B&G Foods, Inc. (NYSE: BGS) announced today its intention to
offer, subject to market and other conditions, an additional $100.0
million aggregate principal amount of 8.000% senior secured notes
due 2028 in a transaction exempt from registration under the
Securities Act of 1933, as amended.
The new senior secured notes will constitute an additional
issuance of senior secured notes under the indenture, dated as of
September 26, 2023, governing the previously issued 8.000% senior
secured notes due 2028.
The new senior secured notes will be guaranteed on a senior
secured basis by certain domestic subsidiaries of B&G Foods
(that guarantee B&G Foods’ existing senior secured credit
agreement, existing senior secured notes and existing senior
unsecured notes). The new senior secured notes will be secured by a
first-priority security interest in certain collateral, which
generally includes most of B&G Foods’ and the guarantors’ right
or interest in or to property of any kind, except for real property
and certain intangible assets, and which collateral also secures
B&G Foods’ existing senior secured credit agreement and
existing senior secured notes on a pari passu basis.
B&G Foods intends to use the proceeds of the offering to
repay a portion of B&G Foods’ revolving credit loans under its
senior secured credit agreement and pay related fees and expenses.
However, there can be no assurances that the offering of the new
senior secured notes will be completed as described herein or at
all.
The new senior secured notes and related guarantees will be
offered only to persons reasonably believed to be qualified
institutional buyers in reliance on an exemption from registration
pursuant to Rule 144A under the Securities Act, and to certain
non-U.S. persons in transactions outside of the United States in
reliance on Regulation S under the Securities Act. The new senior
secured notes and the related guarantees have not been and will not
be registered under the Securities Act, any state securities laws
or the securities laws of any other jurisdiction. Accordingly, the
new senior secured notes and the related guarantees may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable securities laws of any state or
other jurisdiction.
This press release is for informational purposes only and does
not constitute an offer to sell or a solicitation of an offer to
buy the new senior secured notes and the related guarantees, nor
shall there be any sale of the new senior secured notes and the
related guarantees in any state or jurisdiction in which the offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
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 B&G, B&M, Bear Creek,
Cream of Wheat, Crisco, Dash, Green Giant, Las Palmas, Le Sueur,
Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner,
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’
intention to offer additional 8.000% senior secured notes due 2028
and the use of proceeds of the 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,” “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 and/or decreases in
supply of the Company’s commodities, ingredients, packaging, other
raw materials, distribution and labor; 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 ability of the Company and its supply chain
partners to continue to operate manufacturing facilities,
distribution centers and other work locations without material
disruption, and to procure ingredients, packaging and other raw
materials when needed despite disruptions in the supply chain or
labor shortages; the impact pandemics or disease outbreaks, such as
the COVID-19 pandemic, may have on the Company’s business,
including among other things, the Company’s supply chain,
manufacturing operations or workforce and customer and consumer
demand for the Company’s products; the Company’s ability to recruit
and retain senior management and a highly skilled and diverse
workforce at the Company’s corporate offices, manufacturing
facilities and other locations despite a very tight labor market
and changing employee expectations as to fair compensation, an
inclusive and diverse workplace, flexible working and other
matters; 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 from recent or future acquisitions; the
Company’s ability to successfully complete the integration of
recent or future acquisitions into the Company’s enterprise
resource planning (ERP) system; tax reform and legislation,
including the effects of the Infrastructure Investment and Jobs
Act, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and future
tax reform or legislation; 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 protect information systems against, or effectively
respond to, a cybersecurity incident, other disruption or data
leak; the Company’s ability to successfully implement the Company’s
sustainability initiatives and achieve the Company’s sustainability
goals, and changes to environmental laws and regulations; and other
factors that affect the food industry generally, including: recalls
if products become adulterated or misbranded, liability if product
consumption causes injury, ingredient disclosure and labeling laws
and regulations and the possibility that consumers could lose
confidence in the safety and quality of certain food products;
competitors’ pricing practices and promotional spending levels;
fluctuations in the level of the Company’s customers’ inventories
and credit and other business risks related to the Company’s
customers operating in a challenging economic and competitive
environment; and the risks associated with third-party suppliers
and co-packers, including the risk that any failure by one or more
of the Company’s third-party suppliers or co-packers to comply with
food safety or other laws and regulations may disrupt the Company’s
supply of raw materials or certain finished goods products or
injure the Company’s reputation. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240625024631/en/
Investor Relations: ICR, Inc. Dara Dierks 866.211.8151
Media Relations: ICR, Inc. Matt Lindberg 203.682.8214
Grafico Azioni B and G Foods (NYSE:BGS)
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