B&G Foods, Inc. (BGS) announced today the pricing of an offering of $550.0 million aggregate principal amount of 8.00% senior secured notes due 2028 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior secured notes are being issued at a price of 99.502%. The offering, which has been upsized from the previously announced aggregate principal amount of $500.0 million, is expected to close on September 26, 2023, subject to customary closing conditions.
The senior secured notes will be 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 will be 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 estimates that the net proceeds from the offering will be approximately $538.6 million after deducting discounts, fees and expenses related to the offering. B&G Foods intends to use the net proceeds of the offering, together with cash on hand, to redeem a portion of B&G Foods’ 5.25% senior notes due 2025 and pay related fees and expenses.
The senior secured notes and related guarantees are being 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 of 1933, as amended, 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.
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