Marzetti (NASDAQ: MZTI) closes $400M Bachan’s deal, adds $200M Term Loan
Rhea-AI Filing Summary
The Marzetti Company has completed its acquisition of Bachan’s, Inc., a fast-growing Japanese Barbecue Sauce brand, for a $400 million purchase price. The transaction is intended to strengthen Marzetti’s position in the condiment and sauce category and expand growth opportunities across retail and foodservice channels.
Marzetti funded the deal with cash on hand and a new $200 million term loan, which matures on April 29, 2031 and is repayable in $2.5 million quarterly installments. Bachan’s generated approximately $87 million in net sales for the twelve months ended December 31, 2025, adding a premium, clean-label sauce portfolio to Marzetti’s existing brands and licensed products.
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Insights
Marzetti adds a sizable premium sauce brand, funded partly with new term debt.
The Marzetti Company closed the acquisition of Bachan’s, Inc. for $400 million, adding a premium Japanese Barbecue Sauce brand with net sales of about $87 million for the twelve months ended December 31, 2025. This broadens Marzetti’s presence in sauces alongside its existing retail and foodservice portfolio.
Financing combines cash on hand with a new $200 million Term Loan under its amended credit agreement. The loan amortizes through April 29, 2031 in $2.5 million quarterly installments and carries a potential springing maturity on March 6, 2029 under certain conditions. This increases leverage but spreads repayment over several years.
Management states the acquisition is expected to provide additional growth opportunities through Marzetti’s distribution network, supply chain and culinary capabilities. Forward-looking statements in the release highlight that actual results will depend on execution and various risks, which the company notes could cause outcomes to differ from current expectations.
8-K Event Classification
Key Figures
Key Terms
Term Loan financial
springing maturity date financial
revolving loan financial
clean-label products other
Private Securities Litigation Reform Act of 1995 regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
As previously reported, on March 4, 2026, The Marzetti Company (the “Company”) entered into a First Amendment to its Credit Agreement dated March 6, 2024 (the “First Amendment”), with The Huntington National Bank and Bank of America, N.A. as Co-Syndication Agents, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other lenders named therein. The First Amendment provided for an increase to the revolving loan from $150 million to $200 million, and for an additional $200 million term loan (the “Term Loan”) to finance the Company’s previously reported agreement to acquire the Japanese Barbecue Sauce brand, Bachan’s, Inc., for $400 million, subject to customary adjustments (the “Acquisition”). On April 29, 2026, the Company closed on the funding of the Term Loan in the aggregate principal amount of $200 million to partially fund the Acquisition with the balance of the purchase price coming from cash on hand.
The Term Loan will have a maturity date of April 29, 2031, provided that the First Amendment provides for a springing maturity date of March 6, 2029 under certain circumstances (such date, the “Term Loan Maturity Date”). The Term Loan shall be repaid in $2,500,000 quarterly installments, which are due and payable on the last day of each calendar quarter, commencing with the last day of the first full calendar quarter ending after the date the Term Loan is funded with the balance due and payable on the Term Loan Maturity Date. Interest accrued on the Term Loan shall be payable on the Interest Payment Date (as defined in the First Amendment) applicable to such Term Loan.
The foregoing description of the Term Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 9, 2026.
| Item 8.01 | Other Events |
On May 1, 2026, the Company announced that it had completed the Acquisition. The Company included information about the closing of the Acquisition in a press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1* | Press Release dated May 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
| * | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Marzetti Company | ||||||
| Date: May 1, 2026 | By: | /s/ Thomas K. Pigott | ||||
| Thomas K. Pigott Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer) | ||||||
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Exhibit 99.1
| FOR IMMEDIATE RELEASE | SYMBOL: MZTI | |
| May 1, 2026 | TRADED: Nasdaq | |
THE MARZETTI COMPANY COMPLETES ACQUISITION OF BACHAN’S, INC.
WESTERVILLE, Ohio, May 1 - The Marzetti Company (Nasdaq: MZTI) announced today the successful completion of its acquisition of Bachan’s, Inc., the fast-growing Japanese Barbecue Sauce brand known for its delicious, authentic, clean-label products. The transaction reinforces Marzetti’s expanding position in the sauce category and is expected to provide additional opportunities for growth through our retail and foodservice distribution network, supply chain capabilities, and culinary expertise. Bachan’s net sales for the twelve months ended December 31, 2025, were approximately $87 million. The $400 million purchase price for the transaction was financed with cash on hand and a $200 million term loan.
