B&G Foods,Inc. (NYSE:BGS) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets
On October17, 2018, B&G Foods,Inc., B&G Foods North America,Inc., a wholly owned subsidiary of B&G Foods,Inc., and Pirate Brands, LLC, a wholly owned subsidiary of B&GFoods North America,Inc., closed on the previously announced sale of our Pirate Brands business to Amplify Snack Brands,Inc., a subsidiary of TheHershey Company for a purchase price of $420.0 million in cash, subject to closing and post-closing adjustments based upon inventory at closing. The Pirate Brands business includes the Pirate’sBooty, SmartPuffs and OriginalTings brands.
The assets sold include intellectual property, including trademarks, copyrights, trade secrets, know-how and licensing agreements; inventory; supply, sales and other agreements; and marketing materials, customer lists and sales information. As described in B&GFoods’ Current Report on Form8-K filed on September13, 2018, the asset purchase agreement contains customary representations, warranties, covenants and indemnification provisions, including an agreement for B&G Foods North America to provide certain transition services associated with the acquired business for up to fourteen months following closing.
Prior to the closing of the sale, none of B&G Foods, B&G Foods North America, PirateBrands or any of their affiliates, or any director or officer of B&G Foods, B&G Foods North America or Pirate Brands, or any associate of any such director or officer, has any material relationship with The Hershey Company or Amplify Snack Brands. The terms of the asset purchase agreement, including the purchase price, were determined by arm’s length negotiations between B&G Foods and The Hershey Company.
B&G Foods used the proceeds from the sale together with additional borrowings under our revolving credit facility to prepay the entire $500.1 million principal amount of tranche B term loans outstanding under our credit facility, and intends to pay taxes, fees and expenses related to the sale when such payments are due with cash on hand or additional borrowings under our revolving credit facility.
The asset purchase agreement was filed as Exhibit2.1 under Item 1.01 to the Current Report on Form8-K filed by B&G Foods on September13, 2018.
Item 7.01. Regulation FD Disclosure.
On October17, 2018, B&G Foods issued a press release to announce the closing of the sale and intended use of proceeds described above. The information contained in the press release, which is attached to this report as Exhibit99.1, is incorporated by reference herein and is furnished to Item 7.01, “Regulation FD Disclosure.”