0001104659-17-066800.txt : 20171108 0001104659-17-066800.hdr.sgml : 20171108 20171108073559 ACCESSION NUMBER: 0001104659-17-066800 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20171108 DATE AS OF CHANGE: 20171108 EFFECTIVENESS DATE: 20171108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: B&G Foods, Inc. CENTRAL INDEX KEY: 0001278027 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 133918742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975 FILM NUMBER: 171185084 BUSINESS ADDRESS: STREET 1: FOUR GATEHALL DRIVE STREET 2: SUITE 110 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9734016500 MAIL ADDRESS: STREET 1: FOUR GATEHALL DRIVE STREET 2: SUITE 110 CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: B&G FOODS HOLDINGS CORP DATE OF NAME CHANGE: 20040129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: B&G Foods North America, Inc. CENTRAL INDEX KEY: 0001172755 IRS NUMBER: 223640377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-07 FILM NUMBER: 171185095 BUSINESS ADDRESS: STREET 1: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973.401.6500 MAIL ADDRESS: STREET 1: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: Burnham & Morrill Co DATE OF NAME CHANGE: 20090707 FORMER COMPANY: FORMER CONFORMED NAME: HERITAGE ACQUISITION CORP DATE OF NAME CHANGE: 20020507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: B&G Foods Snacks, Inc. CENTRAL INDEX KEY: 0001576847 IRS NUMBER: 461040154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-06 FILM NUMBER: 171185094 BUSINESS ADDRESS: STREET 1: 4 GATEHALL DRIVE, SUITE 110 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-401-6500 MAIL ADDRESS: STREET 1: 4 GATEHALL DRIVE, SUITE 110 CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pirate Brands, LLC CENTRAL INDEX KEY: 0001681610 IRS NUMBER: 262600634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-01 FILM NUMBER: 171185092 BUSINESS ADDRESS: STREET 1: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9734016500 MAIL ADDRESS: STREET 1: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spartan Foods of America, Inc. CENTRAL INDEX KEY: 0001681584 IRS NUMBER: 271442631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-03 FILM NUMBER: 171185089 BUSINESS ADDRESS: STREET 1: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9734016500 MAIL ADDRESS: STREET 1: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: Spartan Foods Holding Co DATE OF NAME CHANGE: 20160804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Victoria Fine Foods, LLC CENTRAL INDEX KEY: 0001701178 IRS NUMBER: 274481075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-08 FILM NUMBER: 171185090 BUSINESS ADDRESS: STREET 1: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9734016500 MAIL ADDRESS: STREET 1: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Back to Nature Foods ServCo, LLC CENTRAL INDEX KEY: 0001720761 IRS NUMBER: 463722253 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-09 FILM NUMBER: 171185085 BUSINESS ADDRESS: STREET 1: C/O B&G FOODS, INC. STREET 2: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9734016500 MAIL ADDRESS: STREET 1: C/O B&G FOODS, INC. STREET 2: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BTN Foods ServCo Corp CENTRAL INDEX KEY: 0001720762 IRS NUMBER: 463735680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-10 FILM NUMBER: 171185086 BUSINESS ADDRESS: STREET 1: C/O B&G FOODS, INC. STREET 2: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9734016500 MAIL ADDRESS: STREET 1: C/O B&G FOODS, INC. STREET 2: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bear Creek Country Kitchens, LLC CENTRAL INDEX KEY: 0001681589 IRS NUMBER: 522409215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-04 FILM NUMBER: 171185093 BUSINESS ADDRESS: STREET 1: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9734016500 MAIL ADDRESS: STREET 1: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Back to Nature Foods Company, LLC CENTRAL INDEX KEY: 0001720718 IRS NUMBER: 800861219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-11 FILM NUMBER: 171185087 BUSINESS ADDRESS: STREET 1: C/O B&G FOODS, INC. STREET 2: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9734016500 MAIL ADDRESS: STREET 1: C/O B&G FOODS, INC. STREET 2: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BTN Holdco, Inc. CENTRAL INDEX KEY: 0001720673 IRS NUMBER: 800861359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-12 FILM NUMBER: 171185088 BUSINESS ADDRESS: STREET 1: C/O B&G FOODS, INC. STREET 2: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9734016500 MAIL ADDRESS: STREET 1: C/O B&G FOODS, INC. STREET 2: 4 GATEHALL DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAM UNDERWOOD CO CENTRAL INDEX KEY: 0001172767 IRS NUMBER: 041919830 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-212975-05 FILM NUMBER: 171185091 BUSINESS ADDRESS: STREET 1: C/O B&G FOODS INC STREET 2: FOUR GATEHALL DR CITY: PARISPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-401-6500 MAIL ADDRESS: STREET 1: C/O B&G FOODS INC STREET 2: FOUR GATEHALL DR CITY: PARISPPANY STATE: NJ ZIP: 07054 POSASR 1 a17-26105_1posasr.htm POSASR

