Current Report Filing (8-k)
March 29 2017 - 8:58AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 29, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
March 29, 2017
B&G Foods, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
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001-32316
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13-3918742
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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Four Gatehall Drive, Parsippany, New Jersey
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07054
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (
973) 401-6500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On
March
29,
2017,
B&G
Foods
announced
its
intention
to
offer,
subject
to
market
and
other
conditions,
$500.0
million
aggregate
principal
amount
of
senior
notes
due
2025,
pursuant
to
an
effective
shelf
registration
statement
previously
filed
with
the
Securities
and
Exchange
Commission.
The
notes
will
be
guaranteed
on
a
senior
unsecured
basis
by
certain
subsidiaries
of
B&G
Foods.
We intend to use the proceeds of the offering to repay all of the outstanding borrowings under our revolving credit facility and all of the outstanding amounts due in respect of our tranche A term loans, and to pay related fees and expenses. We intend to use any remaining net proceeds for general corporate purposes, which could include, among other things, repayment of other long term debt or possible acquisitions. However, there can be no assurances that the offering of the notes will be completed as described herein or at all.
A copy of the press release announcing the foregoing, which is attached to this report as Exhibit 99.1, is incorporated by reference herein and is furnished pursuant to Item 7.01, Regulation FD Disclosure.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
99.1
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Press Release dated March 29, 2017
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2
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.
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B&G FOODS, INC.
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Dated: March 29, 2017
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By:
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/s/ Scott E. Lerner
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Scott E. Lerner
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Executive Vice President,
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General Counsel and Secretary
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3
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