B&G Foods, Inc. (NYSE:BGS) announced today the pricing of a
registered public offering of $400.0 million aggregate principal
amount of 5.25% senior notes due 2025 at a price to the public of
101% of their face value. The offering has been upsized from the
previously announced amount of $350.0 million. The Notes will be
issued as additional notes under the same indenture as B&G
Foods’ 5.25% senior notes due 2025 that were originally issued on
April 3, 2017 and, as such, will form a single series and trade
interchangeably with such previously issued notes. The notes will
be guaranteed on a senior unsecured basis by certain subsidiaries
of B&G Foods. The offering is expected to close on November 20,
2017, subject to customary closing conditions.
B&G Foods estimates that the net proceeds from the offering
will be approximately $398 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 to pay related fees and expenses.
B&G Foods intends to use the 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,
Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P.
Morgan 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, 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;
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; Goldman
Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street,
New York, NY 10282, telephone:(866) 471-2526, facsimile:
212-902-9316, e-mail: prospectusgroup-ny@ny.email.gs.com; and J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, toll-free: (866)
803-9204.
About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its
subsidiaries manufacture, sell and distribute high-quality, branded
shelf-stable and frozen foods across the United States, Canada and
Puerto Rico. With B&G Foods’ diverse portfolio of more
than 50 brands you know and love, including Back to Nature,
B&G, B&M, Cream of Wheat, Green Giant, Las Palmas,
Le Sueur, Mama Mary’s, Maple Grove Farms,
Mrs. Dash, New York Style, Ortega,
Pirate’s Booty, Polaner, SnackWell’s, Spice Islands and
Victoria, there’s a little something for everyone.
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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