As filed with the Securities and Exchange Commission on November 8, 2017

Registration No. 333-212975

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 2
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
Back to Nature Foods Company, LLC	Delaware	80-0861219
Back to Nature Foods ServCo, LLC	Delaware	45-3722253
Bear Creek Country Kitchens, LLC	Delaware	52-2409215
BTN Foods ServCo Corporation	Delaware	46-3735680
BTN Holdco, Inc.	Delaware	80-0861359
Pirate Brands, LLC	Delaware	26-2600634
Spartan Foods of America, Inc.	Delaware	27-1442631
Victoria Fine Foods, LLC	Delaware	27-4481075
William Underwood Company	Massachusetts	04-1919830

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. 2 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 Back to Nature Foods Company, LLC, a Delaware limited liability company, BTN Foods ServCo Corporation, a Delaware corporation, Back to Nature Foods ServCo, LLC, a Delaware limited liability company, and BTN Holdco, Inc., a Delaware corporation (collectively, the “New Subsidiary Guarantors”), as co-registrants to the Registration Statement to allow the New Subsidiary Guarantors 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 Guarantors 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.

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., Spartan Foods of America, Inc., BTN Holdco, Inc. and BTN Foods ServCo Corporation—Delaware Corporation Guarantor Registrants

Each of B&G Foods North America, Inc., B&G Foods Snacks, Inc., Spartan Foods of America, Inc., BTN Holdco, Inc. and BTN Foods ServCo Corporation 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, Victoria Fine Foods, LLC, Back to Nature Foods Company, LLC and Back to Nature Foods ServCo, LLC—Delaware Limited Liability Company Guarantor Registrants

The following description applies to each of Bear Creek Country Kitchens, LLC, Pirate Brands, LLC, Victoria Fine Foods, LLC, Back to Nature Foods Company, LLC and Back to Nature Foods ServCo, 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.

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.

(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

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.

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 (Filed as Exhibit 3.15 to B&G Foods’ Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed on March 29, 2017, and incorporated by reference herein).

3.16**		Certificate of Formation of Victoria Fine Foods, LLC, as amended (Filed as Exhibit 3.16 to B&G Foods’ Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed on March 29, 2017, and incorporated by reference herein).

3.17+		Certificate of Incorporation of BTN Holdco, Inc.

3.18+		Amended and Restated Bylaws of BTN Holdco, Inc.

3.19+		Certificate of Incorporation of BTN Foods ServCo Corporation

3.20+		Amended and Restated Bylaws of BTN Foods ServCo Corporation

3.21+		Certificate of Formation of Back to Nature Foods Company, LLC

3.22+		Third Amended and Restated Limited Liability Company Agreement of Back to Nature Foods Company, LLC

3.23+		Certificate of Formation of Back to Nature Foods ServCo, LLC

3.24+		Second Amended and Restated Limited Liability Company Agreement of Back to Nature Foods ServCo, LLC

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 (Filed as Exhibit 5.2 to B&G Foods’ Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed on March 29, 2017, and incorporated by reference herein).

