B&G Foods Files 8-K: Material Agreement, Other Events

TL;DR

B&G Foods (BGS) filed an 8-K on June 27th, reporting a material definitive agreement and other events.

AI Summary

On June 27, 2024, B&G Foods, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Parsippany, New Jersey.

Why It Matters

This filing indicates significant corporate actions or agreements by B&G Foods, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: low — This is a standard 8-K filing reporting a material agreement and other events, not indicating immediate financial distress or significant negative news.

Key Numbers

• 001-32316 — SEC File Number (Identifies the specific SEC filing for B&G Foods, Inc.)
• 13-3918742 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• B&G Foods, Inc. (company) — Registrant
• June 27, 2024 (date) — Date of earliest event reported
• Parsippany, New Jersey (location) — Principal Executive Offices
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share BGS New York Stock Exchange
• $250.0 million — pricing of an offering of an additional $250.0 million aggregate principal amount of 8.000% se
• $100.0 m — announced aggregate principal amount of $100.0 million, is expected to close on July 12,
• $600.0 million — ur senior secured credit agreement from $600.0 million to $450.0 million aggregate principal a
• $450.0 million — credit agreement from $600.0 million to $450.0 million aggregate principal amount. The new se
• $247.3 million — from the offering will be approximately $247.3 million after deducting fees and expenses relat

Filing Documents

• tm2418260d2_8k.htm (8-K) — 32KB
• tm2418260d2_ex10-1.htm (EX-10.1) — 238KB
• tm2418260d2_ex99-1.htm (EX-99.1) — 17KB
• tm2418260d2_ex10-1img001.jpg (GRAPHIC) — 8KB
• tm2418260d2_ex99-1img001.jpg (GRAPHIC) — 9KB
• 0001104659-24-076349.txt ( ) — 538KB
• bgs-20240627.xsd (EX-101.SCH) — 3KB
• bgs-20240627_lab.xml (EX-101.LAB) — 33KB
• bgs-20240627_pre.xml (EX-101.PRE) — 22KB
• tm2418260d2_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

01. Other Events

Item 8.01. Other Events. On June 27, 2024, B&G Foods issued a press release announcing 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 our previously announced proposed amended tranche B term loans under our 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. We estimate that the net proceeds from the offering will be approximately $247.3 million after deducting fees and expenses related to the offering. We intend to use the proceeds of the offering

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Purchase Agreement, dated as of June 27, 2024, 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 June 27, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL - 3 - 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: June 28, 2024 By: /s/ Scott E. Lerner Scott E. Lerner Executive Vice President, General Counsel and Secretary - 4 -

View Full Filing

View this 8-K filing on SEC EDGAR