0001278027 false 0001278027 2020-12-02 2020-12-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

As filed with the Securities and Exchange Commission on December 2, 2020

 

 

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):  December 2, 2020

 

  B&G Foods, Inc.  
(Exact name of Registrant as specified in its charter)

 

Delaware   001-32316   13-3918742
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

Four Gatehall Drive, Parsippany,New Jersey   07054
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  (973) 401-6500

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.01 per share BGS New York Stock Exchange

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

  

 

 

 

Item 7.01. Regulation FD Disclosure. 

Item 8.01. Other Events.

 

On December 2, 2020, B&G Foods issued a press release announcing that we intend to refinance existing revolving loans with additional tranche B term loans under our senior secured credit facility. We also plan to increase the revolver capacity and extend the maturity date of our revolving credit facility.

 

On December 2, 2020, B&G Foods will be making a slide presentation to prospective lenders in connection with the refinancing.

 

A copy of the press release is attached to this report as Exhibit 99.1 and a copy of the slide presentation is attached to this report as Exhibit 99.2. The information contained in Exhibits 99.1 and 99.2 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 Press Release dated December 2, 2020, furnished pursuant to Item 7.01
99.2 Lender Presentation dated December 2, 2020, furnished pursuant to Item 7.01
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

- 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.

 

  B&G FOODS, INC.
   
   
Dated:  December 2, 2020 By: /s/ Scott E. Lerner
    Scott E. Lerner
    Executive Vice President,
    General Counsel and Secretary

 

- 3 -