5.3+		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).

23.3+		Consent of Dechert LLP (included in Exhibit 5.3).

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 (Filed on Form 305B2 on March 29, 2017, and incorporated by reference herein).

* 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.

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 8th day of November, 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. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC
	BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. PIRATE BRANDS, LLC
	SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC WILLIAM UNDERWOOD COMPANY

	By:	/s/ SCOTT E. LERNER
		Scott E. Lerner
		Executive Vice President, General Counsel, Secretary, Chief Compliance Officer and Director

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	November 8, 2017
Robert C. Cantwell		(Principal Executive Officer)

/s/ Amy J. Chiovari		Corporate Controller and Interim Chief Financial Officer	November 8, 2017
Amy J. Chiovari		(Principal Financial and Accounting Officer)

*		Chairman of the Board of Directors	November 8, 2017
Stephen C. Sherrill

*		Director	November 8, 2017
DeAnn L. Brunts

*		Director	November 8, 2017
Charles F. Marcy

*		Director	November 8, 2017
Dennis M. Mullen

*		Director	November 8, 2017
Cheryl M. Palmer

*		Director	November 8, 2017
Alfred Poe

*		Director	November 8, 2017
David L. Wenner

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

B&G FOODS NORTH AMERICA, INC.
B&G FOODS SNACKS, INC.
BTN FOODS SERVCO CORPORATION

BTN HOLDCO, INC.

SPARTAN FOODS OF AMERICA, INC.

Signature		Title	Date

*		President, Chief Executive Officer and Director	November 8, 2017
Robert C. Cantwell		(Principal Executive Officer)

/s/ Amy J. Chiovari		Corporate Controller and Interim Chief Financial Officer	November 8, 2017
Amy J. Chiovari		(Principal Financial and Accounting Officer)

/s/ Scott E. Lerner		Executive Vice President, General Counsel, Secretary, Chief	November 8, 2017
Scott E. Lerner		Compliance Officer and Director

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

BACK TO NATURE FOODS COMPANY, LLC

BACK TO NATURE FOODS SERVCO, LLC

BEAR CREEK COUNTRY KITCHENS, LLC
PIRATE BRANDS, LLC

VICTORIA FINE FOODS, LLC

Signature		Title	Date

*		President and Chief Executive Officer	November 8, 2017
Robert C. Cantwell		(Principal Executive Officer)

/s/ Amy J. Chiovari		Corporate Controller and Interim Chief Financial Officer	November 8, 2017
Amy J. Chiovari		(Principal Financial and Accounting Officer)

/s/ Scott E. Lerner		Executive Vice President, General Counsel, Secretary and	November 8, 2017
Scott E. Lerner		Chief Compliance Officer

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

WILLIAM UNDERWOOD COMPANY

Signature		Title	Date

*		President, Chief Executive Officer and Trustee	November 8, 2017
Robert C. Cantwell		(Principal Executive Officer)

/s/ Amy J. Chiovari		Corporate Controller and Interim Chief Financial	November 8, 2017
Amy J. Chiovari		Officer (Principal Financial and Accounting Officer)

/s/ Scott E. Lerner		Trustee	November 8, 2017
Scott E. Lerner

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

EX-3.17 2 a17-26105_1ex3d17.htm CERTIFICATE OF INCORPORATION OF BTN HOLDCO, INC.

Exhibit 3.17

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:32 PM 08/07/2012

FILED 03:23 PM 08/07/2012

.V 120913522 — 5195160 FILE

CERTIFICATE OF INCORPORATION

BTN HOLDCO, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “Corporation”) is BTN Holdco, Inc.

SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is do The Corporation Trust Company 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted by and promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is five thousand (5,000) shares of Common Stock with a par value of one cent (5.01) per share.

