is drawn, there would be less than $50 million in long-term debt maturities annually from 2014 through 2016. For 2013, there is less than $70 million in long-term debt maturities, including the remaining $66 million of the existing term loan. These are manageable obligations for Flowers. Rating Sensitivities: An upgrade beyond 'BBB' is not anticipated in the near term. Future developments that may, individually or collectively, lead to a negative rating action include: A downgrade could occur if deleveraging is slower than Fitch expects with total adjusted debt/EBITDAR remaining over the mid-3x range over the next 18 to 24 months. A downgrade could also occur with another sizeable acquisition, which is not expected, or the negative cash impact of commodity cost spikes, although those have been short in duration. Fitch currently rates Flowers as follows: --Issuer Default Rating (IDR) 'BBB'; --$500 million Revolving Credit Facility 'BBB'; --$400 million Senior Unsecured Note 'BBB'; --$68 million Term Loan A 'BBB'. The Rating Outlook is Stable. Contact: Primary Analyst Grace Barnett Director +1-212-908-0718 Fitch Ratings, Inc. One State Street Plaza New York, NY 10004 Secondary Analyst Judi Rossetti, CFA, CPA Senior Director +1-312-368-3186 Committee Chairperson Jamie Rizzo, CFA Managing Director +1-212-908-0548 Media Relations: Brian Bertsch, New York, Tel: +1 212-908-0549, Email: brian.bertsch@fitchratings.com. Additional information is available at 'www.fitchratings.com'.The ratings above were solicited by, or on behalf of, the issuer, and therefore, Fitch has been compensated for the provision of the ratings. Applicable Criteria and Related Research 'Corporate Rating Methodology', Aug. 8, 2012; 'Fitch: No Immediate Rating Impact from Flowers Foods' Bid for Certain Hostess Assets', Jan. 14, 2013; 'Fitch Affirms Flowers' IDR at 'BBB'; Outlook Stable', Mar. 28,2013. Applicable Criteria and Related Research Corporate Rating Methodology here ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: here. 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