POSASR

As filed with the Securities and Exchange Commission on March 29, 2017

Registration No. 333-212975

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1
to

FORM S-3

REGISTRATION STATEMENT

Under
The Securities Act of 1933

B&G FOODS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	13-3918742
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Four Gatehall Drive

Parsippany, NJ 07054

973.401.6500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Scott E. Lerner

Executive Vice President, General Counsel, Secretary and Chief Compliance Officer

Four Gatehall Drive

Parsippany, NJ 07054

973.401.6500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sarah B. Gelb, Esq.

Stephen M. Leitzell, Esq.

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

215.994.4000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective statement for the same offering.o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)(2)	Proposed  Maximum  Amount to  be  Registered (1)(2)	Proposed Maximum Offering Price Per Share	Proposed Maximum Amount of Aggregate Offering Price (1)(2)	Amount of  Registration  Fee(3)
Common Stock, par value $0.01 per share
Preferred Stock, par value $0.01 per share
Debt Securities
Subsidiary Guarantees of Debt Securities(4)
Warrants
Units
TOTAL

(1)Omitted pursuant to Form S-3 General Instruction II.E.

(2)An unspecified amount of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, we are deferring payment of all applicable registration fees.

(3)Deferred in reliance upon Rule 456(b) and Rule 457(r) under the Securities Act of 1933.

(4)Includes an indeterminate amount of subsidiary guarantees of the debt securities by the additional registrants named herein. No additional consideration will be received for the subsidiary guarantees, if any, of the debt securities. Pursuant to Rule 457(n) under the Securities Act of 1933, no additional filing fee is required in connection with the subsidiary guarantees of the debt securities.

B&G FOODS, INC.
Table of Additional Registrants

Exact Name of Registrant Guarantor*	Jurisdiction of  Incorporation or  Formation	IRS Employer  Identification  Number
B&G Foods North America, Inc.	Delaware	22-3640377
B&G Foods Snacks, Inc.	Delaware	46-1040154
Bear Creek Country Kitchens, LLC	Delaware	52-2409215
Pirate Brands, LLC	Delaware	26-2600634
Spartan Foods of America, Inc.	Delaware	27-1442631
William Underwood Company	Massachusetts	04-1919830
Victoria Fine Foods, LLC	Delaware	27-4481075

The address, including zip code, and telephone, including area code, of the principal executive offices of each additional registrant listed above is: c/o B&G Foods, Inc., Four Gatehall Drive, Parsippany, NJ 07054; their telephone number at that address is 973.401.6500.

The name, address, including zip code, and telephone number, including area code, of the agent for service of each additional registrant listed above is: Scott E. Lerner, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer, B&G Foods, Inc., Four Gatehall Drive, Parsippany, NJ 07054; 973.401.6500.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration Statement No. 333-212975) of B&G Foods, Inc. and its subsidiary guarantor registrants (the “Registration Statement”) is being filed to (i) add Victoria Fine Foods, LLC, a Delaware limited liability company (the “New Subsidiary Guarantor”), as co-registrant to the Registration Statement to allow the New Subsidiary Guarantor to guarantee debt securities covered by the Registration Statement, (ii) update the information in Part II with respect to the addition of the New Subsidiary Guarantor and (iii) file additional exhibits to the Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.Other Expenses of Issuance and Distribution.

The following table sets forth the estimated fees and expenses of the sale and distribution of the securities being registered under this registration statement, other than any underwriting discounts and commissions, all of which shall be borne by B&G Foods.

	Amount to be paid
SEC Registration Fee	$	*
Accounting Fees and Expenses	**
Legal Fees and Expenses	**
Transfer Agent and Registrar Fees and Expenses	**
Printing and Engraving Expenses	**
Rating Agency Fees	**
Trustees Fees and Expenses	**
Miscellaneous Fees and Expenses	**
Total	$	**

*Pursuant to Rules 456(b) and 457(r) under the Securities Act of 1933, the Securities and Exchange Commission registration fee will be paid at the time of any particular offering of securities under the registration statement, and is therefore not currently determinable.

