As filed with the Securities and Exchange Commission on September 14, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Item 8.01. Other Events.
On September 12, 2023, B&G Foods issued a press release announcing the pricing of an offering of $550.0 million aggregate principal amount of 8.00% senior secured notes due 2028 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior secured notes are being issued at a price of 99.502%. The senior secured notes will be guaranteed on a senior secured basis by certain domestic subsidiaries of B&G Foods. The offering, which has been upsized from the previously announced aggregate principal amount of $500.0 million, is expected to close on September 26, 2023, subject to customary closing conditions.
We estimate that the net proceeds from the offering will be approximately $538.6 million after deducting discounts, fees and expenses related to the offering. We intend to use the proceeds of the offering, together with cash on hand, to redeem $555.4 million aggregate principal amount of our 5.25% senior notes due 2025 and pay related fees and expenses.
In connection with the offering, B&G Foods and the subsidiary guarantors have entered into a purchase agreement, dated as of September 12, 2023, with Barclays Capital Inc. as representative of the several initial purchasers named therein, relating to the issuance and sale to the initial purchasers of the senior secured notes. The purchase agreement contains customary representations and warranties, closing conditions and indemnification obligations. A copy of the purchase agreement is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
The 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 and the 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 applicable securities laws of any state or other jurisdiction.
This current report does not constitute a redemption notice with respect to the 5.25% senior notes due 2025 and shall not constitute an offer to sell or a solicitation of an offer to buy the senior secured notes and the related guarantees, nor shall there be any sale of the senior secured notes and the related guarantees in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the press release announcing the pricing of the offering of senior secured notes, which is attached to this report as Exhibit 99.1, is incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Purchase Agreement, dated as of September 12, 2023, among B&G Foods, Inc., the subsidiary guarantors named therein and Barclays Capital Inc. as Representative of the several Initial Purchasers named in Schedule I thereto | |
| 99.1 | Press release dated September 12, 2023 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURE
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.
| B&G FOODS, INC. | ||
| Dated: September 14, 2023 | By: | /s/ Scott E. Lerner |
| Scott E. Lerner | ||
| Executive Vice President, | ||
| General Counsel and Secretary | ||
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