B&G Foods, Inc. (NYSE:BGS) announced today the pricing of a
registered public offering of $500.0 million aggregate principal
amount of 5.25% senior notes due 2025 at a price to the public of
100% of their face value. The notes will be guaranteed on a senior
unsecured basis by certain subsidiaries of B&G Foods. The
offering is expected to close on April 3, 2017, subject to
customary closing conditions.
B&G Foods estimates that the net proceeds from the offering
will be approximately $493 million after deducting underwriting
discounts and other fees and expenses related to the offering.
B&G Foods intends to use the net proceeds of the offering to
repay all of the outstanding borrowings under B&G Foods’
revolving credit facility and all of the outstanding amounts due in
respect of B&G Foods’ tranche A term loans, and to pay
related fees and expenses. B&G Foods intends 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.
Barclays Capital Inc., BofA Merrill Lynch, RBC Capital Markets,
LLC, BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC
and Deutsche Bank Securities Inc. are acting as joint bookrunning
managers, and Citizens Capital Markets, Inc., Rabo Securities USA,
Inc. and TD Securities (USA) LLC are acting as a co-managers.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The offering is being made only by means of a
prospectus and the related prospectus supplement included as part
of an effective shelf registration statement previously filed with
the Securities and Exchange Commission.
Interested persons may obtain copies of the prospectus and the
related prospectus supplement from the Securities and Exchange
Commission’s website at www.sec.gov or by contacting any of the
joint bookrunning managers, including: Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, by emailing Barclaysprospectus@broadridge.com
or calling 888-603-5847; BofA Merrill Lynch, NC1-004-03-43, 200
North College Street, 3rd floor, Charlotte NC 28255-0001, Attn:
Prospectus Department, by emailing dg.prospectus_requests@baml.com;
RBC Capital Markets, LLC, RBC Capital Markets, LLC, 200
Vesey Street, 8th Floor, New York, NY 10281-8098, Attn: Attn: DCM
Transaction Management, by calling (866) 375-6829; BMO Capital
Markets Corp., 3 Times Square, New York, NY 10036, Attn: High Yield
Syndicate, by calling (212) 702-1882; Credit Suisse Securities
(USA) LLC, One Madison Avenue, New York, NY 10010, Attn: Prospectus
Department, by emailing newyork.prospectus@credit-suisse.com or
calling 1-800-221-1037; and Deutsche Bank Securities Inc., 60 Wall
Street, New York, New York 10005-2836, Attention: Prospectus Group,
by emailing prospectus.cpdg@db.com or calling telephone (800)
503-4611.
About B&G Foods, Inc.
B&G Foods and its subsidiaries manufacture, sell and
distribute a diversified portfolio of high-quality, branded
shelf-stable and frozen foods across the United States, Canada and
Puerto Rico. Based in Parsippany, New Jersey, B&G Foods’
products are marketed under many recognized brands, including
Ac’cent, B&G, B&M, Baker’s Joy, Bear Creek Country
Kitchens, Brer Rabbit, Canoleo, Cary’s, Cream of Rice,
Cream of Wheat, Devonsheer, Don Pepino, Durkee, Emeril’s,
Grandma’s Molasses, Green Giant, JJ Flats, Joan of Arc,
Las Palmas, Le Sueur, MacDonald’s, Mama Mary’s,
Maple Grove Farms, Molly McButter, Mrs. Dash,
New York Flatbreads, New York Style, Old London,
Original Tings, Ortega, Pirate’s Booty, Polaner,
Red Devil, Regina, Sa-són, Sclafani, Smart Puffs,
Spice Islands, Spring Tree, Sugar Twin, Tone’s,
Trappey’s, TrueNorth, Underwood, Vermont Maid, Victoria, Weber
and Wright’s. B&G Foods also sells and distributes
Static Guard, a household product brand.
Forward-Looking Statements
Statements in this press release that are not statements of
historical or current fact constitute “forward-looking statements.”
The forward-looking statements contained in this press release
include without limitation statements related to B&G Foods’
offer of senior notes and the use of proceeds of such offering.
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 “believes,” “belief,”
“expects,” “projects,” “intends,” “anticipates” or “plans” to be
uncertain and forward-looking. 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
Foods’ filings with the Securities and Exchange Commission,
including under Item 1A, “Risk Factors” in the Company’s 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.
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ICR, Inc.Investor Relations:Dara Dierks, 866-211-8151orMedia
Relations:Matt Lindberg, 203-682-8214
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