Form 8-K - Current report

As filed with the Securities and Exchange Commission on July 15, 2024

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): July 12, 2024

	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 1.01. Entry into a Material Definitive Agreement.

The disclosure under Item 2.03 of this report relating to the amendment to B&G Foods’ amended and restated credit agreement is incorporated in this Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation.

Amendment to Credit Agreement. On July 12, 2024, we refinanced and amended our amended and restated credit agreement, dated as of October 2, 2015, and previously amended on March 30, 2017, November 20, 2017, October 10, 2019, December 16, 2020, June 28, 2022, June 6, 2023, and September 22, 2023, among B&G Foods, as borrower, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent and collateral agent. In the remainder of this report, we refer to the amended and restated credit agreement as so amended, as our credit agreement.

As part of the refinancing and together with a portion of the net proceeds of the tack-on offering of 8.000% senior secured notes due 2028 described below, we reduced the aggregate principal amount of tranche B term loans outstanding under our credit agreement from $507.3 million to $450.0 million by replacing $507.3 million of outstanding tranche B term loans with $450.0 million of new tranche B term loans. B&G Foods also extended the maturity date for the tranche B term loans from October 10, 2026 to October 10, 2029. The new tranche B term loans were issued at a price equal to 99.00% of their face value. The new tranche B term loans will bear interest based on alternative rates that B&G Foods may choose, including a base rate per annum plus an applicable margin of 2.50%, and SOFR plus an applicable margin of 3.50%. The new tranche B term loans are subject to amortization at the rate of 1% per year with the balance due and payable on the maturity date.

As part of the refinancing, B&G Foods also prepaid $175.0 million aggregate principal amount of revolving credit loans with a portion of the proceeds of the tack-on offering, decreased the revolver capacity under the senior secured credit agreement from $800.0 million to $475.0 million aggregate principal amount, and extended the maturity date of its revolving credit facility from December 16, 2025 to December 16, 2028. Following the refinancing, interest under the revolving credit facility, including any outstanding letters of credit, will be determined based on alternative rates that B&G Foods may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 0.50% to 1.00%, and SOFR plus an applicable margin ranging from 1.50% to 2.00%, in each case depending on B&G Foods’ consolidated leverage ratio. As of July 12, 2024, $30.0 million aggregate principal amount of revolving credit loans remain outstanding.

If we prepay all or any portion of the new tranche B term loans within six months of the funding of the new tranche B term loans in connection with a financing that has a lower interest rate or weighted average yield than the new tranche B term loans, we will owe a repayment fee equal to 1% of the amount prepaid. Otherwise, we may prepay the term loans or revolving loans at any time without premium or penalty (other than customary “breakage” costs with respect to the early termination of SOFR loans). Subject to certain exceptions, the credit agreement provides for mandatory prepayment upon certain asset dispositions or casualty events and issuances of indebtedness.

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Our obligations under the credit agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries (other than a domestic subsidiary that is a holding company for one or more foreign subsidiaries). The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property. The credit agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting our ability to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens.

The credit agreement also contains certain financial maintenance covenants, which, among other things, specify a maximum consolidated leverage ratio and a minimum interest coverage ratio, each ratio as defined in the credit agreement. The credit agreement provides that our maximum consolidated leverage ratio (defined as the ratio, determined on a pro forma basis, of our consolidated net debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA (as defined in the credit agreement) before share-based compensation for such period), is 7.00 to 1.00. We are also required to maintain a consolidated interest coverage ratio (defined as the ratio, determined on a pro forma basis, of our adjusted EBITDA (before share-based compensation) for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of at least 1.75 to 1.00.

The credit agreement also provides for an incremental term loan and revolving loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide unlimited additional amounts of term loans or revolving loans or both on terms substantially consistent with those provided under the credit agreement. Among other things, the utilization of the incremental facility is conditioned on our ability to meet a maximum senior secured leverage ratio of 4.00 to 1.00, and a sufficient number of lenders or new lenders agreeing to participate in the facility.

