BInc. (NYSE:B) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Item 8.01.
Other Events.

On March29, 2017, BG Foods issued a press release announcing the
pricing of a registered public offering of $500 million aggregate
principal amount of 5.25% senior notes due 2025 at a price to the
public of 50% of their face value. The notes will be guaranteed
on a senior unsecured basis by certain subsidiaries of BG Foods.
The offering is expected to close on April3, 2017.

BG Foods estimates that the net proceeds from the offering will
be approximately $493 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 all of the outstanding amounts due in respect of our tranche
A term loans, and to pay related fees and expenses. We intend to
use any 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 BG 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 March29,
2017, filed with the Securities and Exchange Commission to
Rule424(b)under the Securities Act of 1933, as amended.

In connection with the offering, BG Foods has entered into an
underwriting agreement, dated as of March29, 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.

(d) Exhibits.

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 +0.67 at 51.06 with 115,385 shares trading hands.