B&G Foods,Inc. (NYSE:BGS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
Item 8.01. Other Events.
On November8, 2017, B&G Foods issued a press release announcing the pricing of a registered public offering of $400 million aggregate principal amount of 5.25% senior notes due 2025 at a price to the public of 101% of their face value. The offering has been upsized from the previously announced amount of $350.0 million. The notes will be issued as additional notes under the same indenture as our 5.25% senior notes due 2025 that were originally issued on April3, 2017 and, as such, will form a single series and trade interchangeably with such previously issued notes. The notes will be guaranteed on a senior unsecured basis by certain subsidiaries of B&G Foods. The offering is expected to close on November20, 2017.
B&G Foods estimates that the net proceeds from the offering will be approximately $398 million after deducting underwriting discounts and other fees and expenses related to the offering. We intend to use the net proceeds of the offering to repay all of the outstanding borrowings under our revolving credit facility and to pay related fees and expenses. We intend to use the remaining net proceeds for general corporate purposes, which could include, among other things, repayment of other long term debt or possible acquisitions.
The issuance of the notes has been registered to B&G Foods’ automatic shelf registration statement on FormS-3 (File No.333-212975), filed with the Securities and Exchange Commission on August8, 2016, and the prospectus supplement, dated November8, 2017, filed with the Securities and Exchange Commission to Rule424(b)under the Securities Act of 1933, as amended.
In connection with the offering, B&G Foods has entered into an underwriting agreement, dated as of November8, 2017, with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner& Smith Incorporated and RBC Capital Markets, LLC as representatives of the several underwriters named therein, relating to the issuance and sale to the underwriters of the notes.
The underwriting agreement contains customary representations and warranties, closing conditions and indemnification obligations. A copy of the underwriting agreement is filed as Exhibit1.1 to this report and is incorporated herein by reference.
A copy of the press release announcing the pricing of the public offering is attached to this report as Exhibit99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.