\nB&G Foods, Inc. (NYSE: BGS) announced today its intention to offer, subject to market and other conditions, $475.0 million aggregate principal amount of senior notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes will be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods.<\/p>\n
\nB&G Foods intends to use the net proceeds of the offering, together with cash on hand and borrowings under our revolving credit facility, to redeem all $509.3 million aggregate principal amount of B&G Foods\u2019 outstanding 5.25% senior notes due 2027 and pay related fees and expenses. However, there can be no assurances that the offering of the senior notes will be completed as described herein or at all.<\/p>\n
\nThe senior notes and related guarantees will be 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 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 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.<\/p>\n
\nThis press release does not constitute a redemption notice with respect to the 5.25% senior notes due 2027 and shall not constitute an offer to sell or the solicitation of an offer to buy the senior notes and the related guarantees, nor shall there be any sale of the senior 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.<\/p>\n
About B&G Foods, Inc.
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<\/b>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\u2019 diverse portfolio of more than 50 brands you know and love, including B&G<\/i>, B&M<\/i>, Bear Creek<\/i>, College Inn<\/i>, Cream of Wheat<\/i>, Crisco<\/i>, Dash,<\/i>Green Giant<\/i>, Kitchen<\/i>Basics<\/i>, Las Palmas<\/i>, Mama Mary\u2019s<\/i>, Maple Grove Farms<\/i>, New York Style<\/i>, Ortega<\/i>, Polaner<\/i>, Spice Islands<\/i> and Victoria<\/i>, there\u2019s a little something for everyone.<\/p>\n
Forward-Looking Statements
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<\/b>Statements in this press release that are not statements of historical or current fact constitute \u201cforward-looking statements.\u201d The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods\u2019 intention to offer senior notes due 2031 and the use of proceeds of such senior notes offering, including the redemption of all of the 5.25% senior notes due 2027. 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 \u201cbelieves,\u201d \u201cbelief,\u201d \u201cexpects,\u201d \u201cprojects,\u201d \u201cintends,\u201d \u201canticipates,\u201d \u201cassumes,\u201d \u201ccould,\u201d \u201cshould,\u201d \u201cestimates,\u201d \u201cpotential,\u201d \u201cseek,\u201d \u201cpredict,\u201d \u201cmay,\u201d \u201cwill\u201d or \u201cplans\u201d and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: B&G Foods\u2019 substantial leverage, which may impact B&G Foods\u2019 ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; B&G Foods\u2019 ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by B&G Foods\u2019 operating performance but also by events beyond B&G Foods\u2019 control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on B&G Foods\u2019 procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and\/or decreases in supply of B&G Foods\u2019 commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods\u2019 ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for B&G Foods\u2019 products and local economic and market conditions; B&G Foods\u2019 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 B&G Foods 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, may have on B&G Foods\u2019 business, including among other things, B&G Foods\u2019 supply chain, manufacturing operations or workforce and customer and consumer demand for B&G Foods\u2019 products; B&G Foods\u2019 ability to recruit and retain senior management and a highly skilled and diverse workforce at B&G Foods\u2019 corporate offices, manufacturing facilities and other work 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 possible expansion of B&G Foods\u2019 business through acquisitions or reduction in size through divestitures; B&G Foods\u2019 possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods\u2019 Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods\u2019 possible inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods\u2019 possible inability to identify new acquisitions or to integrate recent or future acquisitions or B&G Foods\u2019 failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition; B&G Foods\u2019 ability to successfully complete the integration of recent or future acquisitions into B&G Foods\u2019 enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods\u2019 ability to access the credit markets and B&G Foods\u2019 borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods\u2019 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; future impairments of B&G Foods\u2019 goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of B&G Foods\u2019 brands deteriorate at rates in excess of its current projections, B&G Foods\u2019 market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; B&G Foods\u2019 ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods\u2019 ability to successfully implement B&G Foods\u2019 sustainability initiatives and achieve B&G Foods\u2019 sustainability goals, and changes to environmental laws and regulations; B&G Foods\u2019 ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; 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\u2019 pricing practices and promotional spending levels; fluctuations in the level of B&G Foods\u2019 customers\u2019 inventories and credit and other business risks related to B&G Foods\u2019 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 B&G Foods\u2019 third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods\u2019 supply of raw materials or certain finished goods products or injure B&G Foods\u2019 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\u2019 filings with the Securities and Exchange Commission, including under Item 1A, \u201cRisk Factors\u201d in B&G Foods\u2019 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.<\/i><\/p>\n
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View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260601550806\/en\/<\/a><\/span><\/p>\n \nInvestor Relations:
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ICR, Inc.
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Anna Kate Heller
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bgfoodsIR@icrinc.com<\/a><\/p>\n