ā Provides Update Regarding Proposed Credit Agreement Refinancing ā
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 Foodsā 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 Foodsā and the guarantorsā 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 Foodsā 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 Foodsā 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 Foodsā 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 Maryās, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, thereās a little something for everyone.
Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute āforward-looking statements.ā The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foodsā offer of additional 8.000% senior secured notes due 2028 and the use of proceeds of the offering, including the repayment of revolving credit borrowings and tranche B term loans, and the proposed senior secured credit agreement refinancing. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms ābelieves,ā ābelief,ā āexpects,ā āprojects,ā āintends,ā āanticipates,ā āassumes,ā ācould,ā āshould,ā āestimates,ā āpotential,ā āseek,ā āpredict,ā āmay,ā āwillā or āplansā and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: the Companyās substantial leverage; the effects of rising costs for and/or decreases in supply of the Companyās commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; the Companyās ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for the Companyās products and local economic and market conditions; the Companyās continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of the Company and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, such as the COVID-19 pandemic, may have on the Companyās business, including among other things, the Companyās supply chain, manufacturing operations or workforce and customer and consumer demand for the Companyās products; the Companyās ability to recruit and retain senior management and a highly skilled and diverse workforce at the Companyās corporate offices, manufacturing facilities and other locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the expansion of the Companyās business; the Companyās possible inability to identify new acquisitions or to integrate recent or future acquisitions or the Companyās failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions; the Companyās ability to successfully complete the integration of recent or future acquisitions into the Companyās enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the Infrastructure Investment and Jobs Act, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and future tax reform or legislation; the Companyās ability to access the credit markets and the Companyās borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of the Companyās competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on the Companyās international procurement, sales and operations; future impairments of the Companyās goodwill and intangible assets; the Companyās ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; the Companyās ability to successfully implement the Companyās sustainability initiatives and achieve the Companyās sustainability goals, and changes to environmental laws and regulations; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitorsā pricing practices and promotional spending levels; fluctuations in the level of the Companyās customersā inventories and credit and other business risks related to the Companyās customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of the Companyās third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt the Companyās supply of raw materials or certain finished goods products or injure the Companyās reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foodsā filings with the Securities and Exchange Commission, including under Item 1A, āRisk Factorsā in the Companyās most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts
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Media Relations:
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