-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KKg5mUMBs8k8PPzFrAS9ztbFMkHHfxmyRJHnTWQSGIH2dj97AzUDCPjNY7C/lkuk 40nFFIcY0+mT1/X4XWNq5Q== 0001104659-09-044125.txt : 20090721 0001104659-09-044125.hdr.sgml : 20090721 20090721170653 ACCESSION NUMBER: 0001104659-09-044125 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090721 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20090721 DATE AS OF CHANGE: 20090721 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32316 FILM NUMBER: 09955568 BUSINESS ADDRESS: STREET 1: FOUR GATEHALL DRIVE STREET 2: SUITE 110 CITY: PARSIPPANY STATE: NJ ZIP: 07034 BUSINESS PHONE: 9734016500 MAIL ADDRESS: STREET 1: FOUR GATEHALL DRIVE STREET 2: SUITE 110 CITY: PARSIPPANY STATE: NJ ZIP: 07034 FORMER COMPANY: FORMER CONFORMED NAME: B&G FOODS HOLDINGS CORP DATE OF NAME CHANGE: 20040129 8-K 1 a09-19342_18k.htm 8-K

 

As filed with the Securities and Exchange Commission on July 21, 2009

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  July 21, 2009

 

B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

001-32316

 

13-3918742

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

Four Gatehall Drive, Suite 110, Parsippany, New Jersey

 

07054

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 7.01.  Regulation FD Disclosure.

 

B&G Foods has proposed to its lenders an amendment to its existing senior secured credit facility.  The purpose of the proposed amendment is to:

 

·                  appoint Credit Suisse as administrative agent under the credit facility to replace Lehman Commercial Paper, Inc.;

 

·                  permit B&G Foods to do one or more of the following:

 

-                 make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of B&G Foods’ 12% senior subordinated notes due 2016 for cash, subject to the restricted payments test set forth in B&G Foods’ senior notes indenture;

 

-                 make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of the senior subordinated notes in exchange for Class A common stock; and

 

-                 refinance the senior subordinated notes with senior unsecured indebtedness provided  B&G Foods’ consolidated leverage ratio is less than or equal to 4.5 to 1.0 after giving effect to the refinancing; and

 

·                  extend the maturity date for the existing undrawn $25.0 million revolving credit facility from January 10, 2011 to February 26, 2013 so that it will have the same maturity date as the existing $130.0 million of borrowings under the term loan facility.

 

The proposed amendment requires the consent of a majority of the lenders under the credit facility and, with respect to the extension of the revolving credit facility, all of the revolving credit lenders.  No assurance can be given that the proposed amendment will be consummated on the terms contemplated or at all.

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

B&G FOODS, INC.

 

 

 

 

Dated: July 21, 2009

By:

/s/ Robert C. Cantwell

 

 

Robert C. Cantwell

 

 

Executive Vice President of Finance and Chief Financial Officer

 

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