8-K

As filed with the Securities and Exchange Commission on October 5, 2015

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): October 5, 2015

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 7.01.  Regulation FD Disclosure.

On October 5, 2015, B&G Foods will be making a slide presentation to prospective lenders for the purpose of obtaining debt financing in connection with B&G Foods’ previously announced agreement to acquire the Green Giant and Le Sueur brands and certain related assets from General Mills.  Attached hereto as Exhibit 99.1 are excerpts from the slide presentation.  The information contained in 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             Excerpts from Lender Presentation dated October 5, 2015, furnished pursuant to Item 7.01

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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: October 5, 2015	By:	/s/ Scott E. Lerner
		Scott E. Lerner
		Executive Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

CONFIDENTIAL Public Lender Presentation October 5, 2015

Confidential Information The following presentation includes confidential information and constitutes “Evaluation Material” as defined in the Notice To and Undertaking By Recipients contained in the Confidential Information Memorandum dated October 2015, and is subject to the confidentiality provisions contained therein. Forward-Looking Statements Statements in this presentation that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this presentation include, without limitation, statements related to net sales, net income, adjusted EBITDA and excess cash projections for our base business; the planned acquisition of the Green Giant and Le Sueur brands and the timing and financing thereof; the expected impact of the planned acquisition, including without limitation, the expected impact on B&G Foods’ earn ings per share, net sales, net income, adjusted EBITDA, capital expenditures, cash taxes, cash interest, working capital, free cash flow, excess cash and dividends, and the expected tax benefits of the acquisition; B&G Foods’ plans to reinvigorate the brands, by among other things, introducing new and innovative products that meet the needs of consumers; and B&G Foods’ plan to consider an equity offering post -acquisition to delever. 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. Factors that may affect actual results include, without limitation: whether and when the required regulatory approvals will be obtained, whether and when the other closing conditions will be satisfied and whether and when the transaction and related financing will close, whether and when the Company will be able to realize the expected financial results and accretive effect of the transaction, and how customers, competitors, suppliers and employees will react to the acquisition. 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 2014 filed on March 4, 2015 and in our subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 1

About Non-GAAP Financial Measures Certain disclosures in this presentation include “non-GAAP (Generally Accepted Accounting Principles) financial measures.” “EBITDA” (which we define as net income before net interest expense, income taxes, depreciation and amortization and loss on extinguishment of debt), “Adjusted EBITDA” (which we define as EBITDA, further adjusted for cash and non-cash acquisition-related expenses, gains or losses (which may include third party fees and expenses, integration, restructuring and consolidation expenses), intangible asset impairment charges and related asset write-offs; gains or losses related to changes in the fair value of contingent liabilities from earn-outs; and loss on product recalls, including customer refunds, selling, general and administrative expenses and the impact on cost of sales), “Excess Cash” (which we define as Adjusted EBITDA less cash interest expenses, cash taxes / withholding and capital expenditures plus share based compensation expense) and “Free Cash Flow” (which we define as Adjusted EBITDA less capital expenditures) are non-GAAP financial measures. A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in B&G Foods’ consolidated balance sheets and related consolidated statements of operations, changes in stockholders’ equity and comprehensive income and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. The Company's non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Additional information regarding these non-GAAP financial measures, including reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures, is included elsewhere herein and in B&G Foods’ Annual Report on Form 10-K for fiscal 2014 filed with the SEC on March 4, 2015 and Quarterly Reports on Form 10-Q filed with the SEC on April 28, 2015 and July 30, 2015. Copies of these filings may be viewed at B&G Foods’ website at www.bgfoods.com under “Investor Relations – SEC Filings.” Preliminary Financial Information The financial data included in this presentation for the Green Giant brand for the fiscal years ended May 31, 2013, 2014 and 2015 are preliminary and unaudited and are subject to change based upon the completion of financial statements for the Green Giant brand for the fiscal years ended May 31, 2013, 2014 and 2015 and the audits thereof. 2

Agenda Transaction Overview Greg Smith, Barclays Introduction Bob Cantwell, B&G Foods Green Giant Overview Bob Cantwell, B&G Foods B&G Foods Update Tom Crimmins, B&G Foods Syndication Overview Ben Burton, Barclays Appendix

Transaction Overview Barclays

Transaction Summary B&G Foods (“B&G” or the “Company”) manufactures, sells and distributes a diverse portfolio of branded, high quality, shelf-stable food and household products across the United States, Canada and Puerto Rico Diverse portfolio of 40+ brands, including condiments, ethnic foods, hot cereals, snacks, fruit spreads, canned meats and beans, dry soups and seasonings, many of which rank among the top two in their respective categories On September 3, 2015, B&G Foods announced that it has entered into an agreement to acquire the Green Giant and Le Sueur branded shelf-stable and frozen business ("Green Giant") in North America and select export markets from General Mills –  Green Giant is a leading vegetable brand in North America with an iconic brand identity Purchase price of approximately $765mm (or ~7.8x pro forma adjusted EBITDA), plus a closing inventory adjustment Transaction expected to be funded with borrowings under the Company's existing revolving credit facility and a new $500mm Term Loan B Facility – – – Pro forma LTM (10/5/15) senior secured leverage (senior secured debt / adjusted EBITDA) expected to be 3.6x with total leverage (total debt / adjusted EBITDA) of 5.8x (1) After combined financial statements are available, B&G Foods will consider issuing, depending upon market conditions and other factors, common stock in the first half of 2016 to delever The acquisition is expected to close during the fourth quarter of 2015, subject to customary closing conditions including the receipt of regulatory approvals (1) Assumes reduction in revolver balance of $50mm from peak-level inventory sell-off following transaction close. 3

