BInc. (NYSE:B) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
Item 2.03. Creation of a Direct
Financial Obligation.
On April3, 2017, BG Foods issued a press release announcing the
closing of our registered public offering of $500.0 million
aggregate principal amount of 5.25% senior notes due 2025 at a
price to the public of 50% of their face value. We used the net
proceeds of the offering to repay all of the outstanding
borrowings and amounts due under our revolving credit facility
and trancheA term loans, 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.
On April3, 2017, BG Foods entered into a seventh supplemental
indenture among BG Foods, certain subsidiaries of BG Foods as
guarantors, and The Bank of New York Mellon Trust Company, N.A.,
as trustee, relating to the 5.25% senior notes. Copies of the
seventh supplemental indenture and the form of global note for
the 5.25% senior notes are filed as Exhibits 4.1 and 4.2 to this
report and are incorporated herein by reference.
Interest on the 5.25% senior notes is payable on April1 and
October1 of each year, commencing October1, 2017. The 5.25%
senior notes will mature on April1, 2025, unless earlier retired
or redeemed as described below.
On or after April1, 2020, we may redeem some or all of the 5.25%
senior notes at a redemption price of 103.9375% beginning April1,
2020 and thereafter at prices declining annually to 50% on or
after April1, 2023. We may redeem up to 40% of the aggregate
principal amount of the 5.25% senior notes prior to April1, 2020
with the net proceeds from certain equity offerings. We may also
redeem some or all of the 5.25% senior notes at any time prior to
April1, 2020 at a redemption price equal to the make-whole amount
set forth in the seventh supplemental indenture. In addition, if
BG Foods undergoes a change of control, we may be required to
offer to repurchase the 5.25% senior notes at the repurchase
price set forth in the seventh supplemental indenture plus
accrued and unpaid interest to the date of repurchase.
BG Foods obligations under the 5.25% senior notes are jointly and
severally and fully and unconditionally guaranteed on a senior
basis by all of our existing and certain future domestic
subsidiaries. The 5.25% senior notes and the subsidiary
guarantees are our and the guarantors general unsecured
obligations and are effectively junior in right of payment to all
of our and the guarantors secured indebtedness and to all
existing and future indebtedness and other liabilities of our
non-guarantor subsidiaries; are pari passu in right of
payment to all of our and the guarantors existing and future
unsecured senior debt; and are senior in right of payment to all
of our and the guarantors future subordinated debt. Our foreign
subsidiaries are not guarantors, and any future foreign or
partially owned domestic subsidiaries will not be guarantors, of
the 5.25% senior notes.
The seventh supplemental indenture governing the 5.25% senior
notes contains covenants with respect to us and the guarantors
and restricts the incurrence of additional indebtedness and the
issuance of capital stock; the payment of dividends or
distributions on, and redemption of, capital stock; a number of
other restricted payments, including certain investments;
creation of specified liens, certain sale-leaseback transactions
and sales of certain specified assets; fundamental changes,
including consolidation, mergers and transfers of all or
substantially all of our assets; and specified transactions with
affiliates. Each of the covenants is subject to a
number of important exceptions and qualifications.
The issuance of the 5.25% senior notes has been registered to
BG Foods effective automatic shelf registration statement on
FormS-3 (File No.333-212975), filed with the Securities and
Exchange Commission on August8, 2016, and prospectus
supplement, dated March29, 2017, filed with the Securities and
Exchange Commission on March30, 2017 to Rule424(b) under the
Securities Act of 1933, as amended.
A copy of the press release announcing the closing of the
public offering is attached to this report as Exhibit99.1 and
is incorporated herein by reference.
A copy of the legal opinion of Dechert LLP, relating to the
validity of the 5.25% senior notes and subsidiary guarantees
issued in the public offering, is filed as Exhibit5.1 to this
report and is filed with reference to, and is hereby
incorporated by reference into, the registration statement
referred to above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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4.1 |
Seventh Supplemental Indenture, dated as of April3, 2017, |
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4.2 |
Formof 5.25% Senior Note due 2025 (included in |
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5.1 |
Opinion of Dechert LLP, dated April3, 2017 |
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23.1 |
Consent of Dechert LLP (included in Exhibit5.1) |
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99.1 |
Press Release dated April3, 2017 |
About B&G Foods, Inc. (NYSE:B)
Barnes Group Inc. is an industrial and aerospace manufacturer and service provider, serving a range of end markets and customers. The Company’s engineered products, industrial technologies, and solutions are used in applications that provide transportation, manufacturing, healthcare products and technology to the world. Its segments include Industrial and Aerospace. The Industrial segment is engaged in the manufacturing of precision parts, products and systems for applications serving a customer base in end-markets, such as transportation, industrial equipment, consumer products, packaging, electronics, medical devices and energy. The Industrial segment includes the Molding Solutions, Nitrogen Gas Products and Engineered Components business units. The Aerospace segment includes the original equipment manufacturer (OEM) business and the aftermarket business, which includes maintenance repair and overhaul services and the manufacture and delivery of aerospace aftermarket spare parts. B&G Foods, Inc. (NYSE:B) Recent Trading Information
B&G Foods, Inc. (NYSE:B) closed its last trading session up +1.02 at 51.00 with 229,904 shares trading hands.