In the ordinary course of business, certain of the lenders of the tranche B term loans and their respective affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with B&G Foods and our affiliates for which they have in the past received, and may in the future receive, customary fees.

The description above is only a summary of the material provisions of the amendment and is qualified in its entirety by reference to the full text of the amendment, including the credit agreement attached as an exhibit to the amendment, which is filed as Exhibit 10.1 to this report and incorporated by reference herein.

Closing of Tack-on Senior Secured Notes Offering. On July 12, 2024, B&G Foods issued a press release announcing the closing of our private offering of an additional $250.0 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 8.000% senior secured notes due 2028 constitute an additional issuance of 8.000% senior secured notes due 2028 under the indenture, dated as of September 26, 2023, governing the previously issued 8.000% senior secured notes due 2028. The 8.000% senior secured notes due 2028 were issued at a price of 100.5%, plus accrued and unpaid interest from March 15, 2024 to, but excluding, July 12, 2024. Following completion of the tack-on offering, approximately $799.3 million of 8.000% senior secured notes due 2028 are outstanding.

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We used the proceeds of the tack-on offering to repay a portion of our tranche B term loans and revolving credit loans under our credit agreement and to pay related fees and expenses.

Interest on the our 8.000% senior secured notes due 2028 is payable on March 15 and September 15 of each year. The 8.000% senior secured notes due 2028 will mature on September 15, 2028, unless earlier retired or redeemed as described below.

We may redeem some or all of the 8.000% senior secured notes due 2028 at a redemption price of 104.000% of the principal amount beginning September 15, 2025, and thereafter at prices declining annually to 102.000% on or after September 15, 2026 and 100.000% on or after September 15, 2027, in each case plus accrued and unpaid interest to (but not including) the date of redemption. We may redeem up to 40% of the aggregate principal amount of the 8.000% senior secured notes due 2028 prior to September 15, 2025 at a redemption price of 108.000% plus accrued and unpaid interest to (but not including) the date of redemption with the net proceeds from certain equity offerings. We may also redeem some or all of the 8.000% senior secured notes due 2028 at any time prior to September 15, 2025 at a redemption price equal to the “make-whole amount” set forth in the indenture plus accrued and unpaid interest to (but not including) the date of redemption. In addition, if B&G Foods undergoes a change of control, we may be required to offer to repurchase the 8.000% senior secured notes due 2028 at 101.000% of the aggregate principal amount, plus accrued and unpaid interest to (but not including) the date of repurchase. Upon certain asset dispositions we may be required to offer to purchase a portion of the 8.000% senior secured notes due 2028 at 100.00% of the aggregate principal amount, plus accrued and unpaid interest to (but not including) the date of repurchase.

We may also, from time to time, seek to retire the 8.000% senior secured notes due 2028 through cash repurchases of the 8.000% senior secured notes due 2028 and/or exchanges of the 8.000% senior secured notes due 2028 for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

The 8.000% senior secured notes due 2028 are our senior secured obligations and are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries). The 8.000% senior secured notes due 2028 notes have the same guarantors as our credit agreement. The 8.000% senior secured notes due 2028 and the related guarantees are secured by, subject to permitted liens, first-priority security interests in certain collateral (which generally includes most of our and our guarantors’ right or interest in or to property of any kind, except for our and our guarantors’ real property and certain intangible assets), which assets also secure (and will continue to secure) our credit agreement on a pari passu basis. Pursuant to the terms of the indenture, the related collateral agreement and the intercreditor agreement, the 8.000% senior secured notes due 2028 notes and the guarantees rank (1) pari passu (equally and ratably) in right of payment to all of our and the guarantors’ existing and future senior debt, including existing and future senior debt under our existing or any future senior secured credit agreement (including the term loan borrowings under our existing senior secured credit facility, any obligations under our existing revolving credit facility and all other borrowings and obligations under our credit agreement), (2) effectively senior in right of payment to our and such guarantors’ existing and future senior unsecured debt, including our 5.25% senior notes due 2025 and 5.25% senior notes due 2027 to the extent of the value of the collateral, (3) effectively junior to our and the guarantors’ future secured debt, secured by assets that do not constitute collateral, to the extent of the value of the collateral securing such debt, (4) senior in right of payment to our and such guarantors’ other existing and future subordinated debt and (5) structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 8.000% senior secured notes due 2028.

