B&G Foods announced its intention to offer $475 million in aggregate principal amount of senior notes due 2031 in a private transaction exempt from registration under the Securities Act of 1933. The senior notes will be guaranteed on a senior unsecured basis by certain domestic subsidiaries of the company.
The company said it plans to use the net proceeds from the offering, together with cash on hand and borrowings under its revolving credit facility, to redeem all $509.3 million of its outstanding 5.25% senior notes due 2027 and to pay related fees and expenses. B&G Foods noted that the completion of the offering remains subject to market and other conditions, and there can be no assurance that the transaction will be completed as described or at all.
The senior notes and related guarantees will be offered only to qualified institutional buyers under Rule 144A of the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S. The securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption.
B&G Foods emphasized that the announcement does not constitute a redemption notice for its 5.25% senior notes due 2027 and does not represent an offer to sell or a solicitation of an offer to buy the senior notes or related guarantees.
Based in Parsippany, New Jersey, B&G Foods manufactures, sells, and distributes branded shelf-stable and frozen food products throughout the United States, Canada, and Puerto Rico. The company’s portfolio includes more than 50 food brands, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Green Giant, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands, and Victoria.