FIFTH: No Director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that the foregoing clause shall not apply to any liability of a Director (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 which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the Director derived an improper personal benefit. This Article shall not eliminate or limit the liability of a Director for any act or omission occurring prior to the time this Article became effective.

SIXTH: The name and mailing address of the Incorporator is as follows:

	NAME:	MAILING ADDRESS:

Martin A. Clarke, Esq.		c/o Dickstein Shapiro LLP
		One Stamford Plaza
		263 Tresscr Blvd., Suite 1400
		Stamford, CT 06901

SEVENTH: The Corporation is to have a perpetual existence.

EIGHTH: Elections of Directors need not be by written ballot unless the Bylaws of the Corporation so provide.

NINTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is authorized and empowered to adopt, alter, amend and repeal the Bylaws of the Corporation in any manner not inconsistent with the laws of Delaware.

TENTH: The Corporation shall indemnify its officers, directors, employees and agents to the greatest extent permitted by the General Corporation Law of the State of Delaware.

ELEVENTH: Meetings of the stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 7th day of August, 2012.

	/s/ Martin A. Clarke, Esq.
	Martin A. Clarke, Esq.
	Incorporator

EX-3.18 3 a17-26105_1ex3d18.htm AMENDED AND RESTATED BYLAWS OF BTN HOLDCO, INC.

Exhibit 3.18

AMENDED AND RESTATED BYLAWS

BTN HOLDCO, INC. (1)

ARTICLE I

STOCKHOLDERS

1.1. Meetings.

1.1.1. Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2. Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3. Special Meetings. Special meetings of the stockholders of the Company may be called at any time by the chief executive officer, the board of directors, or by the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

1.1.4. Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5. Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

1.1.6. Notice of Meetings; Waiver.

(a) Written or printed notice of the place, date and hour of the meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, shall be delivered not less than ten nor more than sixty days prior to the meeting, either personally or by mail, by or at the direction of the board of directors or person calling the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been delivered to a stockholder on the third day after it is deposited in the United States mail, postage prepaid, addressed to the stockholder at his or her address as it appears on the record of stockholders of the Company, or, if he or she shall have filed with the secretary of the Company a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. Such further notice shall be given as may be required by law or otherwise provided herein.

(b) No notice of any meeting of stockholders need be given to any stockholder who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a

(1) Amended and restated as of October 2, 2017.

written waiver of notice. The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

1.2. Stockholder Business and Nominations.

1.2.1. Annual Meetings of Stockholders. Nominations of persons for election to the board of directors of the Company and the proposal of business to be considered by the stockholders at an annual meeting of stockholders may be made (i) by or at the direction of the board of directors or the chairman of the board, or (ii) by any stockholder of the Company who is entitled to vote at the meeting.

1.2.2. Special Meetings of Stockholders. Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Company’s notice of meeting pursuant to Section 1.1.6 of these bylaws shall be conducted at such meeting. Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Company’s notice of meeting (i) by or at the direction of the board of directors or the chairman of the board or (ii) by any stockholder of the Company who is entitled to vote at the meeting.

ARTICLE II

DIRECTORS

2.1. Number and Term. The number of directors shall be such as the board of directors may by resolution direct from time to time. Except as otherwise provided in the certificate of incorporation or by law, at each meeting of the stockholders for the election of directors, provided a quorum is present, the directors shall be elected by a plurality of the votes cast in such election. Each director shall hold office for a term that will expire at the annual meeting of stockholders immediately succeeding their election, and until his successor shall have been elected and shall qualify, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The chairman of the board, if one be elected, shall be chosen from among the directors.

2.2. Meetings.

2.2.1. Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2. Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.3. Special Meetings. Special meetings of the board may be called by direction of the chief executive officer or any two members of the board on three days’ notice to each director, either personally or by mail, telegram, electronic mail or facsimile transmission.

