As filed with the Securities and Exchange Commission on October 11, 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): October 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 1.01. Entry into a Material Definitive Agreement.
The disclosure under Item 2.03 of this report relating to the amendment of B&G Foods’ amended and restated credit agreement is incorporated in this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation.
On October 10, 2019, we amended our amended and restated credit agreement, dated as of October 2, 2015, and previously amended on March 30, 2017 and November 20, 2017, among B&G Foods, as borrower, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent and collateral agent. In the remainder of this report, we refer to the amended and restated credit agreement as so amended, as our credit agreement.
Among other things, the amendment provides for an incremental $450.0 million tranche B term loan facility, which closed and funded on October 10, 2019. B&G Foods used the proceeds of the tranche B term loans, together with the net proceeds of our recently completed offering of $550.0 million of 5.25% senior notes due 2027, to redeem all $700.0 million of our 4.625% senior notes due 2021, repay a portion of our borrowings under our revolving credit facility and pay related fees and expenses. We expect to use the remaining proceeds for general corporate purposes.
The tranche B term loans mature on October 10, 2026 and are subject to amortization at the rate of 1% per year with the balance due and payable on the maturity date.
If we prepay all or any portion of the tranche B term loans within six months of the funding of the tranche B term loans in connection with a financing that has a lower interest rate or weighted average yield than the tranche B term loans, we will owe a repayment fee equal to 1% of the amount prepaid. Otherwise, we may prepay the term loans at any time without premium or penalty (other than customary “breakage” costs with respect to the early termination of LIBOR loans). Subject to certain exceptions, the tranche B term loans are subject to mandatory prepayment upon certain asset dispositions or casualty events and issuances of indebtedness.
Interest under the tranche B term loan facility is determined based on alternative rates that we may choose in accordance with our credit agreement, including a base rate per annum plus an applicable margin of 1.00%, and LIBOR plus an applicable margin of 2.50%.
Pursuant to a guarantee and collateral agreement entered into by B&G Foods and our domestic subsidiaries on June 5, 2014, our obligations under the tranche B term loans and our other borrowings under our credit agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries (other than a domestic subsidiary that is a holding company for one or more of our foreign subsidiaries). The tranche B term loans and our other borrowings under our credit agreement are secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property.
In the ordinary course of business, certain of the lenders of the tranche B term loans and their respective affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with B&G Foods and our affiliates for which they have in the past received, and may in the future receive, customary fees.
A copy of the amendment is filed as Exhibit 10.1 to this report. A copy of the press release issued by B&G Foods to announce the closing of the tranche B term loan facility is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: October 11, 2019 | By: | /s/ Scott E. Lerner | |
Scott E. Lerner | |||
Executive Vice President, | |||
General Counsel and Secretary |