**These fees and expenses depend on the types of securities offered and the number of offerings and, accordingly, cannot be estimated at this time.

Item 15.Indemnification of Directors and Officers.

B&G Foods, Inc.

Under Section 145 of the Delaware General Corporation Law, B&G Foods may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of B&G Foods) by reason of the fact that such person is or was a director, officer, employee, or agent of B&G Foods, or is or was serving at the request of B&G Foods as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of B&G Foods and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

In addition, under Section 145, B&G Foods may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of B&G Foods to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of B&G Foods, or is or was serving at the request of B&G Foods as a director, officer, employee or agent of B&G Foods, or is or was serving at the request of B&G Foods as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of B&G Foods and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to B&G Foods unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

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Section 145 also provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or defense of any claim issue or matter therein, such person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection therewith.

Furthermore, Section 145 provides that nothing in the above-described provisions shall be deemed exclusive of any other rights to indemnification or advancement of expenses to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Under Section 102(b)(7) of the Delaware General Corporation Law, B&G Foods may in its certificate of incorporation eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation’s capital stock); or (iv) for any transaction from which the director derived an improper personal benefit.

Our certificate of incorporation provides that our directors shall be entitled to the benefits of all limitations on the liability of directors generally permissible under Delaware law.

In addition, our bylaws provide for the indemnification of our directors and officers to the fullest extent permitted under Delaware law as in effect from time to time and by our certificate of incorporation.

As permitted by our certificate of incorporation and bylaws, we have purchased and we maintain directors’ and officers’ liability insurance policies to insure our directors and officers against certain liabilities.

Subsidiary Guarantor Registrants

B&G Foods North America, Inc., B&G Foods Snacks, Inc. and Spartan Foods of America, Inc.—Delaware Corporation Guarantor Registrants

Each of B&G Foods North America, Inc., B&G Foods Snacks, Inc. and Spartan Foods of America, Inc. are authorized under their organizational documents to indemnify their directors and officers for expenses and liabilities arising out of any proceeding to the extent permitted by Section 145 of the Delaware General Corporation Law. For a description of Section 145 of the Delaware General Corporation Law, see above under “Item 15. Indemnification of Directors and Officers—B&G Foods, Inc.” on page II-1.

Bear Creek Country Kitchens, LLC, Pirate Brands, LLC and Victoria Fine Foods, LLC—Delaware Limited Liability Company Guarantor Registrants

The following description applies to each of Bear Creek Country Kitchens, LLC, Pirate Brands, LLC and Victoria Fine Foods, LLC (which we refer to as the LLC guarantor registrants). Section 18-303(a) of the Delaware Limited Liability Company Act (DLLCA) provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company shall be solely the limited liability company’s, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability solely by reason of being a member or acting as a manager. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company has the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The limited liability company agreements of each of the LLC guarantor registrants provide for the indemnification of B&G Foods North America, Inc., the sole member of each of the LLC guarantor registrants, and such other persons identified by the sole member in writing for all costs, losses, liabilities and damages paid or accrued in connection with the business of the applicable LLC guarantor registrant, to the fullest extent permitted by law.

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William Underwood Company—Massachusetts Business Trust Registrant

The declaration of trust of the William Underwood Company provides that, to the extent permitted by law, the William Underwood Company shall indemnify and hold each of its trustees, officers, employees and agents (including any person who serves at its request as director, officer or trustee of another organization in which it has any interest as a shareholder, creditor or otherwise), against liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him or her in connection with defense or disposition of any action, suit or other proceeding by the William Underwood Company or any other person or entity, whether civil or criminal, in which he or she may be involved with or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been a trustee, officer, employee or agent. No indemnification shall be made, however, with respect to any matter as to which the trustee, officer, employee or agent shall have been adjudicated to have acted in bad faith or with willful misconduct or reckless disregard of his or her duties or gross negligence or not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the William Underwood Company.

Item 16.Exhibits.

