Brynwood agrees to sell Back to Nature Foods Co. to B&G Foods

Brynwood Partners agreed to sell Back to Nature Foods Company, LLC to B&G Foods, Inc. for about $162.5 million. The transaction is subject to closing and post-closing working capital adjustments. The sale is expected to close in the third quarter. Brynwood and Mondelēz International formed Back to Nature joint venture in 2012 with Brynwood providing operating control and Mondelēz retaining a minority position. In 2013, Mondelēz contributed the SnackWell’s brand to the joint venture.

Press Release

Brynwood Partners VI L.P. (“Brynwood VI”) announced today that it has signed a definitive agreement to sell Back to Nature Foods Company, LLC to B&G Foods, Inc. for approximately $162.5 million in cash, subject to customary closing and post-closing working capital adjustments. The transaction, which is expected to close in the third quarter, is subject to customary closing conditions, including the receipt of regulatory approvals.

Brynwood VI and Mondelēz International, Inc. formed the Back to Nature joint venture in 2012 through an innovative structure, whereby Brynwood VI acquired operating control while Mondelēz International retained a minority position in the newly established company. In 2013, Mondelēz International contributed the SnackWell’s brand to the joint venture. Back to Nature is a leading independent better-for-you snacking brand. SnackWell’s was launched in the early 1990s as one of the original brands in the low-fat cookies and crackers categories. Since entering into this unique joint venture arrangement, the company has significantly expanded its sales and profitability through product innovation, expanded distribution and operational improvements.

“We are delighted to announce the sale of Back to Nature to B&G Foods, a leading publicly traded packaged foods company,” said Hendrik Hartong III, Chairman and CEO of Brynwood Partners. “We are very pleased with the outcome of this transaction as we achieved a terrific result for both Brynwood VI and Mondelēz International. We were able to restore, invigorate and grow the outstanding Back to Nature and SnackWell’s brands and create a strong standalone company that attracted a prominent strategic buyer in B&G Foods. The unique joint venture with Mondelēz International showcased Brynwood Partners’ investment and operational strengths in consumer corporate carve outs. We appreciate the confidence
Mondelēz International has bestowed in our firm and we enjoyed working with them as a true partner in the joint venture.”

“We are grateful to all of the employees of Back to Nature for their dedication to the business,” said Ian MacTaggart, President and COO of Brynwood Partners and Chairman of Back to Nature. “We wish B&G Foods and Back to Nature’s management continued success and look forward to watching them continue to grow the business. The exit reaffirms Brynwood Partners’ position as the leading lower middle market buyout firm for corporate carve outs in
the consumer sector. We are grateful to Mondelēz International for the support that they provided to the partnership throughout the investment.”

Houlihan Lokey served as the investment advisor to Back to Nature and Holland & Knight LLP and Skadden, Arps, Slate, Meagher & Flom LLP provided legal counsel. Dechert LLP provided legal counsel to B&G Foods.

About Brynwood Partners:

Brynwood Partners, founded in 1984 and based in Greenwich, CT, is an operationallyfocused
private equity firm that makes control investments in North America-based lower
middle market companies in the consumer sector.
Brynwood Partners currently manages more than $725 million of private equity capital
for limited partners, which include U.S. and international pension funds, fund-of-funds,
endowments, high net worth family investment offices and financial institutions. For more
information on Brynwood Partners, please visit www.brynwoodpartners.com.
About Back to Nature Foods Company, LLC:
Headquartered in Naples, FL, Back to Nature is the owner of the Back to Nature and
SnackWell’s brands. The Back to Nature brand was founded in 1960 and today is a leading
independent better-for-you snacking brand. The SnackWell’s brand was launched by Nabisco,
Inc. in 1992 as a line of reduced-fat and fat-free cookies and crackers. Brynwood VI and
Mondelēz International, Inc. formed the Back to Nature joint venture in 2012 through an
innovative structure, whereby Brynwood VI acquired operating control while Mondelēz
International retained a minority position in the newly established company. In 2013, Mondelēz
International contributed the SnackWell’s brand to the joint venture. The Back to Nature and
SnackWell’s products are widely distributed in the grocery, natural, club, mass and other
channels. For more information, please visit www.backtonaturefoods.com or
www.snackwells.com.