PARSIPPANY, N.J.–(BUSINESS WIRE)–B&G Foods, Inc. (NYSE: BGS) announced today the pricing of an offering of an additional $250.0 million aggregate principal amount of 8.000% senior secured notes due 2028 in a transaction exempt from registration under the Securities Act of 1933, as amended. The new senior secured notes are being issued at a price of 100.5% plus accrued and unpaid interest from March 15, 2024 to, but excluding, the closing date. The offering, which has been upsized from the previously announced aggregate principal amount of $100.0 million, is expected to close on July 12, 2024, subject to customary closing conditions.
In connection with the upsizing of the offering, B&G Foods expects to reduce the size of its previously announced proposed amended tranche B term loans under its senior secured credit agreement from $600.0 million to $450.0 million aggregate principal amount.
The new senior secured notes will constitute an additional issuance of senior secured notes under the indenture, dated as of September 26, 2023, governing the previously issued 8.000% senior secured notes due 2028.
The new senior secured notes will be guaranteed on a senior secured basis by certain domestic subsidiaries of B&G Foods (that guarantee B&G Foods’ existing senior secured credit agreement, existing senior secured notes and existing senior unsecured notes). The new senior secured notes will be secured by a first-priority security interest in certain collateral, which generally includes most of B&G Foods’ and the guarantors’ right or interest in or to property of any kind, except for real property and certain intangible assets, and which collateral also secures B&G Foods’ existing senior secured credit agreement and existing senior secured notes on a pari passu basis.
B&G Foods estimates that the net proceeds from the offering will be approximately $247.3 million after deducting fees and expenses related to the offering. B&G Foods intends to use the proceeds of the offering to repay a portion of B&G Foods’ revolving credit loans and tranche B term loans under its senior secured credit agreement and pay related fees and expenses.
The new senior secured notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on an exemption from registration pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The offering of the new senior secured notes and the related guarantees have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. Accordingly, the new senior secured notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the new senior secured notes and the related guarantees, nor shall there be any sale of the new senior secured notes and the related guarantees in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, Cream of Wheat, Crisco, Dash, Green Giant, Las Palmas, Le Sueur, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone.