The Exhibits to this registration statement are listed in the Exhibit Index beginning on page 12, which is incorporated herein by reference.

Item 17.Undertakings.

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than a payment by the registrant of expenses incurred or paid

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by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Parsippany, New Jersey, on the 29th day of March, 2017.

B&G FOODS, INC.
By:	/s/ SCOTT E. LERNER
	Scott E. Lerner
	Executive Vice President, General Counsel, Secretary and Chief Compliance Officer
B&G FOODS NORTH AMERICA, INC.
B&G FOODS SNACKS, INC.
SPARTAN FOODS OF AMERICA, INC.
By:	/s/ SCOTT E. LERNER
	Scott E. Lerner
	Executive Vice President, General Counsel, Secretary, Chief Compliance Officer and Director
BEAR CREEK COUNTRY KITCHENS, LLC
PIRATE BRANDS, LLC
WILLIAM UNDERWOOD COMPANY
VICTORIA FINE FOODS, LLC
By:	/s/ SCOTT E. LERNER
	Scott E. Lerner
	Executive Vice President, General Counsel, Secretary and Chief Compliance Officer

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

B&G FOODS, INC.

Signature	Title	Date
*	President, Chief Executive Officer and Director	March 29, 2017
Robert C. Cantwell	(Principal Executive Officer)
/s/ Amy J. Chiovari	Corporate Controller and Interim Chief Financial Officer (Principal Financial and Accounting Officer)	March 29, 2017
Amy J. Chiovari
*	Chairman of the Board of Directors	March 29, 2017
Stephen C. Sherrill
*	Director	March 29, 2017
DeAnn L. Brunts
*	Director	March 29, 2017
Charles F. Marcy
*	Director	March 29, 2017
Dennis M. Mullen
*	Director	March 29, 2017
Cheryl M. Palmer
*	Director	March 29, 2017
Alfred Poe
*	Director	March 29, 2017
David L. Wenner

* By:	/s/ Scott E. Lerner
	Scott E. Lerner
	Attorney-in-fact

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B&G FOODS NORTH AMERICA, INC.
B&G FOODS SNACKS, INC.
SPARTAN FOODS OF AMERICA, INC.

Signature	Title	Date
*	President, Chief Executive Officer and Director	March 29, 2017
Robert C. Cantwell	(Principal Executive Officer)
/s/ Amy J. Chiovari	Corporate Controller and Interim Chief Financial Officer (Principal Financial and Accounting Officer)	March 29, 2017
Amy J. Chiovari
*	Executive Vice President, General Counsel, Secretary, Chief Compliance Officer and Director	March 29, 2017
Scott E. Lerner

* By:	/s/ Scott E. Lerner
	Scott E. Lerner
	Attorney-in-fact

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BEAR CREEK COUNTRY KITCHENS, LLC
PIRATE BRANDS, LLC

VICTORIA FINE FOODS, LLC

Signature	Title	Date
*	President and Chief Executive Officer (Principal Executive Officer)	March 29, 2017
Robert C. Cantwell
/s/ Amy J. Chiovari	Corporate Controller and Interim Chief Financial Officer (Principal Financial and Accounting Officer)	March 29, 2017
Amy J. Chiovari
*	Executive Vice President, General Counsel, Secretary and Chief Compliance Officer	March 29, 2017
Scott E. Lerner

* By:	/s/ Scott E. Lerner
	Scott E. Lerner
	Attorney-in-fact

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WILLIAM UNDERWOOD COMPANY

Signature	Title	Date
*	President, Chief Executive Officer and Trustee (Principal Executive Officer)	March 29, 2017
Robert C. Cantwell
	Corporate Controller and Interim Chief Financial
/s/ Amy J. Chiovari	Officer (Principal Financial and Accounting Officer)	March 29, 2017
Amy J. Chiovari
*	Trustee	March 29, 2017
Scott E. Lerner

