8-K

As filed with the Securities and Exchange Commission on June 26, 2024

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):  June 26, 2024

Registrant’s telephone number, including

area code:  (973) 401-6500

Securities registered pursuant to Section 12(b) of the Act:

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:

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

On June 26, 2024, B&G Foods issued a press release announcing our intention to offer, subject to market and other conditions, an additional $100.0 million aggregate principal amount of 8.000% senior secured notes due 2028 in a transaction exempt from registration under the Securities Act of 1933, as amended. The new senior secured notes will be guaranteed on a senior secured basis by certain domestic subsidiaries of B&G Foods.

The new senior secured notes will constitute an additional issuance of senior secured notes under the indenture, dated as of September 26, 2023, governing the previously issued 8.000% senior secured notes due 2028.

We intend to use the proceeds of the offering to repay a portion of our revolving credit loans under our senior secured credit agreement and pay related fees and expenses. However, we cannot assure you that the offering of the notes will be completed as described herein or at all.

On June 26, 2024, B&G Foods will be making a slide presentation to prospective investors in connection with the offering.

The offering of the senior secured notes and the related guarantees has not been registered under the Securities Act or the securities laws of any other jurisdiction and the senior secured 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 state laws.

This current report is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the new senior secured notes and the related guarantees, nor shall there be any sale of the new senior secured notes and the related guarantees in any state or jurisdiction in which the 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 offering, which is attached to this report as Exhibit 99.1, and a copy of the slide presentation, which is attached to this report as Exhibit 99.2, are incorporated by reference herein and are furnished pursuant to Item 7.01, “Regulation FD Disclosure.”

Item 9.01. Financial Statements and Exhibits.

**(d)**Exhibits.

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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.

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Exhibit 99.1

B&G Foods Announces Proposed Tack-on Offeringof$100.0 Million of 8.000% Senior Secured Notes due 2028

PARSIPPANY, N.J., June 26, 2024 — B&G Foods, Inc. (NYSE: BGS) announced today its intention to offer, subject to market and other conditions, an additional $100.0 million aggregate principal amount of 8.000% senior secured notes due 2028 in a transaction exempt from registration under the Securities Act of 1933, as amended.

The new senior secured notes will constitute an additional issuance of senior secured notes under the indenture, dated as of September 26, 2023, governing the previously issued 8.000% senior secured notes due 2028.

The new senior secured notes will be guaranteed on a senior secured basis by certain domestic subsidiaries of B&G Foods (that guarantee B&G Foods’ existing senior secured credit agreement, existing senior secured notes and existing senior unsecured notes). The new senior secured notes will be secured by a first-priority security interest in certain collateral, which generally includes most of B&G Foods’ and the guarantors’ right or interest in or to property of any kind, except for real property and certain intangible assets, and which collateral also secures B&G Foods’ existing senior secured credit agreement and existing senior secured notes on a pari passu basis.

B&G Foods intends to use the proceeds of the offering to repay a portion of B&G Foods’ revolving credit loans under its senior secured credit agreement and pay related fees and expenses. However, there can be no assurances that the offering of the new senior secured notes will be completed as described herein or at all.

The new senior secured notes and related guarantees will be 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, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The new senior secured 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 new senior secured 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 is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the new senior secured notes and the related guarantees, nor shall there be any sale of the new senior secured notes and the related guarantees in any state or jurisdiction in which the 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, Cream of Wheat, Crisco, Dash, Green Giant, Las Palmas, Le Sueur, 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 historicalor current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include,without limitation, statements related to B&G Foods’ intention to offer additional 8.000% senior secured notes due 2028 andthe use of proceeds of the offering. Such forward-looking statements involve known and unknown risks, uncertainties and other unknownfactors that could cause the actual results of B&G Foods to be materially different from the historical results or from any futureresults 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 similarreferences to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation:the Company’s substantial leverage; the effects of rising costs for and/or decreases in supply of the Company’s commodities,ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging andenergy costs; the Company’s ability to successfully implement sales price increases and cost saving measures to offset any costincreases; intense competition, changes in consumer preferences, demand for the Company’s products and local economic and marketconditions; the Company’s 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 marketsthat are consolidating at the retail and manufacturing levels and to improve productivity; the ability of the Company and its supply chainpartners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, andto procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; theimpact pandemics or disease outbreaks, such as the COVID-19 pandemic, may have on the Company’s business, including among otherthings, the Company’s supply chain, manufacturing operations or workforce and customer and consumer demand for the Company’sproducts; the Company’s ability to recruit and retain senior management and a highly skilled and diverse workforce at the Company’scorporate offices, manufacturing facilities and other locations despite a very tight labor market and changing employee expectations asto fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the expansionof the Company’s business; the Company’s possible inability to identify new acquisitions or to integrate recent or futureacquisitions or the Company’s failure to realize anticipated revenue enhancements, cost savings or other synergies from recent orfuture acquisitions; the Company’s ability to successfully complete the integration of recent or future acquisitions into the Company’senterprise resource planning (ERP) system; tax reform and legislation, including the effects of the Infrastructure Investment and JobsAct, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and future tax reform or legislation; the Company’s ability to access thecredit markets and the Company’s borrowing costs and credit ratings, which may be influenced by credit markets generally and thecredit ratings of the Company’s competitors; unanticipated expenses, including, without limitation, litigation or legal settlementexpenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; the effects ofinternational trade disputes, tariffs, quotas, and other import or export restrictions on the Company’s international procurement,sales and operations; future impairments of the Company’s goodwill and intangible assets; the Company’s ability to protectinformation systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; the Company’s abilityto successfully implement the Company’s sustainability initiatives and achieve the Company’s sustainability goals, and changesto environmental laws and regulations; and other factors that affect the food industry generally, including: recalls if products becomeadulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations andthe possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practicesand promotional spending levels; fluctuations in the level of the Company’s customers’ inventories and credit and other businessrisks related to the Company’s customers operating in a challenging economic and competitive environment; and the risks associatedwith third-party suppliers and co-packers, including the risk that any failure by one or more of the Company’s third-party suppliersor co-packers to comply with food safety or other laws and regulations may disrupt the Company’s supply of raw materials or certainfinished goods products or injure the Company’s reputation. The forward-looking statements contained herein are also subject generallyto other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and ExchangeCommission, including under Item 1A, “Risk Factors” in the Company’s most recent Annual Report on Form 10-K andin 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-lookingstatement, whether as a result of new information, future events or otherwise.

Contacts:

Exhibit 99.2