B&G Foods (NYSE: BGS) sells $475M 11% notes to refinance 2027 debt
Rhea-AI Filing Summary
B&G Foods, Inc. has priced an offering of $475.0 million in 11.00% senior notes due 2031 in a private transaction exempt from registration. The notes are being issued at 97.67% of face value and will be guaranteed on a senior unsecured basis by certain domestic subsidiaries.
The company expects the offering to close on June 10, 2026, subject to customary conditions, and estimates net proceeds of about $456.3 million. B&G Foods intends to use these proceeds, together with borrowings under its revolving credit facility and cash on hand, to redeem all $509.3 million of its outstanding 5.25% senior notes due 2027 and to pay related fees and expenses.
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Insights
B&G Foods is refinancing nearer-term 2027 notes with higher-coupon 2031 debt.
B&G Foods is issuing $475.0 million of 11.00% senior notes due 2031 at 97.67%, generating estimated net proceeds of $456.3 million. The notes are senior unsecured and guaranteed by certain domestic subsidiaries, which helps support investor confidence in recoveries within the capital structure.
The company plans to redeem all $509.3 million of its 5.25% senior notes due 2027 using the new notes, revolver borrowings and cash. This extends its maturity profile but at a materially higher stated coupon, so overall impact depends on future operating performance and interest coverage under its credit agreement tests.
8-K Event Classification
Key Figures
Key Terms
senior notes financial
aggregate principal amount financial
qualified institutional buyers regulatory
Regulation S regulatory
forward-looking statements regulatory
maximum consolidated leverage ratio financial
As filed with the Securities and Exchange Commission on June 4, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Item 8.01. Other Events.
On June 3, 2026, B&G Foods issued a press release announcing the pricing of an offering of $475.0 million aggregate principal amount of 11.00% senior notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes are being issued at a price of 97.67%. The senior notes will be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods. The offering is expected to close on June 10, 2026, subject to customary closing conditions.
We estimate that the net proceeds from the offering will be approximately $456.3 million after deducting discounts, fees and expenses related to the offering. We intend to use the proceeds of the offering, together with borrowings under our revolving credit facility and cash on hand, to redeem all of our outstanding 5.25% senior notes due 2027 and pay related fees and expenses.
In connection with the offering, B&G Foods and the subsidiary guarantors have entered into a purchase agreement, dated as of June 3, 2026, with Barclays Capital Inc. as representative of the several initial purchasers named therein, relating to the issuance and sale to the initial purchasers of the senior notes. The purchase agreement contains customary representations and warranties, closing conditions and indemnification obligations. A copy of the purchase agreement is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
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 and 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 applicable securities laws of any state or other jurisdiction.
This current report 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 a 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.
A copy of the press release announcing the pricing of the offering of senior notes, which is attached to this report as Exhibit 99.1, is incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Purchase Agreement, dated as of June 3, 2026, among B&G Foods, Inc., the subsidiary guarantors named therein and Barclays Capital Inc. as Representative of the several Initial Purchasers named in Schedule I thereto | |
| 99.1 | Press release dated June 3, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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: June 4, 2026 | By: | /s/ Scott E. Lerner |
| Scott E. Lerner | ||
| Executive Vice President, | ||
| General Counsel and Secretary | ||
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Exhibit 99.1
B&G Foods
Announces Pricing
of Offering of Senior Notes due 2031
PARSIPPANY, N.J., June 3, 2026 — B&G Foods, Inc. (NYSE: BGS) announced today the pricing of an offering of $475.0 million aggregate principal amount of 11.00% senior notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes are being issued at a price of 97.67%. The notes will be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods. The offering is expected to close on June 10, 2026, subject to customary closing conditions.
B&G Foods estimates that the net proceeds from the offering will be approximately $456.3 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 borrowings under B&G Foods’ revolving credit facility and cash on hand, to redeem all $509.3 million aggregate principal amount of B&G Foods’ outstanding 5.25% senior notes due 2027 and pay related fees and expenses.
The senior 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 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.
This 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.
About B&G Foods, Inc.
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’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Green Giant, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone.
Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ offer of 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 “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: B&G Foods’ substantial leverage, which may impact B&G Foods’ 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’ 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’ operating performance but also by events beyond B&G Foods’ 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’ 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’ commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods’ 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’ products and local economic and market conditions; B&G Foods’ 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’ business, including among other things, B&G Foods’ supply chain, manufacturing operations or workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverse workforce at B&G Foods’ 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’ business through acquisitions or reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods’ 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’ possible inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods’ possible inability to identify new acquisitions or to integrate recent or future acquisitions or B&G Foods’ 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’ ability to successfully complete the integration of recent or future acquisitions into B&G Foods’ 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’ ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’ 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’ 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’ brands deteriorate at rates in excess of its current projections, B&G Foods’ 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’ ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ 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’ pricing practices and promotional spending levels; fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G Foods’ 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’ third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods products or injure B&G Foods’ 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’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in B&G Foods’ 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.
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| bgfoodsIR@icrinc.com | matthew.lindberg@icrinc.com |