2.2.4. Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5. Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6. Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

ARTICLE III

OFFICERS

3.1. Election. At its first meeting after each annual meeting of the stockholders, the board of directors shall elect a chief executive officer or president, treasurer, secretary and such other officers as it deems advisable.

3.2. Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. Except as otherwise provided by board resolution, (i) the chief executive officer shall be the president of the Company, shall have general supervision over the business and operations of the Company, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the board and stockholders, (ii) the other officers shall have the duties customarily related to their respective offices, and (iii) any vice president, or vice presidents in the order determined by the board, shall in the absence of the chief executive officer, have the authority and perform the duties of the chief executive officer.

ARTICLE IV

INDEMNIFICATION

4.1. Right to Indemnification. The Company shall indemnify any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director, officer or trustee of the Company, or is or was serving at the request of the Company as a director, officer or trustee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise (hereinafter an “indemnitee”), against expenses (including attorneys’ fees), judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) (“Delaware General Corporation Law”); provided, that, the Company shall not be required to indemnify any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by or in the right of the Company to procure a judgment in its favor unless 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 the Company. The termination of any action, suit or proceeding by judgment, order,

settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

4.2. Advance of Expenses. In addition to the right to indemnification conferred in Section 4.1 of this Article IV, expenses (including attorneys’ fees) incurred by an indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such indemnitee to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article IV.

4.3. Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article IV shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.4. Insurance and Other Indemnfication. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, trustee, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the Delaware General Corporation Law. The board of directors shall have the power to give other indemnification to the extent permitted by statute.

4.5. Employee or Agent. The Company may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article IV with respect to the indemnification and advancement of expenses of directors, officers and trustees of the Company.

4.6. Certain Defined Terms. For purposes of this Article IV, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, trustees, employees or agents, so that any person who is or was a director, officer, trustee, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IV with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

For purposes of this Article IV, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, trustee, employee or agent of the Company which imposes duties on, or involves service by, such director, officer, trustee, employee or agent with respect to an employee benefit

plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Company for purposes of this Article IV.

4.7. Contractual Obligation. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IV shall be contract rights and shall continue as to a person who has ceased to be a director, officer, trustee employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Any amendment, alteration or repeal of this Article IV that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

These bylaws may be amended or repealed by (i) the affirmative vote of the holders of record of a majority of the outstanding shares of the stock of the Company entitled to vote in respect thereof, given at an annual meeting or at any special meeting, provided that notice of the proposed alteration or repeal or of the proposed new bylaws be included in the notice of such meeting, or (ii) the affirmative vote of a majority of the members of the board of directors, at any regular or special meeting of the board of directors.

EX-3.19 4 a17-26105_1ex3d19.htm CERTIFICATE OF INCORPORATION OF BTN FOODS SERVCO CORPORATION

Exhibit 3.19

	*State of Delaware*
	*Secretary of State*
	*Division of Corporations*
	*Delivered 02:53 PM 09/23/2013*
	*FILED 02:44 PM 09/23/2013*
	*SRV 131117330 — 5403252 FILE*

CERTIFICATE OF INCORPORATION
OF
BTN FOODS SERVCO CORPORATION

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “Corporation”) is BTN Foods ServCo Corporation.

SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, County of Kent, DE 19904; and the name of the registered agent of the Corporation in the State of Delaware at such address is National Registered Agents, Inc.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is five thousand (5,000) shares of Common Stock with a par value of one cent ($.01) per share.

SIXTH: The name and mailing address of the Incorporator is as follows:

	NAME:	MAILING ADDRESS:
	Marybeth O’Keefe, Esq.	c/o Dickstein Shapiro LLP
		One Stamford Plaza
		263 Tresser Blvd., Suite 1400
		Stamford, CT 06901

SEVENTH: The Corporation is to have a perpetual existence.

EIGHTH: Elections of Directors need not be by written ballot unless the Bylaws of the Corporation so provide.

