B&G Foods Announces Pricing of Term Loan B Facility
September 16 2019 - 4:19PM
Business Wire
B&G Foods, Inc. (NYSE:BGS) announced today the pricing of a
$450.0 million tranche B term loan facility under B&G Foods’
existing senior secured credit facility. As previously announced,
B&G Foods intends to use the proceeds of the new term loans,
together with the net proceeds of B&G Foods’ previously
announced offering of $550.0 million of 5.25% senior notes due
2027, to redeem all of B&G Foods’ outstanding 4.625% senior
notes due 2021, repay a portion of B&G Foods’ borrowings under
its revolving credit facility, pay related fees and expenses and
for general corporate purposes.
The tranche B term loan facility will be issued at a price equal
to 99.50% of its face value and will bear interest at a rate of
LIBOR plus 2.50%, with a 0.0% LIBOR floor and will have a seven
year maturity. The tranche B term loan facility is expected to
close on October 11, 2019, subject to customary closing
conditions.
Barclays, Deutsche Bank Securities, RBC Capital Markets, BofA
Merrill Lynch, BMO Capital Markets, Goldman Sachs & Co. LLC,
J.P. Morgan, and Credit Suisse are acting as joint lead arrangers
and bookrunners, and Capital One Securities, Citigroup, Citizens
Capital Markets, Rabo Securities and TD Securities are acting as
joint co-documentation agents.
This press release does not constitute a redemption notice with
respect to the 4.625% senior notes and shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the 5.25% senior notes 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 5.25% senior
notes 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.
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, 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’ proposed term loan
financing and senior notes offering and the use of proceeds of such
term loan financing and senior notes offering, including the
redemption of the 4.625% senior notes due 2021. 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,” “assumes,”
“could,” “should,” “estimates,” “potential,” “seek,” “predict,”
“may,” “will” or “plans” and similar references to future periods
to be uncertain and forward-looking. Factors that may affect actual
results include, without limitation: the Company’s substantial
leverage; the effects of rising costs for the Company’s raw
materials, packaging and ingredients; crude oil prices and their
impact on distribution, packaging and energy costs; the Company’s
ability to successfully implement sales price increases and cost
saving measures to offset any cost increases; intense competition,
changes in consumer preferences, demand for the Company’s products
and local economic and market conditions; the Company’s continued
ability to promote brand equity successfully, to anticipate and
respond to new consumer trends, to develop new products and
markets, to broaden brand portfolios in order to compete
effectively with lower priced products and in markets that are
consolidating at the retail and manufacturing levels and to improve
productivity; the risks associated with the expansion of the
Company’s business; the Company’s possible inability to identify
new acquisitions or to integrate recent or future acquisitions or
the Company’s failure to realize anticipated revenue enhancements,
cost savings or other synergies; tax reform and legislation,
including the effects of the U.S. Tax Cuts and Jobs Act; the
Company’s ability to access the credit markets and the Company’s
borrowing costs and credit ratings, which may be influenced by
credit markets generally and the credit ratings of the Company’s
competitors; unanticipated expenses, including, without limitation,
litigation or legal settlement expenses; the effects of currency
movements of the Canadian dollar and the Mexican peso as compared
to the U.S. dollar; the effects of international trade disputes,
tariffs, quotas, and other import or export restrictions on the
Company’s international procurement, sales and operations; future
impairments of the Company’s goodwill and intangible assets; the
Company’s ability to successfully implement a new enterprise
resource planning (ERP) system; the Company’s ability to protect
information systems against, or effectively respond to, a
cybersecurity incident or other disruption; the Company’s
sustainability initiatives and changes to environmental laws and
regulations; and other factors that affect the food industry
generally. 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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Investor Relations: ICR, Inc. Dara Dierks 866.211.8151
Media Relations: ICR, Inc. Matt Lindberg 203.682.8214
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