Company Announcements

Flowers Foods, Inc. Prices $500 Million Of 2.400% Senior Notes Due 2031

THOMASVILLE, Ga., March 2, 2021 /PRNewswire/ -- Flowers Foods, Inc. (NYSE: FLO), producer of Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse, Tastykake, and other bakery foods, today announced the pricing of the public offering of $500 million aggregate principal amount of 2.400% senior notes due 2031 (the "Notes"). The Notes will bear interest at a rate of 2.400% per annum and will mature on March 15, 2031. The offering is expected to close on March 9, 2021, subject to customary closing conditions.

The company intends to use the net proceeds from this offering to redeem our outstanding $400 million of 4.375% Senior Notes due 2022 and the balance of the net proceeds for general corporate purposes.

For the offering, Deutsche Bank Securities Inc. and BofA Securities, Inc. are serving as Active Book-Running Managers, and Wells Fargo Securities, LLC and Rabo Securities USA, Inc. as Passive Book-Running Managers.

The offering is being made under an automatic shelf registration statement on Form S-3 (Registration No. 333-248233) filed by Flowers Foods with the Securities and Exchange Commission ("SEC") on August 21, 2020 and only by means of a prospectus supplement and accompanying 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, to which this communication relates. Prospective investors should read the issuer free writing prospectus, preliminary prospectus supplement and the accompanying prospectus included in the registration statement and other documents Flowers has filed with the SEC for more complete information about Flowers 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 Deutsche Bank Securities Inc. – Mail: 60 Wall Street, New York, New York 10005, Attention: Prospectus Group; Phone: 800-503-4611; Email: prospectus.cpdg@db.com or BofA Securities Inc. – Mail: NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte NC 28255-0001, Attn: Prospectus Department; Email: dg.prospectus_requests@bofa.com. 

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 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 fresh packaged bakery foods in the United States, with 2020 sales of $4.4 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-CORP  FLO-IR

Forward-Looking Statements
Statements contained in this press release that are not historical facts are forward-looking statements.  Forward-looking statements 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.  All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected.  Other factors that may cause actual results to differ from the forward-looking statements contained in this release and that may affect the company's prospects in general include, but are not limited to (a) our ability to complete the offering on the expected timeline or at all, (b) unexpected changes in any of the following: (i) general economic and business conditions; (ii) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (iii) interest rates and other terms available to us on our borrowings; (iv) energy and raw materials costs and availability and hedging counter-party risks; (v) relationships with or increased costs related to our employees and third-party service providers; (vi) laws and regulations (including environmental and health-related issues); and (vii) accounting standards or tax rates in the markets in which we operate; (c) the ultimate impact of the COVID-19 outbreak and measures taken in response thereto on our business, results of operations and financial condition, which are highly uncertain and are difficult to predict; (d) the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products; (e) changes in consumer behavior, trends and preferences, including health and whole grain trends, and the movement toward more inexpensive store branded products; (f) the level of success we achieve in developing and introducing new products and entering new markets; (g) our ability to implement new technology and customer requirements as required; (h) our ability to operate existing, and any new, manufacturing lines according to schedule; (i) our ability to execute our business strategies which may involve, among other things, (i) the integration of acquisitions or the acquisition or disposition of assets at presently targeted values, (ii) the deployment of new systems and technology, and (iii) an enhanced organizational structure; (j) consolidation within the baking industry and related industries; (k) changes in pricing, customer and consumer reaction to pricing actions, and the pricing environment among competitors within the industry; (l) 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 distributors; (m) increasing legal complexity and legal proceedings that we are or may become subject to; (n) increases in employee and employee-related costs; (o) the credit, business, and legal risks associated with independent distributors and customers, which operate in the highly competitive retail food and foodservice industries; (p) 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; (q) the failure of our information technology systems to perform adequately, including any interruptions, intrusions or security breaches of such systems or risks associated with the planned implementation of a new enterprise resource planning system; and (r) regulation and legislation related to climate change that could affect our ability to procure our commodity needs or that necessitate additional unplanned capital expenditures .  The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance.  In addition, you should consult other disclosures made by the company, including the risk factors included in our most recently filed Annual Report on Form 10-K filed with the SEC and disclosures made in other filings with the SEC and company press releases, for other factors that may cause actual results to differ materially from those projected by the company.  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.

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SOURCE Flowers Foods, Inc.