TENTH: The Corporation shall indemnify its officers, directors, employees and agents to the greatest extent permitted by the General Corporation Law of the State of Delaware.

TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

	/s/ Marybeth O’Keefe, Esq.
	Marybeth O’Keefe, Esq.
	Incorporator

EX-3.20 5 a17-26105_1ex3d20.htm AMENDED AND RESTATED BYLAWS OF BTN FOODS SERVCO CORPORATION

Exhibit 3.20

AMENDED AND RESTATED BYLAWS

BTN FOODS SERVCO CORPORATION (1)

ARTICLE I

STOCKHOLDERS

1.1. Meetings.

1.1.1. Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.6. Notice of Meetings; Waiver.

(1) Amended and restated as of October 2, 2017.

1.2. Stockholder Business and Nominations.

ARTICLE II

DIRECTORS

2.2. Meetings.

2.2.1. Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2. Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.4. Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

ARTICLE III

OFFICERS

ARTICLE IV

INDEMNIFICATION

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

ARTICLE VI

AMENDMENTS

EX-3.21 6 a17-26105_1ex3d21.htm CERTIFICATE OF FORMATION OF BACK TO NATURE FOODS COMPANY, LLC

Exhibit 3.21

	*State of Delaware*
	*Secretary of State*
	*Division of Corporations*
	*Delivered 11:39 AM 10/17/2012*
	*FILED 11:39 AM 10/17/2012*
	*SRV 121137644 — 5229240 FILE*

CERTIFICATE OF FORMATION

BACK TO NATURE FOODS COMPANY, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company (hereinafter called the “company”), under the provisions and subject to the requirements of the Delaware limited Liability Act, hereby certifies that:

1. The name of the limited liability company is Back to Nature Foods Company, LLC.

2. The name of its registered agent is National Registered Agents, Inc. The address of its registered office in the State of Delaware is: 160 Greentree Drive, Suite 101, Dover, DE 19904 (County of Kent),

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Back to Nature Foods Company, LLC this 16th day of October, 2012.

	/s/ Lisa A Schroeder
	Lisa A, Schroeder, Authorized Person

EX-3.22 7 a17-26105_1ex3d22.htm THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BACK TO NATURE FOODS COMPANY, LLC

Exhibit 3.22

BACK TO NATURE FOODS COMPANY, LLC

THIRD AMENDED AND RESTATED
LIMITED LIABILTY COMPANY AGREEMENT

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BACK TO NATURE FOODS COMPANY, LLC (the “Company”) is made and entered into as of this 2nd day of October, 2017, by B&G Foods North America, Inc., a Delaware corporation and BTN Holdco, Inc., a Delaware corporation (each a “Member” and, collectively, the “Members”), the Members 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 Members desire to amend and restate the Company’s Second Amended and Restated Limited Liability Company Agreement, dated as of December 29, 2013 (the “Old Agreement”) to set forth certain provisions as to the governance and management of the Company.

NOW, THEREFORE, the Members, by entering into this Agreement, desire 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 agree 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. Members. The name and address of each Member is:

B&G Foods North America, Inc.

Four Gatehall Drive

Parsippany, NJ 07054

BTN Holdco, Inc.

Four Gatehall Drive

Parsippany, NJ 07054

4. Management.

(a) The business and affairs of the Company shall be managed by the Members. The Members 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 Members 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 Members may, by written instrument executed by the Members, appoint a board of directors, officers and agents of the Company to which the Members 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 Members. Only the Members and directors, officers and agents of the Company authorized by the Members to bind the Company by written instrument executed by the Members 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, 540 of which as of the date hereof are owned by B&G Foods North America, Inc. and 460 of which as of the date hereof are owned by BTN Holdco, Inc. 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 Members. The Members shall be reimbursed for all expenses incurred in managing the Company and shall, at the election of the Members, be entitled to compensation for its management services, in an amount to be determined from time to time by the Members.

