B&g Foods, Inc. · NYSE:BGS
B&g Foods — Merger or Acquisition (September 2015)
16 slides from B&g Foods's merger presentation, Sep 3, 2015
Slide 1: B&G Foods Agrees to Acquire Green Giant
B&G Foods Agrees to Acquire Green Giant September 3, 2015
Slide 2: Forward Looking Statements
Forward Looking Statements Statements in this presentation that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this presentation include, without limitation, statements related to net sales, adjusted EBITDA and ex
Slide 3: About Non-GAAP Financial Measures
About Non-GAAP Financial Measures Certain disclosures in this presentation include “non-GAAP (Generally Accepted Accounting Principles) financial measures.” “EBITDA” (which we define as net income before net interest expense, income taxes, depreciation and amortization and loss on extinguishment of
Slide 4: Transaction Overview
Transaction Overview Sa, fate BX SpringTree = eo wR = EZ conor ass P GD petro GERI REGINA. Wrights MB Aevire: ult
Slide 5: Transaction Overview
Transaction Overview Frozen manufacturing facility in Irapuato, Mexico and manufacturing equipment currently located at ► Intellectual property, inventory, co-pack agreements, etc. ► existing $500mm undrawn revolving credit facility and a new ~$500mm term loan facility under the including the receip
Slide 6: Transaction Overview (continued)
Transaction Overview (continued) Pro Forma Projected (2) for Green Giant Frozen 25% Standalone B&G Foods Snacks 17% Dry Grocery 83% Snacks 11% Dry Grocery 64% Net Sales (1): ~$875 - $885mm Adjusted EBITDA (1) : ~$199 - $204mm Net Sales: ~$1,425 - $1,435mm Adjusted EBITDA: ~$294 - $304mm (1) Represen
Slide 7: Strategic Rationale Green Giant Acquisition
Strategic Rationale Green Giant Acquisition and Canada, respectively future acquisitions 5 ► Iconic brand ► #2 / #1 defensible brand positions in U.S. ► Adjacent (shelf-stable) and complementary (frozen) categories ► Flexible supply chain ► Frozen provides additional platform for ► Significant cash
Slide 8: Integrating Acquisitions is a B&G Foods Core Competency
Integrating Acquisitions is a B&G Foods Core Competency 2015 2014 2013 2012 2011 2010 2007 2006 2003 1999 1998 1997 6
Slide 9: Green Giant Snapshot
Green Giant Snapshot Key Products – Frozen Key Products – Shelf-Stable U.S. Canada U.S. Canada Shelf-Stable 38% Frozen 62% 7
Slide 10: Leading Market Positions in the U.S. and Canada
Leading Market Positions in the U.S. and Canada #2 Branded Player in the U.S. Other Branded 14% Other Branded 31% 24% 18% 9% 15% 6% Private Label 38% Private Label 36% 9% #1 Branded Player in Canada Other Branded 1% Other Branded 9% Private Label 45% 30% 34% Private Label 47% 13% 19% 1% 2% Source: N
Slide 11: Comprehensive Strategy to Reinvigorate Green Giant
Comprehensive Strategy to Reinvigorate Green Giant B&G Foods has a demonstrated track record of reinvigorating iconic brands ► +40-50 new employees (1) to be hired $20 to $25mm in incremental brand support planned by B&G Foods The Company plans to put significant resources behind the Green Giant bus
Slide 12: Manufacturing Footprint
Manufacturing Footprint Approximately 69% of total shelf-stable and frozen products expected to be co-packed post acquisition ► Shelf-stable is 100% co-packed Approximately 66% of frozen expected to be co-packed post acquisition – – Included in the acquisition is a frozen manufacturing facility in I
Slide 13: Strong Excess Cash Generation
Strong Excess Cash Generation ($ in millions) Pro Forma Projected FY2015 B&G Foods (1) Transac. Adj.(2) Pro Forma Net Sales $880 ~$550 $1,430 Adj. EBITDA % Margin $202 22.9% ~$98 17.7% $299 20.9% (+) Non-cash share based compensation 4 - 4 Adj. EBITDA before non-cash SBC $206 $98 $303 (-) Total Cape
Slide 14: GD petro BEY REGINA. Wrights Mt Ace Ego
GD petro BEY REGINA. Wrights Mt Ace Ego
Slide 15: Non-GAAP Reconciliation
Non-GAAP Reconciliation ($ in millions) Pro Forma Projected FY2015 B&G Foods Transac. Adj. Pro Forma Net Income Income Tax Expense Interest Expense, Net Depreciation and Amortization $81 45 45 28 $36 20 28 14 $116 65 73 42 EBITDA $199 $98 $296 Acquisiton-Related Expenses 3 - 3 Adjusted EBITDA $202 $
Slide 16: B&G Foods Agrees to Acquire Green Giant
B&G Foods Agrees to Acquire Green Giant September 3, 2015