NEW YORK — Flowers Foods, Inc. is under review at Moody’s Investors Service for a possible downgrade in the aftermath of Flowers signing two purchase agreements aggregating $390 million as the “stalking horse” bidder for assets of Hostess Brands, Inc.
Under review is the Baa2 long-term issuer rating for Flowers as well as its senior unsecured debt and senior unsecured shelf debt.
“The rating review is driven by the anticipated increase in leverage that would result from the proposed transaction, and uncertainty around the timing and amount of earnings that would be generated from the distressed assets being purchased,” Moody’s said. “In addition, Moody’s anticipates that the competitive auction process that soon will follow could lead Flowers to raise its bid.”
The Hostess transactions are subject to a competitive auction process and approval from the Hostess bankruptcy court.
While acknowledging a strong Flowers strong balance sheet, Moody’s said the proposed transaction likely will double the company’s leverage based on the current bid. Moody’s noted that, because of a series of acquisitions, Flowers has increased its debt load more than fivefold in the period since acquiring Tasty Baking Co. in May 2011 for $175 million.“From a strategic standpoint, we believe that the liquidation of Hostess represents an attractive opportunity for Flowers to selectively expand its U.S. footprint by acquiring attractive, iconic bakery brands,” said Brian Weddington, Moody’s senior credit officer. “However, we consider these to be distressed assets, so we will need to know the final price and estimated cash flows of the purchases, and understand Flowers' plan to turnaround the acquired assets before we can determine the transaction's effect on its credit profile.”