* By:	/s/ Scott E. Lerner
	Scott E. Lerner
	Attorney-in-fact

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EXHIBIT INDEX

Exhibit No.	Description
1.1*	Form of underwriting agreement with respect to common stock, preferred stock, debt securities, warrants and/or units.
3.1**	Second Amended and Restated Certificate of Incorporation of B&G Foods, Inc. (Filed as Exhibit 3.1 to B&G Foods’ Current Report on Form 8-K filed on August 13, 2010, and incorporated by reference herein).
3.2**	Bylaws of B&G Foods, Inc., as amended and restated through February 27, 2013 (Filed as Exhibit 3.1 to B&G Foods’ Current Report on Form 8-K filed on March 4, 2013, and incorporated by reference herein).
3.3**	Certificate of Incorporation of B&G Foods North America, Inc., as amended. (Filed as Exhibit 3.3 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.4**	Amended and Restated Bylaws of B&G Foods North America, Inc. (Filed as Exhibit 3.4 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.5**	Certificate of Incorporation of B&G Foods Snacks, Inc. (Filed as Exhibit 3.5 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.6**	Bylaws of B&G Foods Snacks, Inc. (Filed as Exhibit 3.6 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.7**	Certificate of Formation of Bear Creek Country Kitchens, LLC (Filed as Exhibit 3.7 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.8**	Third Amended and Restated Limited Liability Company Agreement of Bear Creek Country Kitchens, LLC (Filed as Exhibit 3.8 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.9**	Certificate of Formation of Pirate Brands, LLC, as amended (Filed as Exhibit 3.9 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.10**	Fifth Amended and Restated Limited Liability Company Agreement of Pirate Brands, LLC (Filed as Exhibit 3.10 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.11**	Certificate of Incorporation of Spartan Foods Holding Company (Filed as Exhibit 3.11 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.12**	Amended and Restated Bylaws of Spartan Foods Holding Company (Filed as Exhibit 3.12 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.13**	Amended and Restated Declaration of Trust of the William Underwood Company (Filed as Exhibit 3.15 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.14**	Bylaws of the William Underwood Company (Filed as Exhibit 3.16 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
3.15+	Amended and Restated Limited Liability Company Agreement of Victoria Fine Foods, LLC.
3.16+	Certificate of Formation of Victoria Fine Foods, LLC, as amended.

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Exhibit No.	Description
5.1**	Opinion of Dechert LLP (Filed as Exhibit 5.1 to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
5.2+	Opinion of Dechert LLP.
23.1**	Consent of Dechert LLP (included in Exhibit 5.1).
23.2+	Consent of Dechert LLP (included in Exhibit 5.2).
24.1**	Power of Attorney (included on the signature page to B&G Foods’ Registration Statement on Form S-3 filed on August 8, 2016, and incorporated by reference herein).
25.1++	Statement of Eligibility of the Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended.

*To the extent applicable, to be filed by an amendment or as an exhibit to a document filed under the Securities Exchange Act and incorporated by reference herein.

**Incorporated herein by reference to the indicated filing.

+Filed herewith.

++To the extent applicable, to be incorporated by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

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EX-3.15

Exhibit 3.15

VICTORIA FINE FOODS, LLC
AMENDED AND RESTATED
LIMITED LIABILTY COMPANY AGREEMENT

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VICTORIA FINE FOODS, LLC (the “Company”) is made and entered into as of this 2nd day of December, 2016, by Victoria Fine Foods Holding Company, a Delaware corporation (the “Member”), the sole member of the Company.

R E C I T A L S:

A.The Company was formed as a limited liability company under the Delaware Limited Liability Company Act, as amended from time to time (the “Act”) pursuant to the filing of the Certificate of Formation (the “Certificate”) with the Office of the Secretary of State of the State of Delaware.

B.The Member desires to amend and restate the Company’s Operating Agreement, dated as of February 1, 2011 (the “Old Agreement”) to set forth certain provisions as to the governance and management of the Company.

