8-K: Utz Brands to Sell Good Health and R.W. Garcia Brands, Three Manufacturing Facilities in $182.5 Million Deal

• Utz Brands has entered into an agreement to sell its Good Health and R.W. Garcia brands, along with manufacturing facilities in Lincolnton, NC, and Lititz, PA, and the lease of its Las Vegas, NV facility to Our Home for $182.5 million.
• The transaction is expected to close on February 5, 2024, and includes a 12-month transition services agreement.
• Utz will also enter into reciprocal co-manufacturing agreements with Our Home, and continue to distribute certain Good Health products through its DSD network.
• The sale is projected to yield approximately $150 million in after-tax net proceeds, which will be used to reduce long-term debt.
• This debt reduction is expected to lower interest expenses by about $12 million in fiscal year 2024.
• The company anticipates achieving its target of approximately 3.0x Net Leverage by the end of fiscal year 2025, a year earlier than previously projected.
• Good Health and R.W. Garcia brands contributed approximately $65 million in net sales for the fiscal year ended December 31, 2023.
• Utz expects the transaction to be accretive to its Adjusted Earnings per Share in 2024, after accounting for lost profits and cost savings.
• The company's preliminary fiscal year 2023 net sales are estimated to grow between 2.0% and 2.2%, with Adjusted EBITDA growth narrowed to a range of 9.5% to 10.0%.

Score: 8

Explanation: The document conveys a positive outlook with a focus on strategic improvements, debt reduction, and future growth. The financial metrics and management comments are generally optimistic, suggesting a strong positive sentiment.

• The sale will allow Utz to focus on its faster-growing Power Brands, which will represent 92% of pro forma retail sales.
• The transaction accelerates Utz's supply chain transformation and network optimization strategy.
• The debt reduction will improve Utz's financial flexibility and reduce interest expenses.
• The company expects the transaction to be accretive to its Adjusted Earnings per Share in 2024.
• The deal includes co-manufacturing and distribution agreements that will ensure a smooth transition.

• Utz will lose approximately $65 million in net sales from the Good Health and R.W. Garcia brands.
• The company will need to transition production of certain products to other facilities over the next 6-12 months.
• The company will incur costs associated with the transition, although these are expected to be offset by cost savings.

• The transaction is subject to customary closing conditions and may not close as expected.
• The company may not realize the expected financial results and accretive effect of the divestiture.
• Customers, competitors, suppliers, and employees may react negatively to the divestiture.
• The company may face challenges in maintaining effective internal controls.
• Gross profit margins may be adversely impacted by various factors, including raw material pricing and customer requirements.
• Changes in consumer preferences and tastes could affect demand for Utz's products.
• The company may face increased competition and costs associated with building brand loyalty.

Utz expects the transaction to be accretive to its Adjusted Earnings per Share on a full-year basis in 2024 and anticipates its net sales growth in the first quarter of fiscal 2024 to be more consistent with retail sales growth. The company also expects to accelerate its supply chain network optimization cost savings.

• Howard Friedman, CEO of Utz, stated that the transactions will deliver on supply chain transformation and value creation initiatives, fast-track deleveraging, and accelerate the brand portfolio strategy.
• Aaron Greenwald, Founder and CEO of Our Home, said the acquisition significantly scales Our Home's snacking platform and manufacturing footprint.

The transaction reflects a trend in the food industry where companies are streamlining their portfolios to focus on core brands and optimize supply chains. The sale of the Good Health and R.W. Garcia brands to a company focused on 'Better-for-You' snacks aligns with the growing consumer demand for healthier options.

• The divestiture of non-core brands and facilities is a common strategy among large food manufacturers to improve profitability and focus on high-growth areas.
• The move to reduce debt and improve leverage ratios is consistent with industry best practices for financial management.
• The co-manufacturing agreements are a common way to ensure a smooth transition and maintain supply chain continuity.
• The focus on 'Power Brands' aligns with the industry trend of concentrating resources on brands with the highest growth potential.

• Shareholders will benefit from the reduced debt, improved financial flexibility, and increased focus on core brands.
• Employees at the divested facilities will be offered employment by Our Home.
• Customers will continue to have access to Good Health products through Utz's DSD network.
• Suppliers will need to adapt to the changes in the supply chain and co-manufacturing agreements.
• Creditors will benefit from the reduction in Utz's long-term debt.

• The transaction is expected to close on February 5, 2024.
• Utz and Our Home will operate under a Transition Services Agreement for 12 months.
• Utz will transition production to other Utz facilities over a 6-12 month period.
• Utz will host a conference call on February 29, 2024, to discuss fiscal year 2023 results and provide fiscal year 2024 guidance.

• January 31, 2024: Date of the Purchase Agreement and announcement of the transaction.
• February 5, 2024: Expected closing date of the transaction.
• February 29, 2024: Date of Utz's fiscal year 2023 earnings conference call.