B&G Foods Announces Proposed Private Offering of $475 Million of Senior Notes due 2031

B&G Foods Announces Proposed Private Offering of $475 Million of Senior Notes due 2031

B&G Foods, Inc. (NYSE: BGS) announced today its intention to offer, subject to market and other conditions, $475.0 million aggregate principal amount of senior notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes will be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods.

B&G Foods intends to use the net proceeds of the offering, together with cash on hand and borrowings under our revolving credit facility, to redeem all $509.3 million aggregate principal amount of B&G Foods’ outstanding 5.25% senior notes due 2027 and pay related fees and expenses. However, there can be no assurances that the offering of the senior notes will be completed as described herein or at all.

The senior 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 senior 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 senior 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.