NOW, THEREFORE, the Member, by entering into this Agreement, desires to provide for the structure and operation of the Company as a limited liability company pursuant to and in accordance with the Act, and hereby agrees as follows:

1.Purpose.  The object and purpose of, and the nature of the business to be conducted and promoted by, the Company is engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

2.Place of Business.       The main office of the Company is located at Four Gatehall Drive, Parsippany, NJ 07054.

3.Member.  The name and address of the Member are:

Victoria Fine Foods Holding Company

Four Gatehall Drive

Parsippany, NJ 07054

4.Management.

(a)The business and affairs of the Company shall be managed by the Member. The Member shall have, to the fullest extent permitted by the Act, full and complete authority, power and discretion to direct, manage and control the business, affairs and properties of the Company, to make all decisions regarding such matters and to perform any and all acts and to engage in any and all activities necessary, customary or incident to the management of the business, affairs and properties of the Company. The Member shall have authority to execute on

behalf of the Company all contracts, deeds, mortgages, bonds, contracts, leases and all other documents, agreements and instruments.

(b)The Member may, by written instrument executed by the Member, appoint a board of directors, officers and agents of the Company to which the Member may delegate such duties, responsibilities and authority as shall be provided in such instrument. Any director or officer may be removed at any time by written instrument executed by the Member. Only the Member and directors, officers and agents of the Company authorized by the Member to bind the Company by written instrument executed by the Member shall have the authority to bind the Company.

5.Units; Initial Capitalization. Interests in the Company shall be represented by units of limited liability company interests (each, a “Unit”). The Company, as of the date hereof, shall have one authorized class of Units, which shall be composed of 1,000 Units, all of which as of the date hereof, are owned by the Member. The ownership by a holder of Units shall entitle such holder to allocations of profits and losses and other items and distributions of cash and other property as set forth herein. Units shall not be certificated. For purposes of this Agreement, Units held by the Company or any of its subsidiaries shall be deemed not to be outstanding.

6.Title to Company Property. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the holders of the Units.

7.Compensation of Member. The Member shall be reimbursed for all expenses incurred in managing the Company and shall, at the election of the Member, be entitled to compensation for its management services, in an amount to be determined from time to time by the Member.

8.Distributions. Distributions shall be made to the members (in cash or in kind) at the times and in the amounts determined by the Member and as permitted by applicable law.

9.Tax Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.Transferability of Units. The Units are transferable either voluntarily or by operation of law. All or any portion of the Units may be sold, assigned, transferred, exchanged, mortgaged, pledged, granted, hypothecated, encumbered or otherwise transferred (whether absolutely or as security). Upon the transfer of the Units, the transferee shall be admitted as a member at the time of the transfer and shall obtain all of the rights appurtenant to being a member of the Company.

11.Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member. In the event that any additional members are added, this Agreement shall be construed to apply to all of the members, and the

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additional members shall be required to either: (i) enter into, ratify and approve this Agreement; or (ii) execute a new operating agreement after the Member has terminated this Agreement. Unless otherwise required by the Act (or any other valid law or regulation to which the Company is subject), if additional members have been added to the Company and this Agreement has not been terminated or modified, the decisions of the members owning at least a majority of the Units in the Company shall constitute the decisions of the Member for purposes of the interpretation of this Agreement.

12.Liability of Members. No holder of Units shall have any liability for any debt, obligation or liability of the Company or for the acts or omissions of any other member, director, officer, agent or employee of the Company except to the extent expressly required by the Act. The failure of any holders of the Units to observe any formalities or requirements relating to the exercise of the powers of the Member or the management of the business and affairs of the Company under this Agreement or the Act shall not, by itself, be grounds for imposing personal liability on the members for liabilities of the Company.