CEO Dave Ciesinski commented, “We are thrilled to welcome the Bachan’s team to the Marzetti family. This acquisition is a strategic extension of our portfolio that will further strengthen Marzetti’s position in the condiment and sauce category. Bachan’s is a premium brand that celebrates food and family and is a natural complement to Marzetti’s portfolio of flavorful products made from family recipes. We are excited to partner with the Bachan’s team to broaden distribution, support product innovation, and thoughtfully extend the brand into new channels and adjacent categories.”
Bachan’s founder Justin Gill remarked, “Bringing Bachan’s to this point has been an incredibly meaningful journey—one rooted in my family’s legacy and a dream that started in childhood. As we officially join The Marzetti Company, I am proud of what our team has built and excited for what lies ahead. With Marzetti’s support, we are well positioned to continue growing Bachan’s and sharing our flavors with even more people.”
“What makes this partnership so compelling is our alignment in values,” Gill added. “Bachan’s has always been deeply personal to me, and it was essential to find a home that respects both our heritage and our vision. Marzetti has proven to be that partner. I am grateful for the care they have shown throughout this process and energized for this next chapter as we build the future of Bachan’s together.”
About The Marzetti Company
The Marzetti Company is a manufacturer and marketer of specialty food products for the retail and foodservice channels. Our retail brands and products include Marzetti® dressings and dips; New York Bakery™ garlic breads; and Sister Schubert’s® dinner rolls in addition to a growing portfolio of exclusive license agreements that includes Olive Garden® dressings; Chick-fil-A® sauces and dressings; Buffalo Wild Wings® sauces; Arby’s® sauces; Subway® sauces; and Texas Roadhouse® steak sauces and dinner rolls. In the foodservice channel, we supply sauces, dressings, breads and pasta to many of the top restaurant chains in the United States.
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About Bachan’s
Bachan’s is a leading Japanese-American flavor brand founded by Justin Gill. Launched in 2019 and headquartered in Sebastopol, CA, Bachan’s was born from Justin’s multi-generational family barbecue sauce recipe that was passed down to him by his bachan (grandma). Growing up, this sweet and savory sauce was always the centerpiece of family meals and gatherings. Now, this original family recipe has inspired the bold, fresh, umami flavor and clean ingredients in all of Bachan’s sauces, and Bachan’s is honored to continue this tradition. Bachan’s collection of barbecue sauces and dipping sauces are made in the way you would for your own family with high quality, non-GMO ingredients and minimal processing. To learn more, visit www.bachans.com or follow Bachan’s on X, Facebook, Instagram or TikTok.
Transaction Advisors
Goldman Sachs & Co. LLC acted as exclusive financial advisor to The Marzetti Company and King & Spalding LLP acted as legal counsel. Centerview Partners LLC acted as exclusive financial advisor to Bachan’s, Inc. and Wachtell, Lipton, Rosen & Katz LLP served as legal counsel.
Forward-Looking Statements
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward-looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments; and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in the forward-looking statements. Some of the key factors that could cause actual results to differ materially from those expressed in the forward-looking statements include:
| • | the ability to successfully integrate the acquired Bachan’s, Inc. business and achieve operational and financial performance objectives; |
| • | dependence on a wide array of critical third parties to support our operations, including contract manufacturers, distributors, logistics providers and IT vendors; |
| • | the possible occurrence of product recalls or other defective or mislabeled product costs; |
| • | changes in demand for our products, which may result from loss of brand reputation or customer goodwill; |
| • | maintenance of competitive position with respect to other manufacturers; |
| • | fluctuations in the cost and availability of ingredients and packaging; |
| • | adverse changes in freight, energy or other costs of producing, distributing or transporting our products; |
| • | dependence on key personnel and changes in key personnel; |
| • | changes in our cash flow or use of cash in various business activities; and |
| • | risks related to other factors described under “Risk Factors” in other reports and statements filed by us with the Securities and Exchange Commission, including without limitation our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (available at www.sec.gov). |
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Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements, except as required by law. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on statements that are based on current expectations.
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| FOR FURTHER INFORMATION: | Dale N. Ganobsik | |
| Vice President, Corporate Finance and Investor Relations | ||
| The Marzetti Company | ||
| Phone: 614/224-7141 | ||
| Email: ir@marzetti.com | ||
| Alysa Spittle | ||
| Senior Director, Communications | ||
| The Marzetti Company | ||
| Email: Alysa.spittle@marzetti.com | ||