B&G Foods Announces Pricing and Upsizing of Public Offering of Senior Notes

B&G Foods, Inc. (NYSE: BGS) announced today the pricing of a registered public offering of $550.0 million aggregate principal amount of 5.25% senior notes due 2027 at a price to the public of 100% of their face value. The offering has been upsized from the previously announced amount of $450.0 million. The notes will be guaranteed on a senior unsecured basis by certain subsidiaries of B&G Foods. The offering is expected to close on September 26, 2019, subject to customary closing conditions.

B&G Foods estimates that the net proceeds from the offering will be approximately $542.6 million after deducting underwriting discounts and other fees and expenses related to the offering. B&G Foods intends to use the proceeds of the offering, together with the proceeds of additional borrowings under B&G Foods’ proposed first lien senior secured term loan facility, to redeem all of B&G Foods’ outstanding 4.625% senior notes due 2021, repay a portion of B&G Foods’ borrowings under its revolving credit facility, pay related fees and expenses and for general corporate purposes.

Barclays, Deutsche Bank Securities, RBC Capital Markets, BofA Merrill Lynch, BMO Capital Markets, Goldman Sachs & Co. LLC, J.P. Morgan, and Credit Suisse are acting as joint bookrunning managers, and Capital One Securities, Citigroup, Citizens Capital Markets, Rabo Securities and TD Securities are acting as co-managers.

This press release does not constitute a redemption notice with respect to the 4.625% senior notes and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities 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. The offering is being made only by means of a prospectus and the related prospectus supplement included as part of an effective shelf registration statement previously filed with the Securities and Exchange Commission.

Interested persons may obtain copies of the prospectus and the related prospectus supplement from the Securities and Exchange Commission’s website at www.sec.gov or by contacting any of the joint bookrunning managers, including: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by emailing [e-mail] or calling 888-603-5847; Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005-2836, Attn: Prospectus Group, by emailing [e-mail] or calling telephone [phone]; RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attn: DCM Transaction Management, by calling [phone]; BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, by emailing [e-mail]; BMO Capital Markets Corp., 115 S. LaSalle, Chicago, IL, 60603, Floor 36, Attn: High Yield Syndicate, by calling [phone]; Goldman Sachs & Co. LLC, Attn: Prospectus Department, at 200 West Street, New York, NY 10282, telephone: [phone], fax: [phone] or email: [e-mail]; J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling [phone]; and Credit Suisse Securities (USA) LLC, One Madison Avenue, New York, NY 10010, Attn: Prospectus Department, by emailing [e-mail] or calling 1-800-221-1037.