Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 08 2017 - 5:31PM
Edgar (US Regulatory)
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Free Writing Prospectus
(To the Preliminary Prospectus Supplement dated November 8, 2017)
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Filed Pursuant to Rule 433
Registration No. 333-212975
November 8, 2017
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Pricing Term Sheet
5.25% Senior Notes Due 2025
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Issuer:
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B&G Foods, Inc.
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Title of Securities:
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5.25% Senior Notes due 2025
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Aggregate Principal Amount:
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$400,000,000
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Maturity:
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April 1, 2025
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Coupon:
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5.25%
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Price to Public:
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101.000%, plus accrued interest from October 1, 2017
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Yield to Maturity:
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5.084%
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Yield to Worst:
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5.034%
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Spread to Benchmark Treasury:
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+283 basis points
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Benchmark Treasury:
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UST 2.00% due February 15, 2025
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Interest Payment Dates:
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April 1 and October 1, commencing April 1, 2018
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Record Dates:
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March 15 and September 15
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Make-whole call:
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At any time prior to April 1, 2020, at a discount rate equal to the “Treasury Rate” (as defined in the prospectus) plus 50 basis points
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Optional Redemption:
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On or after the following dates and at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the notes redeemed:
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Date
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Percentage
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April 1, 2020
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103.9375
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%
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April 1, 2021
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102.6250
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%
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April 1, 2022
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101.3125
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%
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April 1, 2023
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100.0000
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%
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Optional Redemption with Equity Proceeds:
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Up to 40% at 105.25% prior to April 1, 2020
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Change of Control:
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101% plus accrued and unpaid interest, if any
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Trade Date:
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November 8, 2017
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Settlement Date:
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November 20, 2017 (T+8).
We expect that delivery of the new notes will be made to investors on or about November 20, 2017, which will be the 8
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business day following the date of this prospectus supplement (such settlement being referred to as “T+8”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade new notes prior to the 5
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business day before the delivery of the new notes hereunder will be required, by virtue of the fact that the new notes initially settle in T+8, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the new notes who wish to trade the new notes prior to their date of delivery hereunder should consult their advisors.
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CUSIP / ISIN:
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05508R AE6 / US05508RAE62
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Ratings:*
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B2 (Moody’s) / B+ (S&P)
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Gross Spread:
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1.250%
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Joint Bookrunning Managers:
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Barclays Capital Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
RBC Capital Markets, LLC
BMO Capital Markets Corp.
Credit Suisse Securities (USA) LLC
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2
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Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
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Co-Managers:
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Citizens Capital Markets, Inc.
Rabo Securities USA, Inc.
TD Securities (USA) LLC
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Changes to the Preliminary Prospectus Supplement
The aggregate principal amount of new notes offered hereby has been increased to $400 million from $350 million. The Issuer intends to use the additional net proceeds from the increase in the size of the offering for general corporate purposes, which could include, among other things, repayment of other long term debt or possible acquisitions. The sections of the Preliminary Prospectus Supplement entitled “Summary—Summary of the Offering,” “Use of Proceeds,” “Capitalization” and “Description of Notes” are deemed to be modified accordingly.
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system.
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