13.Indemnification.

a.The Company shall indemnify the Member and such other persons as are identified by the Member by written instrument executed by the Member as entitled to be indemnified under this section for all costs, losses, liabilities and damages paid or accrued by the Member or any such other person in connection with the business of the Company, to the fullest extent provided or allowed by the laws of the State of Delaware. In addition, the Company shall advance costs of defense of any proceeding to the Member or any such other person upon receipt by the Company of an undertaking by or on behalf of the Member or such other person to repay such amount if it shall ultimately be determined that the Member or such other person is not entitled to be indemnified by the Company.

b.Nothing in this Agreement shall serve to amend, repeal or otherwise modify the indemnification provisions set forth in the Old Agreement in any manner that would adversely affect the rights under the Old Agreement of individuals that were, immediately prior to the Closing (as defined in that certain Securities Purchase Agreement, dated as of December 2, 2016, by and among B&G Foods North America, Inc., the Member, the Stockholders of the Member listed therein and Huron Capital Partners LLC (as the sellers’ representative)), managers, directors, members, officers or employees of the Company.

14.Dissolution.

(a)The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (i) the written direction of the Member, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

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(b)Upon dissolution, the Company shall cease carrying on any and all activities other than the winding up of its business, but the Company is not terminated and shall continue until the winding up of the affairs of the Company is completed and a certificate of cancellation has been filed pursuant to the Act. Upon the winding up of the Company, the assets of the Company shall be distributed: (i) first to creditors, including any member if such member is a creditor, to the extent permitted by law, in satisfaction of the liabilities of the Company, whether by payment or the making of reasonable provision for payment thereof; and (ii) then to the members, pro rata based on their percentage ownership of the Company. Such distributions shall be in cash or property or partly in both, as determined by the Member.

15.Conflicts of Interest. Nothing in this Agreement shall be construed to limit the right of the members to enter into any transaction that may be considered to be competitive with, or a business opportunity that may be beneficial to, the Company. No member violates a duty or obligation to the Company merely because the conduct of such member furthers the interests of such member. A member may lend money to and transact other business with the Company. The rights and obligations of the members upon lending money to or transacting business with the Company are the same as those of a person who is not a member, subject to other applicable law. No transaction with the Company shall be void or voidable solely because a member has a direct or indirect interest in the transaction.

16.Governing Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws of the State of Delaware, without reference to the conflict of law rules of that or any other jurisdiction.

17.Entire Agreement. This Agreement represents the entire agreement by the Member and the Company and supersedes all prior oral and written agreements by the Member and the Company pertaining to the subject matter hereof.

18.Amendment. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

19.Rights of Creditors and Third Parties. This Agreement is entered into by the Member solely to govern the operation of the Company. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any other agreement between the Company and the Member, with respect to the subject matter hereof.

20.Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the heirs, personal representatives, successors and assigns of the Member.

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

MEMBER:
VICTORIA FINE FOODS HOLDING COMPANY
By:	/s/ Thomas P. Crimmins
	Name:	Thomas P. Crimmins
	Title:	Executive Vice President

EX-3.16

Exhibit 3.16

JAN-04-2011 11:52

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:58 AM 01/04/201

FILED 11:58 AM 01/04/2011

SRV 110007981 - 4917223 FILE

CERTIFICATE OF FORMATION
OF
VICTORIA SPECIALTY FOODS, LLC

1.The name of the limited liability company is Victoria Specialty Foods, LLC.

2.The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3.The term of the company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Victoria Specialty Foods, LLC this 4th day of January, 2011.

/s/ Marie T. Zacny

Marie T. Zacny, Authorized Person

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MAY-06-2011 11:30

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:32 AM 05/06/2011

FILED 11:32 AM 05/06/2011

SRV 110503410 - 4917223 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF VICTORIA SPECIALTY FOODS, LLC

1.The name of the limited liability company is Victoria Specialty Foods, LLC.

2.Paragraph 1 of the Certificate of Formation of Victoria Specialty Foods, LLC is hereby amended to read as follows:

“1.The name of the limited liability company is Victoria Fine Foods, LLC.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on the 5th day of May, 2011.

