B&G Foods,Inc. (NYSE:BGS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On September12, 2018, B&G Foods,Inc., B&G Foods North America,Inc., a wholly owned operating subsidiary of B&GFoods,Inc., Pirate Brands, LLC, a wholly owned subsidiary of B&GFoods North America,Inc., and The Hershey Company entered into an asset purchase agreement, to which B&G Foods, B&G Foods North America and Pirate Brands have agreed to sell our Pirate Brands business to The Hershey 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 asset purchase agreement contains customary representations, warranties, covenants and indemnification provisions, including an agreement for B&G Foods to provide certain transition services associated with the Pirate Brands business for up to 14 months following closing. We intend to use the net proceeds from the transaction for the repayment of long-term debt and possible acquisitions. Subject to regulatory approval and the satisfaction of other customary closing conditions set forth in the asset purchase agreement, we expect the acquisition to close during the fourth quarter of 2018.
None of B&G Foods, B&G Foods North America, Pirate Brands or any of their affiliates, or any director or officer of B&GFoods, 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. 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.
The asset purchase agreement has been filed as Exhibit2.1 to this report to provide investors and securities holders with information regarding its terms. It is not intended to provide any other factual information about the parties to the asset purchase agreement or the business to be sold. The asset purchase agreement contains representations and warranties that the parties to the asset purchase agreement made solely for the benefit of each other. The assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the asset purchase agreement. In addition, these representations and warranties (i)may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii)may apply materiality standards different from what may be viewed as material to investors and securities holders, and (iii)were made only as of the date of the asset purchase agreement or as of such other date or dates as may be specified in the asset purchase agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the asset purchase agreement, which subsequent information may or may not be fully reflected in B&G Foods’ public disclosures. Investors and securities holders are urged not to rely on such representations and warranties as characterizations of the actual state of facts or circumstances at this time or any other time.
Item 7.01. Regulation FD Disclosure.
On September12, 2018, B&G Foods issued a press release announcing the execution and delivery of the asset purchase agreement 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.”