B&G Foods, Inc. (NYSE: BGS) announced today that it has
completed its previously announced offering of $550.0 million
aggregate principal amount of 8.000% senior secured notes due 2028
in a transaction exempt from registration under the Securities Act
of 1933, as amended.
The senior secured notes are guaranteed on a senior secured
basis by certain domestic subsidiaries of B&G Foods (that
guarantee B&G Foods’ existing senior secured credit agreement
and existing senior unsecured notes). The senior secured notes are
secured by a first-priority security interest in certain
collateral, which generally includes most of B&G Foods’ and the
guarantors’ right or interest in or to property of any kind, except
for real property and certain intangible assets, and which
collateral also secures B&G Foods’ existing senior secured
credit agreement on a pari passu basis.
B&G Foods intends to use the net proceeds of the offering,
together with cash on hand, to redeem $555.4 million aggregate
principal amount of B&G Foods’ 5.25% senior notes due 2025 and
pay related fees and expenses.
The senior secured notes and related guarantees were offered
only to persons reasonably believed to be qualified institutional
buyers in reliance on an exemption from registration pursuant to
Rule 144A under the Securities Act, and to certain non-U.S. persons
in transactions outside of the United States in reliance on
Regulation S under the Securities Act. The senior secured notes and
the related guarantees have not been and will not be registered
under the Securities Act, any state securities laws or the
securities laws of any other jurisdiction. Accordingly, the senior
secured notes and the related guarantees may not be offered or sold
in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and any
applicable securities laws of any state or other jurisdiction.
This press release does not constitute a redemption notice with
respect to the 5.25% senior notes due 2025 and shall not constitute
an offer to sell or the solicitation of an offer to buy the senior
secured notes and the related guarantees, nor shall there be any
sale of the senior secured notes and the related guarantees in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About B&G Foods, Inc. Based in Parsippany, New
Jersey, B&G Foods and its subsidiaries manufacture, sell and
distribute high-quality, branded shelf-stable and frozen foods
across the United States, Canada and Puerto Rico. With B&G
Foods’ diverse portfolio of more than 50 brands you know and love,
including B&G, B&M, Bear Creek, Cream of Wheat, Crisco,
Dash, Green Giant, Las Palmas, Le Sueur, Mama Mary’s, Maple Grove
Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria,
there’s a little something for everyone.
Forward-Looking Statements Statements in this press
release that are not statements of historical or current fact
constitute “forward-looking statements.” The forward-looking
statements contained in this press release include, without
limitation, statements related to B&G Foods’ intended use of
proceeds of the senior secured notes offering, including the
redemption of a portion of the 5.25% senior notes due 2025. Such
forward-looking statements involve known and unknown risks,
uncertainties and other unknown factors that could cause the actual
results of B&G Foods to be materially different from the
historical results or from any future results expressed or implied
by such forward-looking statements. In addition to statements that
explicitly describe such risks and uncertainties, readers are urged
to consider statements labeled with the terms “believes,” “belief,”
“expects,” “projects,” “intends,” “anticipates,” “assumes,”
“could,” “should,” “estimates,” “potential,” “seek,” “predict,”
“may,” “will” or “plans” and similar references to future periods
to be uncertain and forward-looking. Factors that may affect actual
results include, without limitation: the Company’s substantial
leverage; the effects of rising costs for and/or decreases in
supply of the Company’s commodities, ingredients, packaging, other
raw materials, distribution and labor; crude oil prices and their
impact on distribution, packaging and energy costs; the Company’s
ability to successfully implement sales price increases and cost
saving measures to offset any cost increases; intense competition,
changes in consumer preferences, demand for the Company’s products
and local economic and market conditions; the Company’s continued
ability to promote brand equity successfully, to anticipate and
respond to new consumer trends, to develop new products and
markets, to broaden brand portfolios in order to compete
effectively with lower priced products and in markets that are
consolidating at the retail and manufacturing levels and to improve
productivity; the ability of the Company and its supply chain
partners to continue to operate manufacturing facilities,
distribution centers and other work locations without material
disruption, and to procure ingredients, packaging and other raw
materials when needed despite disruptions in the supply chain or
labor shortages; the impact pandemics or disease outbreaks, such as
the COVID-19 pandemic, may have on the Company’s business,
including among other things, the Company’s supply chain,
manufacturing operations or workforce and customer and consumer
demand for the Company’s products; the Company’s ability to recruit
and retain senior management and a highly skilled and diverse
workforce at the Company’s corporate offices, manufacturing
facilities and other locations despite a very tight labor market
and changing employee expectations as to fair compensation, an
inclusive and diverse workplace, flexible working and other
matters; the risks associated with the expansion of the Company’s
business; the Company’s possible inability to identify new
acquisitions or to integrate recent or future acquisitions or the
Company’s failure to realize anticipated revenue enhancements, cost
savings or other synergies from recent or future acquisitions; the
Company’s ability to successfully complete the integration of
recent or future acquisitions into the Company’s enterprise
resource planning (ERP) system; tax reform and legislation,
including the effects of the Infrastructure Investment and Jobs
Act, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and future
tax reform or legislation; the Company’s ability to access the
credit markets and the Company’s borrowing costs and credit
ratings, which may be influenced by credit markets generally and
the credit ratings of the Company’s competitors; unanticipated
expenses, including, without limitation, litigation or legal
settlement expenses; the effects of currency movements of the
Canadian dollar and the Mexican peso as compared to the U.S.
dollar; the effects of international trade disputes, tariffs,
quotas, and other import or export restrictions on the Company’s
international procurement, sales and operations; future impairments
of the Company’s goodwill and intangible assets; the Company’s
ability to protect information systems against, or effectively
respond to, a cybersecurity incident, other disruption or data
leak; the Company’s ability to successfully implement the Company’s
sustainability initiatives and achieve the Company’s sustainability
goals, and changes to environmental laws and regulations; and other
factors that affect the food industry generally, including: recalls
if products become adulterated or misbranded, liability if product
consumption causes injury, ingredient disclosure and labeling laws
and regulations and the possibility that consumers could lose
confidence in the safety and quality of certain food products;
competitors’ pricing practices and promotional spending levels;
fluctuations in the level of the Company’s customers’ inventories
and credit and other business risks related to the Company’s
customers operating in a challenging economic and competitive
environment; and the risks associated with third-party suppliers
and co-packers, including the risk that any failure by one or more
of the Company’s third-party suppliers or co-packers to comply with
food safety or other laws and regulations may disrupt the Company’s
supply of raw materials or certain finished goods products or
injure the Company’s reputation. The forward-looking statements
contained herein are also subject generally to other risks and
uncertainties that are described from time to time in B&G
Foods’ filings with the Securities and Exchange Commission,
including under Item 1A, “Risk Factors” in the Company’s most
recent Annual Report on Form 10-K and in its subsequent reports on
Forms 10-Q and 8-K. Investors are cautioned not to place undue
reliance on any such forward-looking statements, which speak only
as of the date they are made. B&G Foods undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20230926156445/en/
Investor Relations: ICR, Inc. Dara Dierks 866.211.8151
Media Relations: ICR, Inc. Matt Lindberg 203.682.8214
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