As filed with the Securities and Exchange Commission on September 10, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 10, 2019
B&G Foods, Inc. | ||
(Exact name of Registrant as specified in its charter) |
Delaware | 001-32316 | 13-3918742 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
Four Gatehall Drive, Parsippany,New Jersey | 07054 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 401-6500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | BGS | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
Item 8.01. Other Events.
On September 10, 2019, B&G Foods issued a press release announcing that we intend to refinance our 4.625% senior notes due 2021 and existing indebtedness under our revolving credit facility with new tranche B term loans under our existing credit facility and/or the issuance of new senior notes.
B&G Foods also announced that we have issued a conditional notice of redemption for all $700.0 million principal amount of our outstanding 4.625% senior notes due 2021 at a cash redemption price of 100.0% of the principal amount of the notes being redeemed, plus accrued and unpaid interest on such amount, to, but excluding, the redemption date of October 10, 2019. The notice of redemption is conditioned on the completion by B&G Foods of the refinancing described above. Interest on the redeemed notes will cease to accrue on and after October 10, 2019. The only remaining right of the holders of the redeemed notes will be to receive payment of the redemption price (together with the accrued and unpaid interest on such amount).
On September 10, 2019, B&G Foods will be making a slide presentation to prospective lenders in connection with the refinancing.
A copy of the press release is attached to this report as Exhibit 99.1 and a copy of the slide presentation is attached to this report as Exhibit 99.2. The information contained in Exhibits 99.1 and 99.2 is incorporated by reference herein and is furnished pursuant to Item 7.01, “Regulation FD Disclosure.”
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Press Release dated September 10, 2019, furnished pursuant to Item 7.01 |
99.2 | Lender Presentation dated September 10, 2019, furnished pursuant to Item 7.01 |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
B&G FOODS, INC. | ||
Dated: September 10, 2019 | By: | /s/ Scott E. Lerner |
Scott E. Lerner | ||
Executive Vice President, General Counsel and Secretary |
3