B&G Foods Enters Material Definitive Agreement

TL;DR

BG Foods just signed a big financial deal, need to see the details.

AI Summary

On July 12, 2024, B&G Foods, Inc. entered into a material definitive agreement related to a financial obligation. The company, incorporated in Delaware, filed this 8-K report on July 15, 2024, detailing the specifics of this obligation.

Why It Matters

This filing indicates a significant financial commitment or obligation for B&G Foods, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement, especially one involving financial obligations, carries inherent risks that need further examination of the agreement's terms.

Key Players & Entities

• B&G Foods, Inc. (company) — Registrant
• July 12, 2024 (date) — Date of earliest event reported
• July 15, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share BGS New York Stock Exchange
• $507.3 million — tanding under our credit agreement from $507.3 million to $450.0 million by replacing $507.3 m
• $450.0 million — credit agreement from $507.3 million to $450.0 million by replacing $507.3 million of outstand
• $507.3 million — million to $450.0 million by replacing $507.3 million of outstanding tranche B term loans wit
• $175.0 million — the refinancing, B&G Foods also prepaid $175.0 million aggregate principal amount of revolving
• $800.0 million — he senior secured credit agreement from $800.0 million to $475.0 million aggregate principal a
• $475.0 million — credit agreement from $800.0 million to $475.0 million aggregate principal amount, and extende
• $30.0 million — ed leverage ratio. As of July 12, 2024, $30.0 million aggregate principal amount of revolving
• $250.0 million — f our private offering of an additional $250.0 million aggregate principal amount of 8.000% se
• $799.3 million — of the tack-on offering, approximately $799.3 million of 8.000% senior secured notes due 2028

Filing Documents

• tm2419385d1_8k.htm (8-K) — 47KB
• tm2419385d1_ex10-1.htm (EX-10.1) — 1093KB
• tm2419385d1_ex99-1.htm (EX-99.1) — 18KB
• tm2419385d1_ex99-1img001.jpg (GRAPHIC) — 9KB
• 0001104659-24-079703.txt ( ) — 1583KB
• bgs-20240712.xsd (EX-101.SCH) — 3KB
• bgs-20240712_lab.xml (EX-101.LAB) — 33KB
• bgs-20240712_pre.xml (EX-101.PRE) — 22KB
• tm2419385d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The disclosure under Item 2.03 of this report relating to the amendment to B&G Foods' amended and restated credit agreement is incorporated in this Item 1.01 by reference.

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation. Amendment to Credit Agreement. On July 12, 2024, we refinanced and amended our amended and restated credit agreement, dated as of October 2, 2015, and previously amended on March 30, 2017, November 20, 2017, October 10, 2019, December 16, 2020, June 28, 2022, June 6, 2023, and September 22, 2023, among B&G Foods, as borrower, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent and collateral agent. In the remainder of this report, we refer to the amended and restated credit agreement as so amended, as our credit agreement. As part of the refinancing and together with a portion of the net proceeds of the tack-on offering of 8.000% senior secured notes due 2028 described below, we reduced the aggregate principal amount of tranche B term loans outstanding under our credit agreement from $507.3 million to $450.0 million by replacing $507.3 million of outstanding tranche B term loans with $450.0 million of new tranche B term loans. B&G Foods also extended the maturity date for the tranche B term loans from October 10, 2026 to October 10, 2029. The new tranche B term loans were issued at a price equal to 99.00% of their face value. The new tranche B term loans will bear interest based on alternative rates that B&G Foods may choose, including a base rate per annum plus an applicable margin of 2.50%, and SOFR plus an applicable margin of 3.50%. The new tranche B term loans are subject to amortization at the rate of 1% per year with the balance due and payable on the maturity date. As part of the refinancing, B&G Foods also prepaid $175.0 million aggregate principal amount of revolving credit loans with a portion of the proceeds of the tack-on offering, decreased the revolver capacity under the senior secured credit agreement from $800.0 million to $475.0 million aggregate principal amount, and extended the maturity da

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 4.1 Indenture, dated as of September 26, 2023, among B&G Foods, Inc., the Guarantors (as defined therein), and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent, relating to the 8.000% senior secured notes due 2028 (Filed as Exhibit 4.1 to B&G Foods' Current Report on Form 8-K filed on September 26, 2023, and incorporated by reference herein) 4.2 Form of 8.000% Senior Secured Notes due 2028 (included in Exhibit 4.1) 10.1 Eighth Amendment to Credit Agreement dated as of July 12, 2024, to the Amended and Restated Credit Agreement, dated as of October 2, 2015, as amended, among B&G Foods, Inc., as borrower, the subsidiaries of B&G Foods, Inc. from time to time party thereto as guarantors, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent for the lenders and as collateral agent for the secured parties 99.1 Press Release dated July 12, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL - 5 - 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: July 15, 2024 By: /s/ Scott E. Lerner Scott E. Lerner Executive Vice President, General Counsel and Secretary - 6 -

View Full Filing

View this 8-K filing on SEC EDGAR