VICTORIA SPECIALTY FOODS, LLC
By:	/s/ Peter E. Mogk
	Peter E. Mogk
	Vice President and Secretary

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EX-5.2

Exhibit 5.2

Cira Centre 2929 Arch Street Philadelphia, PA 19104-2808 +1 215 994 4000 Main +1 215 994 2222 Fax www.dechert.com

March 29, 2017

B&G Foods, Inc.
Four Gatehall Drive, Suite 110
Parsippany, New Jersey 07054

Re:Registration Statement on Form S-3

Gentlemen and Ladies:

We have acted as special counsel to B&G Foods, Inc., a Delaware corporation (the “Company”), Victoria Fine Foods, LLC, a Delaware limited liability company (the “New Subsidiary Guarantor”), and each of the other subsidiary guarantors listed on Schedule A hereto (the “Existing Guarantors” and, together with the New Subsidiary Guarantor, the “Subsidiary Guarantors”), in connection with the preparation and filing of Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (the “Amendment”) to be filed on the date hereof by the Company and the Subsidiary Guarantors with the Securities and Exchange Commission (the “Commission”) that is automatically effective under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 462(e) promulgated thereunder, amending the Registration Statement on Form S-3 (the “Registration Statement”) filed with the Commission on August 8, 2016 (File No. 333-212975) by the Company and the Existing Guarantors, relating to, among other things, (1) the debt securities, which may be senior or subordinated to other obligations of the Company and which may be in one or more series (collectively, “Debt Securities”), to be issued pursuant to an indenture between the Company and a trustee to be named therein (the “Trustee”) (such indenture, as may be amended or supplemented from time to time, the “Indenture”) and (2) guarantees, if any, of the Debt Securities by the Subsidiary Guarantors (the “Guarantees”).

The Registration Statement provides that the Guarantees may be offered on terms to be set forth in one or more supplements to the prospectus included in the Registration Statement (each, a “Prospectus Supplement”).  This opinion letter is being furnished to the Company in accordance with the requirements of Item 601(b)(5) under Regulation S-K of the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Guarantees as set forth below.

As such counsel, we have made such legal and factual examination and inquiry as we have deemed necessary for the rendering of this opinion.  We have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters.  In making our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to all authentic original documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents examined by us, and the legal power and authority of all persons signing on behalf of the parties to all documents (other than the Company and the Subsidiary Guarantors).

On the basis of the foregoing and the other matters set forth in herein, we are of the opinion that, as of the date hereof:

1.The Guarantees, when (a) duly executed by the New Subsidiary Guarantor and issued and sold in accordance with the Registration Statement, as amended by the Amendment, and applicable Prospectus Supplement as contemplated by the Registration Statement, as amended by the Amendment, and applicable Prospectus Supplement, and (b) delivered to the purchaser or purchasers thereof against receipt by the New Subsidiary Guarantor of such lawful consideration therefor as the Member (as defined below) may determine, will be valid and binding obligations of the New Subsidiary Guarantor enforceable against the New Subsidiary Guarantor in accordance with their respective terms.

