BGS B and G Foods Inc

Issuer:

B&G Foods, Inc.

Title of Securities:

5.25% Senior Notes due 2027

Aggregate Principal Amount:

$550,000,000

Maturity:

September 15, 2027

Coupon:

5.25%

Price to Public:

100.000%

Yield to Maturity:

5.25%

Spread to Benchmark Treasury:

351 basis points

Benchmark Treasury:

UST 2.875% due August 15, 2027

Interest Payment Dates:

March 15 and September 15, commencing March 15, 2020

Record Dates:

March 1 and September 1

Make-whole call:

At any time prior to March 1, 2022, at a discount rate equal to the “Treasury Rate” (as defined in the prospectus) plus 50 basis points

Optional Redemption:

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:

Date

Percentage

March 1, 2022

103.938

%

March 1, 2023

102.625

%

March 1, 2024

101.313

%

March 1, 2025

100.000

%

Optional Redemption with Equity Proceeds:

Up to 40% at 105.25% prior to March 1, 2022

Change of Control:

101% plus accrued and unpaid interest, if any

Trade Date:

September 12, 2019

Settlement Date:

September 26, 2019 (T+10)

We expect that delivery of the notes will be made to investors on or about September 26, 2019, which will be the tenth business day following the date hereof (such settlement being referred to as “T+10”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof or the next succeeding seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof or the next succeeding seven business days should consult their own advisors.

CUSIP / ISIN:

05508WAB1 / US05508WAB19

Ratings:*

B2 (Moody’s) / B+ (S&P)

Gross Spread:

1.125%

Joint Bookrunning Managers:

Barclays Capital Inc.
Deutsche Bank Securities Inc.
RBC Capital Markets, LLC
BofA Securities, Inc.
BMO Capital Markets Corp.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Credit Suisse Securities (USA) LLC

Co-Managers:

Capital One Securities, Inc.
Citigroup Global Markets Inc.
Citizens Capital Markets, Inc.
Rabo Securities USA, Inc.
TD Securities (USA) LLC

Change in Size of Offering:

The total offering size has been increased from $450 million to $550 million, which represents an increase of $100 million from the amount reflected in the Preliminary Prospectus Supplement. See “Changes to the Preliminary Prospectus Supplement” below.

Offering Size and Use of Proceeds:

The total offering size has been increased from $450 million to $550 million, which represents an increase of $100 million from the amount reflected in the Preliminary Prospectus Supplement. We intend to use the net proceeds from this offering, together with the proceeds of the new term loan borrowings under our senior secured credit facility, (1) to redeem all of the outstanding 2021 notes, (2) to repay certain borrowings under our revolving credit facility, (3) to pay related fees and expenses and (4) for general corporate purposes.