Form 8-K B&G Foods, Inc. For: Mar 15

 

As filed with the Securities and Exchange Commission on March 15, 2016

 

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):  March 15, 2016

 

B&G Foods, Inc.
(Exact name of Registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code:  (973) 401-6500

 

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))

 

 

 

Item 8.01.  Other Events.

 

On March 15, 2016, B&G Foods issued a press release announcing the closing of our public offering of 4,600,000 shares of our common stock, which includes 600,000 shares issued pursuant to the underwriter’s over-allotment option, at a price to the public of $33.55 per share.

 

After deducting underwriting discounts and commissions and other estimated offering expenses, net proceeds to B&G Foods are approximately $152.0 million.  B&G Foods intends to use the proceeds from the offering to repay outstanding borrowings under our revolving credit facility and for general corporate purposes, which could include, among other things, repayment of other long term debt or possible acquisitions. B&G Foods may re-borrow amounts under our revolving credit facility at any time.

 

A copy of the press release announcing the closing of the offering is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)           Exhibits.

 

99.1              Press Release dated March 15, 2016

 

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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: March 15, 2016	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 Closing of Public Offering of Common Stock
and Full Exercise of Over-Allotment Option

 

PARSIPPANY, N.J., March 15, 2016 — B&G Foods, Inc. (NYSE: BGS) announced today the closing of its public offering of 4,600,000 shares of its common stock, which includes 600,000 shares issued pursuant to the underwriter’s over-allotment option, at a public offering price of $33.55 per share.

 

After deducting underwriting discounts and commissions and other estimated offering expenses, net proceeds to B&G Foods are approximately $152.0 million.  B&G Foods intends to use the proceeds from the offering to repay outstanding borrowings under its revolving credit facility and for general corporate purposes, which could include, among other things, repayment of other long term debt or possible acquisitions. B&G Foods may re-borrow amounts under its revolving credit facility at any time.

 

Barclays Capital Inc. acted as the underwriter for the offering.

 

This press release 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 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 the underwriter: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by emailing [email protected] or calling 888-603-5847.

 

About B&G Foods, Inc.

 

B&G Foods and its subsidiaries manufacture, sell and distribute a diversified portfolio of high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. Based in Parsippany, New Jersey, B&G Foods’ products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy, Bear Creek Country Kitchens, Brer Rabbit, Canoleo, Cary’s, Cream of Rice, Cream of Wheat, Devonsheer, Don Pepino, Emeril’s, Grandma’s Molasses, Green Giant, JJ Flats, Joan of Arc, Las Palmas, Le Sueur, MacDonald’s, Mama Mary’s, Maple Grove Farms, Molly McButter, Mrs. Dash, New York Flatbreads, New York Style, Old London, Original Tings, Ortega, Pirate’s Booty, Polaner, Red Devil, Regina, Rickland Orchards, Sa-són, Sclafani, Smart Puffs, Spring Tree, Sugar Twin, Trappey’s, TrueNorth, Underwood, Vermont Maid and Wright’s. B&G Foods also sells and distributes Static Guard, a household product brand.

 

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’ expected use of proceeds of the common stock offering.  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” or “plans” to be uncertain and forward-looking. 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 the Company’s most recent Annual Report on Form 10-K and in its subsequent reports, if any, 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.

 

Contacts:

 

Investor Relations: ICR, Inc. Dara Dierks 866-211-8151

Media Relations: ICR, Inc. Matt Lindberg 203-682-8214