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Investing.com -- Moody’s (NYSE:MCO) Ratings has downgraded the long-term issuer rating of Flowers Foods (NYSE:FLO), Inc from Baa2 to Baa3. The downgrade also applies to the company’s senior unsecured debt, which has been downgraded from Baa2 to Baa3. The outlook for Flowers Foods remains stable.
The downgrade comes after a review initiated on January 8, 2025, following the announcement that Flowers Foods had entered into a definitive agreement to acquire Simple Mills for $795 million. Simple Mills is a provider of better-for-you crackers, cookies, snack bars, and baking mixes.
Flowers Foods has secured financing for the acquisition and plans to term out the debt in the first quarter of 2025. The company anticipates that net leverage will increase to between 3.1x and 3.3x, up from 2.0x as of December 28, 2024. Moody’s adjusted debt-to-EBITDA leverage is expected to be around 3.5x at the close of the deal. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first quarter of 2025.
The downgrade reflects the increase in gross debt-to-EBITDA leverage from 2.4x to about 3.5x, the all-debt nature of the acquisition, and the high likelihood of the acquisition closing. The acquisition is expected to increase Flowers Foods’ 2025 revenue and help diversify the business. After the transaction closes, Flowers Foods is expected to prioritize reducing leverage.
Over the next 18-24 months, debt-to-EBITDA leverage is projected to decline to approximately 3.0x and retained cash flow-to-net debt is expected to increase to more than 16%. These improvements are expected to be driven by earnings growth and debt repayment. Free cash flow, after dividends, is projected to be approximately $100 million in 2025, improving to more than $150 million in 2026.
Flowers Foods’ Baa3 ratings reflect the company’s steady operating performance in the baked goods category and high market share in the packaged bread category. The ratings also reflect the company’s conservative financial policy, as debt-to-EBITDA leverage has historically been maintained below 3.0x.
The acquisition of Simple Mills represents a significant shift from the company’s typical transaction size, leading to higher post-acquisition leverage than in previous deals. This transaction underscores the event risk associated with Flowers Foods’ strategic efforts to strengthen its position in its core categories and expand into other baked goods categories through acquisitions.
The stable outlook reflects the expectation for debt-to-EBITDA leverage to decline to approximately 3.0x over the next 18-24 months. The outlook is also supported by the anticipation of the company generating consistent and strong free cash flow, which will facilitate debt reduction.
A rating upgrade could occur if Flowers Foods demonstrates consistent organic revenue growth and EBITDA margin expansion, good execution of the Simple Mills integration, and sustains debt-to-EBITDA leverage below 2.75x. A rating downgrade could occur if Flowers Foods fails to reduce leverage through increased earnings or debt repayment, or if liquidity or free cash flow deteriorates.
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