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The indenture governing the 8.000% senior secured notes due 2028 contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; creation of certain liens; certain sale-leaseback transactions; certain asset sales; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications.

The description above is only a summary of the material provisions of the indenture and the 8.000% senior secured notes due 2028, and is qualified in its entirety by reference to the full text of the indenture and the 8.000% senior secured notes due 2028, which are filed as Exhibits 4.1 and 4.2, respectively, to this report and are incorporated herein by reference.

A copy of the press release announcing the closing of the credit agreement refinancing and the tack-on offering is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

	4.1	Indenture, dated as of September 26, 2023, among B&G Foods, Inc., the Guarantors (as defined therein), and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent, relating to the 8.000% senior secured notes due 2028 (Filed as Exhibit 4.1 to B&G Foods’ Current Report on Form 8-K filed on September 26, 2023, and incorporated by reference herein)
	4.2	Form of 8.000% Senior Secured Notes due 2028 (included in Exhibit 4.1)
	10.1	Eighth Amendment to Credit Agreement dated as of July 12, 2024, to the Amended and Restated Credit Agreement, dated as of October 2, 2015, as amended, among B&G Foods, Inc., as borrower, the subsidiaries of B&G Foods, Inc. from time to time party thereto as guarantors, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent for the lenders and as collateral agent for the secured parties
	99.1	Press Release dated July 12, 2024
	104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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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: July 15, 2024	By:	/s/ Scott E. Lerner
		Scott E. Lerner
		Executive Vice President, General Counsel and Secretary

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Exhibit 10.1

Execution Version

EIGHTH AMENDMENT TO CREDIT AGREEMENT

This EIGHTH AMENDMENT to the Credit Agreement referred to below, dated as of July 12, 2024 (this “Eighth Amendment”) by and among B&G FOODS, INC., a Delaware corporation, as borrower (the “Borrower”), and each of B&G FOODS NORTH AMERICA, INC., a Delaware corporation (“B&GNA”), B&G FOODS SNACKS, INC., a Delaware corporation (“B&GS”), BEAR CREEK COUNTRY KITCHENS, LLC, a Delaware limited liability company (“Bear Creek”), CLABBER GIRL CORPORATION, an Indiana corporation (“CG”), WILLIAM UNDERWOOD COMPANY, a Massachusetts business trust (“WUC”), SPARTAN FOODS OF AMERICA, INC., a Delaware corporation (“Spartan Foods”), and VICTORIA FINE FOODS, LLC, a Delaware limited liability company (“Victoria”) (B&GNA, B&GS, Bear Creek, CG, WUC, Spartan Foods and Victoria, collectively, the “Guarantors”), the Lenders party hereto, and BARCLAYS BANK PLC (“Barclays”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”). Capitalized terms not otherwise defined in this Eighth Amendment have the same meanings as specified in the Credit Agreement (as defined below), as amended by this Eighth Amendment.

RECITALS

WHEREAS, the Borrower, the several Lenders (as defined in the Credit Agreement) from time to time parties thereto and the Administrative Agent, have entered into that certain Amended and Restated Credit Agreement, dated as of October 2, 2015 (together with all exhibits and schedules attached thereto, as amended by the First Amendment to Credit Agreement, dated as of March 30, 2017, by the Second Amendment to Credit Agreement, dated as of November 20, 2017, by the Third Amendment to Credit Agreement, dated as of October 10, 2019, by the Fourth Amendment to Credit Agreement, dated as of December 16, 2020, by the Fifth Amendment to Credit Agreement, dated as of June 28, 2022, by the Sixth Amendment to Credit Agreement, dated as of June 6, 2023, by the Seventh Amendment to Credit Agreement, dated as of September 22, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” as amended by this Eighth Amendment, the “Amended Credit Agreement”);