The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions being true and correct at or before the time of the delivery of any Guarantees offered pursuant to the Registration Statement and appropriate Prospectus Supplement: (i) the sole member of the New Subsidiary Guarantor, including any appropriate committee appointed thereby (the “Member”), shall have (x) duly established the terms of the Guarantee and (y) duly authorized and taken any other necessary corporate or other action to approve the creation, if applicable, and issuance of the Guarantees and related matters; (ii) the resolutions establishing the definitive terms of and authorizing the New Subsidiary Guarantor to register, offer, sell and issue the Guarantees shall remain in effect and unchanged at all times during which the Guarantees are offered, sold or issued by the New Subsidiary Guarantor; (iii) the definitive terms of each class and series of the Guarantees not presently provided for in the Registration Statement or the certificate of formation and other similar formation documents of the New Subsidiary Guarantor (collectively, the “Formation Documents”), and the terms of the issuance and sale of the Guarantees (x) shall have been duly established in accordance with all applicable law and the Formation Documents, any Indenture, underwriting agreement, warrant agreement, unit agreement and any other relevant agreement relating to the terms and the offer and sale of the Guarantees (collectively, the “Agreements”) and the authorizing resolutions of the Member, and reflected in appropriate documentation reviewed by us, and (y) shall not violate any applicable law, the Formation Documents or the Agreements (subject to the further assumption that such Formation Documents and Agreements have not been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein), or result in a default under or breach of any agreement or instrument binding upon the New Subsidiary Guarantor and so as to comply with any restriction imposed by any court or governmental body having jurisdiction over the New Subsidiary Guarantor; (iv) the interest rate on the Debt Securities to which the Guarantees relate shall not be higher than the maximum lawful rate permitted from time to time under applicable law; (v) the Guarantees and any certificates or instruments representing the relevant Guarantees have been duly authenticated, executed, countersigned, registered and delivered upon payment of the agreed-upon legal consideration therefor and have been duly issued and sold in accordance with any relevant agreement, approved by us and, if applicable, duly executed and delivered by the New Subsidiary Guarantor and any other appropriate party; (vi) each Indenture, warrant agreement, unit agreement and any other relevant agreement has been duly authorized, executed and delivered by, and will constitute a valid and binding obligation of, each party thereto (other than the New Subsidiary Guarantor); (vii) the Registration Statement, as amended (including all necessary post-effective amendments (including the Amendment)), and any additional registration statement filed under Rule 462, shall be effective under the Securities Act, and such effectiveness shall not have been terminated or rescinded; (viii) an appropriate Prospectus Supplement shall have been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder describing the Guarantees offered thereby; (ix) the Guarantees shall be issued and sold in compliance with all federal and state securities laws and solely in the

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manner stated in the Registration Statement, as amended by the Amendment, and the applicable Prospectus Supplement and there shall not have occurred any change in law affecting the validity of the opinions rendered herein; (x) if the Guarantees will be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Guarantees in the form filed as an exhibit to the Registration Statement or any post-effective amendment thereto (including the Amendment), or incorporated by reference therein, has been duly authorized, executed and delivered by the New Subsidiary Guarantor and the other parties thereto; (xi) the Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended; (xii) each agreement or contract referred to herein but not filed as an exhibit to the Registration Statement (as amended) as of the date hereof shall be governed by the laws of the State of New York; and (xiii) in the case of an agreement or instrument pursuant to which any Guarantees are to be issued, there shall be no terms or provisions contained therein which would affect the validity of any of the opinions rendered herein.

The opinions expressed herein are limited by principles of equity (regardless of whether considered in a proceeding in equity or at law) that may limit the availability of certain rights and remedies and do not reflect the effect of bankruptcy (including preferences), insolvency, fraudulent conveyance, receivership, reorganization, moratorium and other laws or decisions relating to or affecting debtors’ obligations or creditors’ rights generally and, as to rights of indemnification and contribution, by principles of public policy. The opinions expressed above also do not reflect the effect of laws and equitable doctrines (including requirements that the parties to agreements act reasonably and in good faith and in a commercially reasonable manner, and give reasonable notice prior to exercising rights and remedies) or the effect of the exercise of discretion of the court before which any proceeding may be brought, which may limit the availability of any particular remedy, but which will not, in our judgment (but subject to the other qualifications and limitations in this opinion letter), make the remedies available to the Trustee under the Agreements, taken as a whole, inadequate for the practical realization of the benefits provided for in the Agreements, except for the economic consequence of any delay that may be imposed thereby or result therefrom, and except that we express no opinion as to the rights of any of the parties to the Agreements to accelerate the due date of any payment due thereunder or to exercise other remedies available to them on the happening of a non-material breach of any such document or agreement.

We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

We are members of the bar of the State of New York, and the foregoing opinions are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

This opinion letter has been prepared for your use solely in connection with the Registration Statement.  We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus contained therein, under the caption “Legal Matters.”  In giving such consent,

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we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Dechert LLP

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Schedule A

Subsidiary Guarantors

B&G Foods North America, Inc.

B&G Foods Snacks, Inc.

Bear Creek Country Kitchens, LLC

Pirate Brands, LLC

Spartan Foods of America, Inc.

Victoria Fine Foods, LLC

William Underwood Company