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

9. Tax Elections. The Members 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 Members. In the event that any additional members are added, this Agreement shall be construed to apply to all of the members, and the additional members shall be required to either: (i) enter into, ratify and approve this Agreement; or (ii) execute a new operating agreement after the Members have 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 Members 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 Members 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 Members and such other persons as are identified by the Members by written instrument executed by the Members as entitled to be indemnified under this section for all costs, losses, liabilities and damages paid or accrued by the Members 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 Members or any such other person upon receipt by the Company of an undertaking by or on behalf of the Members or such other person to repay such amount if it shall ultimately be determined that the Members or such other person are 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 Equity Purchase Agreement, dated as of August 19, 2017, by and among the Members, the Company, Brynwood Partners VI L.P., Mondelez BTN Holdings LLC, and the other sellers signatory thereto), 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 Members, 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 Members or the occurrence of any other event that terminates the continued membership of the Members shall not cause a dissolution of the Company.

(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 Members.

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 Members and the Company and supersedes all prior oral and written agreements by the Members 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 Members.

19. Rights of Creditors and Third Parties. This Agreement is entered into by the Members 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 Members, 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 Members.

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

MEMBERS:

B&G FOODS NORTH AMERICA, INC.


	By:	/s/ Scott E. Lerner
		Name:	Scott E. Lerner
		Title:	Executive Vice President

BTN HOLDCO, INC.


	By:	/s/ Scott E. Lerner
		Name:	Scott E. Lerner
		Title:	Executive Vice President

Signature Page to Third Amended and Restated Limited Liability Company Agreement

EX-3.23 8 a17-26105_1ex3d23.htm CERTIFICATE OF FORMATION OF BACK TO NATURE FOODS SERVCO, LLC

Exhibit 3.23

	*State of Delaware*
	*Secretary of State*
	*Division of Corporations*
	*Delivered 02:52 PM 09/23/2013*
	*FILED 02:43 PM 09/23/2013*
	*SRV 131117306 — 5403251 FILE*

CERTIFICATE OF FORMATION

BACK TO NATURE FOODS SERVCO, LLC

THIS CERTIFICATE OF FORMATION of Back to Nature Foods ServCo, LLC (the “Company”) is being executed and filed by the undersigned initial organizer of the Company for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. §§18-101 et seq.) and all amendments thereto (the “Act”). In furtherance of the foregoing and in accordance with §18-201 of the Act, the initial organizer of the Company does hereby certify that:

1. Name. The name of the Company is Back to Nature Foods ServCo, LLC.

2. Registered Office. The address of the registered office of the Company in the
State of Delaware is National Registered Agents, Inc.

3. Registered Agent. The name and address of the registered agent for service of
process on the Company in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904.

IN WITNESS WHEREOF, the undersigned initial organizer of the Company has
caused this Certificate of Formation of Back to Nature Foods ServCo, LLC, which shall become effective upon filing, to be duly executed as of the 23rd day of September, 2013.

	/s/ Marybeth O’Keefe, Esq.
	Marybeth O’Keefe, Esq.
	Authorized Person

EX-3.24 9 a17-26105_1ex3d24.htm SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BACK TO NATURE FOODS SERVCO, LLC

Exhibit 3.24

BACK TO NATURE FOODS SERVCO, LLC

SECOND AMENDED AND RESTATED
LIMITED LIABILTY COMPANY AGREEMENT

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BACK TO NATURE FOODS SERVCO, LLC (the “Company”) is made and entered into as of this 2nd day of October, 2017, by Back to Nature Foods Company, LLC, a Delaware limited liability company and BTN Foods ServCo Corporation, a Delaware corporation (each a “Member” and, collectively, the “Members”), the Members of the Company.

R E C I T A L S:

B. The Members desire to amend and restate the Company’s Amended and Restated Limited Liability Company Operating Agreement, dated as of July 21, 2015 (the “Old Agreement”) to set forth certain provisions as to the governance and management of the Company.