WHEREAS, the Borrower wishes to obtain term loans in an aggregate principal amount of $450,000,000 (the “Tranche B-5 Term Loan Commitments”, and any Loans made thereunder, the “Tranche B-5 Term Loans”) and which shall be provided by the institutions listed on Schedule I hereto as Tranche B-5 Term Loan Lenders party hereto (the “Tranche B-5 Term Loan Lenders”) and effective on the Eighth Amendment Effective Date pursuant to the terms and subject to the conditions hereof, to refinance, together with cash in hand, in full the Tranche B-4 Term Loans under the Credit Agreement outstanding on the Eighth Amendment Effective Date (as defined below) together with accrued interest thereon and for other general corporate purposes;

WHEREAS, each existing Tranche B-4 Term Loan Lender that executes and delivers a consent in the form of the Lender Consent attached to the Election Notice Memorandum (as defined in the Cashless Roll Letter (as defined below)) posted to the Lenders (a “Lender Consent”) will be deemed (i) to have agreed to the terms of this Amendment and the Amended Credit Agreement, (ii) to have agreed to exchange (as further described in the Lender Consent) the Allocated Amount (as defined in the Cashless Settlement of Existing Term Loans letter (the “Cashless Roll Letter”) by and among the Borrowers and the Administrative Agent) of its existing Tranche B-4 Term Loans for Tranche B-5 Term Loans (as defined below) in equal principal amount, (iii) on the Eighth Amendment Effective Date, to have exchanged (as described in the Lender Consent) the Allocated Amount of its existing Tranche B-4 Term Loans for Tranche B-5 Term Loans in equal principal amount, which will be effectuated either by exercising a cash-less exchange option or through a cash settlement option selected by such Lender in its Lender Consent and (iv) on and after the Eighth Amendment Effective Date become a Tranche B-5 Term Loan Lender;

WHEREAS, the Borrower has provided a notice of reduction of the Revolving Credit Commitments from $800,000,000 to an aggregate principal amount to $475,000,000;

WHEREAS, the Borrower has requested to convert all Revolving Credit Commitments of any Revolving Credit Lender into Extended Revolving Credit Commitments with the terms set forth in the Amended Credit Agreement. Each Revolving Credit Lender under the Credit Agreement immediately prior to the Eighth Amendment Effective Date (collectively, the “Existing Revolving Lenders”) that executes and delivers a signature page to this Fourth Amendment in the form attached hereto as Exhibit A (a “Revolving Lender Consent”) (the “Consenting Revolving Lenders”) will be deemed (i) to have irrevocably agreed and consented to the terms of this Eighth Amendment and the Amended Credit Agreement and (ii) to have irrevocably agreed to convert its Revolving Credit Commitments into Eighth Amendment Revolving Credit Commitments as set forth in the Amended Credit Agreement in the amount set forth on Schedule II next to such Revolving Credit Lender’s name on the Eighth Amendment Effective Date, on the terms and subject to the conditions as set forth herein;

WHEREAS, each Existing Revolving Lender that fails to execute and return a Revolving Lender Consent (each, a “Non-Consenting Lender”) shall assign and delegate, without recourse, all of its interests, rights and obligations under the Credit Agreement to the applicable Replacement Lenders who shall assume such obligations pursuant to a Master Assignment and Assumption Agreement in the form attached hereto as Exhibit B (the “Assignment and Assumption”) as further set forth in this Eighth Amendment;

WHEREAS, the Borrower has requested that the Credit Agreement be amended to, among other things, reflect the incurrence of, and the terms of, the Tranche B-5 Term Loans, extend the maturity date of the Revolving Credit Facility, and modify other provisions of the Credit Agreement on terms and conditions set forth in this Amendment and the Amended Credit Agreement; and

WHEREAS, each Guarantor expects to realize, or has realized, substantial direct and indirect benefits as a result of this Eighth Amendment becoming effective and the consummation of the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I

TRANCHE B-5 TERM LOANS

Section 1.1     Subject solely to the satisfaction of the conditions precedent set forth in Article IV hereof, on and as of the Eighth Amendment Effective Date:

(a)            Each Tranche B-5 Term Loan Lender severally agrees to make Tranche B-5 Term Loans in a principal amount not to exceed its Tranche B-5 Term Loan Commitment (including though such Consenting Term Lenders’ agreement to exchange its existing Tranche B-4 Term Loans for Tranche B-5 Term Loans either through a cashless rollover or a cash settlement, as selected in such Lender’s Lender Consent, to Tranche B-5 Term Loans). Amounts repaid in respect of the Tranche B-5 Term Loans may not be reborrowed. The Tranche B-5 Term Loan Commitments will terminate in full upon the making of the Tranche B-5 Term Loans referred to herein.

(b)            This Amendment shall constitute the notice of prepayment of the Tranche B-4 Term Loans in accordance with the Credit Agreement.

(c)            The proceeds of the Tranche B-5 Term Loans shall be used to refinance in full the Tranche B-4 Term Loans outstanding on the Eighth Amendment Effective Date (including the aggregate principal amount of the Tranche B-4 Term Loans of each Lender that are not exchanged pursuant to Section 1.1(a)) together with accrued interest thereof, pay fees and expenses in connection therewith and for other general corporate purposes.

Article II

revolving credit commitments

Section 2.1     Subject solely to the satisfaction of the conditions precedent set forth in Article IV hereof, on and as of the Eighth Amendment Effective Date:

(a)            Consenting Lenders. Each Consenting Revolving Lender hereby (i) consents and agrees to this Eighth Amendment and the Amended Credit Agreement, (ii) irrevocably agrees to convert its Revolving Credit Commitments into Revolving Credit Commitments as set forth in the Amended Credit Agreement in the amount set forth on Schedule II next to such Consenting Revolving Lender’s name on the Eighth Amendment Effective Date, on the terms and subject to the conditions set forth in the Eighth Amendment and (iii) acknowledges and confirms, and consents to any reallocation as necessary of, its Revolving Credit Commitments in an aggregate principal amount set forth on Schedule II hereto, which Revolving Credit Commitments will replace and terminate the Revolving Credit Commitments existing immediately prior to the Eighth Amendment Effective Date.

(b)            Non-Consenting Lenders. The Borrower hereby gives notice to each Non- Consenting Lender that, upon receipt of Revolving Lender Consents, if such Non-Consenting Lender has not executed and delivered a Revolving Lender Consent, such Non-Consenting Lender shall execute or be deemed to have executed a counterpart of the Assignment and Assumption and shall in accordance therewith sell its existing Revolving Credit Loans and Revolving Credit Commitments as specified in the Assignment and Assumption. Pursuant to the Assignment and Assumption, each Non-Consenting Lender shall sell and assign the principal amount of its existing Revolving Credit Loans and Revolving Credit Commitments as set forth in the Assignment and Assumption, as such Assignment and Assumption is completed by the Administrative Agent on or prior to the Eighth Amendment Effective Date, to the applicable assignee(s) as set forth in the Assignment and Assumption (in such capacity, each a “Replacement Lender”) under such Assignment and Assumption, solely upon the consent and acceptance by the Replacement Lenders. The Replacement Lenders shall be deemed to have consented to this Eighth Amendment with respect to such purchased Revolving Credit Loans and Revolving Credit Commitments at the time of such assignment, as reflected on Schedule II hereto.

(c)            Revolving Lenders. Each Consenting Revolving Lender and Replacement Lender executing a consent to this Eighth Amendment or an Assignment and Assumption, as applicable, (i) hereby consents and agrees to this Eighth Amendment and the Amended Credit Agreement, (ii) hereby commits to make Revolving Credit Commitments in the amount set forth next to such Revolving Credit Lender’s name on Schedule II attached hereto and (iii) upon the Eighth Amendment Effective Date, shall make such Revolving Credit Commitments to the Borrower. The Commitments of the Consenting Revolving Lenders and the Commitments of the Replacement Lenders (after giving effect to the assignments from Non-Consenting Lenders as contemplated by this Eighth Amendment) shall collectively constitute one and the same “tranche” of Commitments under the Amended Credit Agreement, and the aggregate amount of such Revolving Credit Commitments is $475,000,000. Each Revolving Credit Lender that is not already party to the Credit Agreement hereby acknowledges, agrees and confirms, by its execution of this Eighth Amendment, that such Revolving Credit Lender, as of the Eighth Amendment Effective Date, will be a party to the Amended Credit Agreement and the other Loan Documents and be bound by the provisions of the Amended Credit Agreement and the other Loan Documents and, to the extent of its Aggregate Exposure Percentage, have the rights and obligations of a Lender thereunder.

(d)            Following the Eighth Amendment Effective Date, each reference to “Revolving Credit Facility”, “Revolving Credit Loans” and “Revolving Credit Commitments” in the Loan Documents shall be deemed to be the Revolving Credit Facility, Revolving Credit Loans and Revolving Credit Commitments, respectively, as established pursuant to this Eighth Amendment, and each reference to “Revolving Credit Lenders” and “Lenders” in the Loan Documents shall include the Consenting Revolving Lenders party hereto and the Replacement Lenders. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all such Revolving Credit Commitments and Revolving Credit Loans, when originally made, are Revolving Credit Commitments and Revolving Credit Loans, respectively, for all purposes under the Loan Documents, and the Administrative Agent is authorized to mark the Register accordingly to reflect the amendments and adjustments set forth herein.

(e)            The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation with the Borrower, necessary and appropriate to cause each Revolving Credit Lender to hold outstanding Revolving Credit Loans pro rata on the basis of their respective Revolving Credit Commitments or on the basis of their respective outstanding Revolving Credit Loans, as the case may be from time to time in accordance with Section 2.16 of the Amended Credit Agreement, and to hold participation interests in outstanding Letters of Credit in accordance with Section 2.26 of the Amended Credit Agreement, in each case, immediately after giving effect to the Eighth Amendment Effective Date such that as of the Eighth Amendment Effective Date, each Revolving Credit Lender holds outstanding Revolving Credit Loans and participation interests in outstanding Letters of Credit pro rata on the basis of their respective Revolving Credit Commitments. The outstanding Letters of Credit as of the Eighth Amendment Effective Date are described in Schedule II hereto. On the Eighth Amendment Effective Date, each Revolving Credit Lender shall purchase at par from and/or sell at par to each of the other Revolving Credit Lenders such portions of the outstanding Revolving Credit Loans, if any, as may be specified by the Administrative Agent so that, immediately following such purchases, all SOFR Loans and all Base Rate Loans that are Revolving Credit Loans shall be held by the Revolving Credit Lenders on a pro rata basis in accordance with their respective Revolving Credit Percentages.

(f)            Subject to the terms and conditions set forth herein and in the Credit Agreement, each Issuing Bank whose signature page appears below hereby irrevocably agrees to the terms of this Eighth Amendment and the Amended Credit Agreement.

(g)            Each Revolving Credit Lender party hereto is reasonably satisfactory to the Administrative Agent.

Article III

AMENDMENTS TO CREDIT AGREEMENT

Section 3.1      Amendment of Credit Agreement. On the Eighth Amendment Effective Date, the Borrower, the Lenders party hereto, the Issuing Lender , the Administrative Agent and the other parties party hereto agree that the Credit Agreement shall hereby be amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Amended Credit Agreement attached hereto as Exhibit C and subject to the satisfaction of the conditions precedent set forth in Article IV below.

Article IV

CONDITIONS TO EFFECTIVENESS

The effectiveness of this Eighth Amendment (including amendments contained in Article III) is subject to the satisfaction (or written waiver) of the following conditions (the date of satisfaction (or written waiver) of such conditions being referred to herein as the “Eighth Amendment Effective Date”):

Section 4.1     This Eighth Amendment shall have been duly executed by the Borrower, the Guarantors, the Lenders party hereto and the Administrative Agent, and delivered to the Administrative Agent;

Section 4.2     All reasonable and documented out-of-pocket fees and expenses required to be paid hereunder (including reasonable and documented out-of-pocket fees, charges and disbursements of Latham & Watkins LLP) or pursuant to the Amended Credit Agreement, and any other agreements with respect to the transactions contemplated by this Eighth Amendment, shall have been paid in full in cash or will be paid in full in cash on the Eighth Amendment Effective Date, including, without limitation, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the execution and delivery of this Eighth Amendment, in each case to the extent required by the Amended Credit Agreement;

Section 4.3     Immediately after giving effect to the transactions contemplated hereby the Borrower and its Subsidiaries shall have outstanding no Indebtedness or preferred Capital Stock other than (A) the Loans and other extensions of credit under the Amended Credit Agreement, (B) the Senior Notes, the New Senior Notes and the Borrower’s secured notes due 2028 and (C) the other Indebtedness permitted to be incurred pursuant to Section 6.2 of the Amended Credit Agreement;

Section 4.4     The Administrative Agent shall have received a customary written opinion of (i) Willkie Farr & Gallagher LLP, counsel to the Borrower and its Subsidiaries and (ii) Ice Miller LLP, local counsel to CG;

Section 4.5     The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in Section 4.3, Section 4.7 and Section 4.8;

Section 4.6     The Administrative Agent shall have received with respect to each Loan Party (i) a certificate as of a recent date of the good standing (or equivalent) under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization and (ii) a certificate of a Responsible Officer of each Loan Party dated the Eighth Amendment Effective Date and certifying to the effect (A) that attached thereto are copies of each Organizational Documents of such Credit Party, (B) that attached thereto is a true and complete copy of resolutions or written consents duly adopted by the board of directors or other governing body of each Loan Party authorizing the execution, delivery and performance of this Eighth Amendment and any related Loan Documents and the borrowings hereunder and thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Eighth Amendment or any other document delivered in connection herewith on behalf of each Loan Party;

Section 4.7     No Default or Event of Default has occurred and is continuing on the Eighth Amendment Effective Date both before and immediately after giving effect to the transactions contemplated hereby;

Section 4.8     The representations and warranties of the Borrower and each of the Guarantors set forth in Article V of this Eighth Amendment are true and correct;

Section 4.9     The Administrative Agent shall have received a certificate executed by the chief financial officer of the Borrower, in the form attached as Exhibit H of the Credit Agreement, which shall document the solvency of the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the transactions contemplated hereby;

Section 4.10    [Reserved];

Section 4.11     The Borrower shall have provided, at least three (3) Business Days prior to the Eighth Amendment Effective Date, all information with respect to the Loan Parties reasonably requested by the Administrative Agent in writing at least ten (10) days prior to the Eighth Amendment Effective Date under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, Patriot Act and, if the Borrower qualifies as a “legal entity customer” thereunder, the requirements of 31 C.F.R §1010.230;

Section 4.12     The Administrative Agent shall have received a notice of borrowing, prior to 10:00 A.M., New York City time, one Business Day prior to the Eighth Amendment Effective Date; and

Section 4.13     The Borrower shall have paid (i) all interest accrued on all outstanding Revolving Credit Loans and Tranche B-4 Term Loans from the last applicable Interest Payment Date prior to the Eighth Amendment Effective Date through the date immediately prior to the Eighth Amendment Effective Date, and (ii) all accrued and unpaid commitment fees and letter of credit fees due pursuant to Sections 2.7(a) and Section 2.25 of the Credit Agreement through the date immediately prior to the Eighth Amendment Effective Date, in each case regardless of whether payment would otherwise be required under the Credit Agreement to be paid on such date.

Article V

REPRESENTATIONS AND WARRANTIES

To induce the other parties hereto to enter into this Eighth Amendment, the Borrower and each Guarantor represents and warrants to each of the Lenders and the Administrative Agent that, as of the Eighth Amendment Effective Date:

(a)            this Eighth Amendment has been duly authorized, executed and delivered by the Borrower and each such Guarantor and constitutes, and the Amended Credit Agreement constitutes, its legal, valid and binding obligation, enforceable against the Borrower and each such Guarantor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and by principles of good faith and fair dealing;

(b)            each of the representations and warranties made by any Loan Party in or pursuant to the Amended Credit Agreement or any other Loan Document shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects) on and as of the Eighth Amendment Effective Date as if made on and as of the Eighth Amendment Effective Date (unless stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it shall have been true and correct in all respects) as of such earlier date); and

(c)            no Default or Event of Default shall have occurred and be continuing on the Eighth Amendment Effective Date.

Article VI

Effects on LOAN Documents and reaffirmation of security interests

(a)            Except as specifically amended herein or contemplated hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as specifically amended herein or contemplated hereby, the execution, delivery and effectiveness of this Eighth Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. The Borrower acknowledges and agrees that, on and after the Eighth Amendment Effective Date, this Eighth Amendment and each of the other Loan Documents to be executed and delivered by the Borrower in connection herewith shall constitute a Loan Document for all purposes of the Amended Credit Agreement. On and after the Eighth Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement, and this Eighth Amendment and the Amended Credit Agreement shall be read together and construed as a single instrument. Nothing herein shall be deemed to entitle the Borrower or the Guarantors to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

(b)            Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Eighth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Eighth Amendment. Each Guarantor hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, as the case may be, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Grantor (as defined in the Guarantee and Collateral Agreement) now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and under all “Collateral” as defined in the Guarantee and Collateral Agreement, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Eighth Amendment), subject to the terms contained in the applicable Loan Documents and (iii) confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party.

(c)            Each Guarantor acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Eighth Amendment.

Article VII

MISCELLANEOUS

Section 7.1     Execution by the Administrative Agent. The Administrative Agent is entering into, and signing, this Eighth Amendment in respect of the amendments set forth in Section 3.1 hereof.

Section 7.2     Indemnification. The Borrower hereby confirms that the indemnification provisions set forth in Sections 2.19 (except to the extent waived hereby) and 8.7 of the Amended Credit Agreement shall apply to this Eighth Amendment and the transactions contemplated hereby.

Section 7.3     Amendments; Execution in Counterparts; Severability.

(a)            This Eighth Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, the Lenders party hereto and the Administrative Agent, in each case to the extent required by the Credit Agreement; and

(b)            To the extent any provision of this Eighth Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Eighth Amendment in any jurisdiction.

Section 7.4     Administrative Agent. The Borrower acknowledges and agrees that Barclays, in its capacity as administrative agent under the Credit Agreement, will serve as Administrative Agent under this Eighth Amendment and under the Amended Credit Agreement.

Section 7.5     Governing Law; Waiver of Jury Trial; Jurisdiction. This Eighth Amendment and any claim, controversy, dispute, proceeding or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Eighth Amendment and the transactions contemplated hereby shall be construed in accordance with and governed by the law of the State of New York. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) ARISING OUT OF OR IN CONNECTION WITH THIS EIGHTH AMENDMENT, THE AMENDED CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT. The provisions of Sections 9.11 and 9.12 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.

Section 7.6     Headings. Section headings in this Eighth Amendment are included herein for convenience of reference only, are not part of this Eighth Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Eighth Amendment.

Section 7.7     Counterparts. This Eighth Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. The words “execution,” “signed,” “signature,” and words of like import in this Eighth Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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IN WITNESS WHEREOF, the parties hereto have caused this Eighth Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

	Borrower:

	B&G FOODS, INC.

	By:	Scott E. Lerner
	Name: Scott E. Lerner
	Title: Executive Vice President, General Counsel, Secretary and Chief Compliance Officer

Guarantors:

B&G FOODS NORTH AMERICA, INC.

B&G FOODS SNACKS, INC.

BEAR CREEK COUNTRY KITCHENS, LLC

CLABBER GIRL CORPORATION

WILLIAM UNDERWOOD COMPANY

SPARTAN FOODS OF AMERICA, INC.

VICTORIA FINE FOODS, LLc

	By:	/s/ Scott E. Lerner
		Name: Scott E. Lerner
		Title: Executive Vice President, General Counsel, Secretary and Chief Compliance Officer