Sources & Uses and Pro Forma Projected Capitalization ($ in millions) Sources $ % Uses $ % Cash $0 0.0% Purchase Price $765 88.6% Existing Revolver New Term Loan B 364 500 42.1% 57.9% Closing Inventory Adjustment Fees and Expenses Initial Working Capital Build 60 19 20 6.9% 2.2% 2.3% Total Sources $864 100.0% Total Uses $864 100.0% (1) Cash balance of $99mm from Q2 10Q filing adjusted for ~$50M used to fund Mama Mary’s acquisition. B&G Pro Forma LTM Q2 2015 is presented as if the Mama Mary’s brand acquired on July 10, 2015 had been acquired at the beginning of the LTM period. (2) Adjustment reflects expected impact of Green Giant transaction, adjusted for $50mm of peak-level inventory sell-off following the transaction close. Proceeds used to reduce revolver balance by $50mm. Adjusted EBITDA represents the midpoint of projected adjusted EBITDA of $95mm to $100mm. Capital expenditures do not include one-time anticipated capital expenditures of approximately $30mm that will be required to move equipment from Belvidere, IL to Irapuato, MX and/or one or more co-packers. 4 Pro Forma Projected Capitalization ($ in millions) Cash Revolving Credit Facility Existing Term Loan A New Term Loan B Total Secured Debt 4.625% Senior Notes Total Debt Shareholder's Equity Total Capitalization Pro Forma Statistics Total Adj. EBITDA Capital Expenditures Cash Interest Expense Secured Debt / EBITDA Total Debt / EBITDA Net Debt / EBITDA B&G Pro Forma LTM Q2 2015 (1) Adj. (2) Consolidated Pro Forma Projected $49 - 285 - $0 314 - 500 $49 314 285 500 $285 700 $814 - $1,099 700 $985 466 $814 - $1,799 466 $1,451 B&G Pro Forma LTM Q2 2015 (1) $814 Adj. (2) $2,265 Consolidated Pro Forma Projected $206 17 43 1.4x 4.8x 4.5x $98 5 24 $304 22 67 3.6x 5.9x 5.8x Sources & Uses

Bob Cantwell President & CEO

$858 million Net Sales Q2 2015 LTM Recently Announced Agreement to Acquire Green Giant (Annualized Net Sales of ~$550 million ) 1,000 Employees $3.9 billion Total Capitalization (1) NYSE Listed: BGS Eight Manufacturing Locations; Over 50 Co-Packers Global Sourcing of Products and Materials (1) Pro forma for acquisition of Green Giant; stock price as of 9/4/15. 5

Our Investment Thesis We successfully acquire and operate established food brands and make them relevant for today’s consumer Maximize growth of high potential brands Conduct accretive M&A to grow shareholder value Maintain industry leading adjusted EBITDA margins Win with high quality superior products, first in class customer service and differentiated innovation Manage brands for working capital and free cash flow efficiency Enduring commitment to deleveraging Enduring commitment to returning a meaningful portion of excess cash to shareholders 6

Focused Acquisition Strategy Branded products with defensible market positions Focus on acquiring brands at accretive multiples Generate accretive cash flow of at least 50% of the EBITDA acquired Acquiring “like” products facilitates sales, distribution and G&A synergies Provides advantages over private equity buyers – 7

Seven Acquisitions in the Last Three Years New York Style / Old London Acquisition Rickland Orchards Acquisition October 2012 October 2013 TrueNorth Acquisition Specialty Brands Acquisition May 2013 April 2014 Mama Mary’s Acquisition Pirate Brands Acquisition July 2013 July 2015 Green Giant Acquisition Expected to Close Q4 2015 (1) (1) Subject to customary closing conditions, including the receipt of regulatory approvals. 8

B&G Foods Growth Strategy Pro Forma Projected Net Sales (1) ~$1.4 billion Net Sales Gross Sales 1996 Q2 2015 LTM The Future (1) Pro forma projected annual results for B&G Foods and Green Giant after the completion of a 6 to 12 month transition period. 9 Bolt-On + Transformative Acquisitions Cash flow and EPS accretive Attractive cost synergies Organic Growth Continue to drive cost efficiencies in the business Invest in key high-margin brands with new products and new distribution Diversify into snack and frozen categories Integrating Acquisitions is a B&G Foods Core Competency 2015 2014 2013 2012 2011 2010 2007 2006 2003 1999 1998 1997 Branded$858 million $82 million

Strong, Well-Experienced Management Team B&G Foods’ management team has acquired and integrated over 40 brands successfully since 1996 Robert C. Cantwell President, CEO CPA at Deloitte & Touche B&G Foods CFO from 1991 through 2014 32 Thomas Crimmins EVP of Finance, CFO Spent 16 years at DRS Technologies, Inc., the last three as Executive Vice President and Chief Financial Officer Assurance practice of PricewaterhouseCoopers from 1992 to 1999 ~6 months William F. Herbes EVP of Operations 24 years of experience in operations and supply chain management at Warner Lambert and its successor companies, Pfizer and Cadbury Schweppes Independent consultant to leading consumer packaged goods companies 6 Scott E. Lerner EVP, General Counsel, Secretary and Chief Compliance Officer 18 (1) Associate at Dechert LLP Vanessa E. Maskal EVP of Sales and Marketing 13 Senior positions at IBC Inc., Drake Bakeries and Whatman Inc. Michael Sands EVP of Snacks Co-founder and Chief Operating Officer of Rickland Orchards President and CEO of Balance Bar Company Chief Marketing and Operations Officer of the Snapple Beverage Group Chief Marketing Officer and Director of International Sales of Ben & