B&G Foods, Inc. Announces Proposed Tack-On Offering of $100.0 Million of 8.000% Senior Secured Notes Due 2028
June 26, 2024 at 08:44 am
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B&G Foods, Inc. announced its intention to offer, subject to market and other conditions, an additional $100.0 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 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 intends to use the proceeds of the offering to repay a portion of B&G Foods?
revolving credit loans under its senior secured credit agreement and pay related fees and expenses. However, there can be no assurances that the offering of the new senior secured notes will be completed as described herein or at all. The new senior secured notes and related guarantees will be 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 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.
B&G Foods, Inc. manufactures, sells and distributes branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. Its products include frozen and canned vegetables, vegetable, canola and other cooking oils, vegetable shortening, cooking sprays, oatmeal and other hot cereals, fruit spreads, canned meats and beans, bagel chips, spices, seasonings, hot sauces, wine vinegar, and other specialty products. It operates in four segments: Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions. Its products are marketed under various brands, including Ac'cent, B&G, B&M, Baker's Joy, Bear Creek Country Kitchens, Brer Rabbit, Canoleo, Cary's, Clabber Girl, Cream of Rice, Cream of Wheat, Crisco, Dash, Davis, Devonsheer, Don Pepino, Durkee, Grandma's Molasses, Green Giant, Joan of Arc, Las Palmas, Le Sueur, MacDonald's, Mama Mary's, Maple Grove Farms of Vermont, McCann's, Molly McButter, New York Flatbreads, New York Style, Old London, Polaner, and Wright's.
B&G FOODS, INC. 