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

3. Members. The name and address of each Member is:

Back to Nature Foods Company, LLC

Four Gatehall Drive

Parsippany, NJ 07054

BTN Foods ServCo Corporation

Four Gatehall Drive

Parsippany, NJ 07054

4. Management.

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, 990 of which as of the date hereof are owned by Back to Nature Foods Company, LLC and 10 of which as of the date hereof are owned by BTN Foods ServCo Corporation. 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.

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

13. Indemnification.

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 Equity Purchase Agreement, dated as of August 19, 2017, by and among B&G Foods North America, Inc., Back to Nature Foods Company, LLC, Brynwood Partners VI L.P., Mondelez BTN Holdings LLC, and the other sellers signatory thereto), managers, directors, members, officers or employees of the Company.

14. Dissolution.

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

under this Agreement or any other agreement between the Company and the Members, 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 Members.

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

MEMBERS:

BACK TO NATURE FOODS COMPANY, LLC

By:	/s/ Scott E. Lerner
	Name:	Scott E. Lerner
	Title:	Executive Vice President

BTN FOODS SERVCO CORPORATION

By:	/s/ Scott E. Lerner
	Name:	Scott E. Lerner
	Title:	Executive Vice President

Signature Page to Second Amended and Restated Limited Liability Company Agreement

EX-5.3 10 a17-26105_1ex5d3.htm OPINION OF DECHERT LLP.

Exhibit 5.3

November 8, 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”), Back to Nature Foods Company, LLC, a Delaware limited liability company, BTN Foods ServCo Corporation, a Delaware corporation, Back to Nature Foods ServCo, LLC, a Delaware limited liability company, and BTN Holdco, Inc., a Delaware corporation (collectively, the “New Subsidiary Guarantors”), and each of the other subsidiary guarantors listed on Schedule A hereto (the “Existing Guarantors” and, together with the New Subsidiary Guarantors, the “Subsidiary Guarantors”), in connection with the preparation and filing of Post-Effective Amendment No. 2 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, as amended by Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed with the Commission on March 29, 2017 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 Guarantors and issued and sold in accordance with the Registration Statement, as further amended by the Amendment, and applicable Prospectus Supplement as contemplated by the Registration Statement, as further amended by the Amendment, and applicable Prospectus Supplement, and (b) delivered to the purchaser or purchasers thereof against receipt by the New Subsidiary Guarantors of such lawful consideration therefor as the Member or the Board (as defined below) may determine, will be valid and binding obligations of the New Subsidiary Guarantors enforceable against the New Subsidiary Guarantors 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 (the “Member”) or the board of directors (the “Board”), as applicable, of the New Subsidiary Guarantors, including any appropriate committee appointed thereby, 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 Guarantors 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 Guarantors; (iii) the definitive terms of each class and series of the Guarantees not presently provided for in the Registration Statement or the certificates of incorporation, certificates of formation and other similar incorporation or formation documents of the New Subsidiary Guarantors (collectively, the “Governing 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 Governing 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 or the Board, as applicable, and reflected in appropriate documentation reviewed by us, and (y) shall not violate any applicable law, the Governing Documents or the Agreements (subject to the further assumption that such Governing 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 Guarantors and so as to comply with any restriction imposed by any court or governmental body having jurisdiction over the New Subsidiary Guarantors; (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 Guarantors 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 Guarantors); (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 manner stated in the Registration Statement, as further 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 Guarantors 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, 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

Schedule A

Subsidiary Guarantors

B&G Foods North America, Inc.

B&G Foods Snacks, Inc.

Back to Nature Foods Company, LLC

Back to Nature Foods ServCo, LLC

BTN Foods ServCo Corporation

BTN Holdco, Inc.

Bear Creek Country Kitchens, LLC

Pirate Brands, LLC

Spartan Foods of America, Inc.

Victoria Fine Foods, LLC

William Underwood Company