8-K

As filed with the Securities and Exchange Commission on April 9, 2014

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):  April 3, 2014

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, 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 1.01.  Entry into a Material Definitive Agreement.

On April 3, 2014, B&G Foods North America, Inc., a wholly owned operating subsidiary of B&G Foods, Inc., BCCK Holdings, Inc., American Capital Equity I, LLC, American Capital Equity II, LP, American Capital, Ltd. and certain individual sellers entered into a Purchase Agreement, pursuant to which B&G Foods North America has agreed to acquire BCCK Holdings, Inc. for a purchase price of $155 million in cash, subject to certain closing and post-closing adjustments.

The agreement contains customary representations, warranties, covenants and indemnification provisions.  Subject to the satisfaction of customary closing conditions set forth in the agreement, B&G Foods expects the acquisition to close in April 2014.

None of B&G Foods, B&G Foods North America or any of their affiliates, or any director or officer of B&G Foods or B&G Foods North America, or any associate of any such director or officer, has any material relationship with any of the other parties identified above.

B&G Foods intends to fund the acquisition and fees and expenses related to the acquisition with borrowings under its existing revolving credit facility.

Item 7.01.  Regulation FD Disclosure.

On April 3, 2014, B&G Foods issued a press release announcing the execution and delivery of the agreement described above.  The information contained in the press release, which is attached to this report as Exhibit 99.1, is incorporated by reference herein and is furnished pursuant to Item 7.01, “Regulation FD Disclosure.”

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits.

99.1 Press Release dated April 3, 2014, furnished pursuant to Item 7.01

2

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: April 9, 2014	By:	/s/ Scott E. Lerner
		Scott E. Lerner Executive Vice President, General Counsel and Secretary

3

EX-99.1

Exhibit 99.1

B&G Foods Announces Agreement to Acquire
Specialty Brands of America, including Bear Creek Country Kitchens®

Parsippany, N.J., April 3, 2014 —B&G Foods, Inc. (NYSE: BGS) announced today that it has entered into an agreement to acquire Specialty Brands of America, Inc. and related entities from affiliates of American Capital, Ltd. and certain individuals for approximately $155 million in cash, subject to certain closing and post-closing adjustments.

“We are excited to have reached an agreement to acquire Specialty Brands of America,” stated David L. Wenner, President and Chief Executive Officer of B&G Foods.  “Under the leadership of American Capital and Dom Bastien, the founder and Chief Executive Officer of Specialty Brands, the company has built a solid and profitable business that continues to grow.”

Mr. Wenner continued, “We look forward to welcoming Specialty Brands into our family of brands.  These brands complement very well our existing portfolio of brands and we believe that B&G Foods will be able to enhance the growth prospects of these brands.  In addition, consistent with our acquisition strategy, we expect the acquisition to be immediately accretive to our earnings per share and free cash flow.”

B&G Foods projects that following the acquisition, Specialty Brands will generate on an annualized basis after being fully integrated into B&G Foods net sales of approximately $85 million and adjusted EBITDA of approximately $20 million.

Specialty Brands is a leading packaged foods company with a portfolio of strong and differentiated brands.  Specialty Brands’ largest brand is Bear Creek Country Kitchens.  Bear Creek is the leading brand of hearty dry soups in the United States.  Bear Creek also offers a line of savory pasta dishes and hearty rice dishes. Specialty Brands also offers Spring Tree, Cary’s and MacDonald’s pure maple syrups and pancake syrups, New York Flatbreads and Canoleo margarine.

B&G Foods intends to fund the acquisition with cash on hand and borrowings under its existing revolving credit facility.  B&G Foods expects the acquisition to close during the second or third quarter of 2014, subject to regulatory approval and the satisfaction of customary closing conditions.

American Capital was advised by Evercore Group L.L.C. on the transaction.

About American Capital

American Capital, Ltd. (Nasdaq: ACAS) is a publicly traded private equity firm and global asset manager.  American Capital, both directly and through its asset management business, originates, underwrites and manages investments in middle market private equity, leveraged finance, real estate, energy & infrastructure and structured products.  American Capital manages $19 billion of assets, including assets on its balance sheet and fee earning assets under management by affiliated managers, with $93 billion of total assets under management (including levered assets).  Through an affiliate, American Capital manages publicly traded American Capital Agency Corp. (Nasdaq: AGNC) with approximately $9 billion of net book value, American Capital Mortgage

Investment Corp. (Nasdaq: MTGE) with approximately $1 billion of net book value and American Capital Senior Floating, Ltd. (Nasdaq: ACSF).  From its eight offices in the U.S. and Europe, American Capital and its affiliate, European Capital, will consider investment opportunities from $10 million to $750 million.  For further information, please refer to www.AmericanCapital.com.

About B&G Foods, Inc.

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

Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include without limitation statements related to the planned acquisition of Specialty Brands and the timing thereof; and the expected impact of the acquisition, including without limitation, the growth potential of Specialty Brands and the expected impact on B&G Foods’ earnings per share growth, net sales, adjusted EBITDA and free cash flow.  Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for fiscal 2013 filed on February 26, 2014.  B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts:

Investor Relations:	Media Relations:
ICR, Inc.	ICR, Inc.
Don Duffy	Matt Lindberg
866-211-8151	203-682-8214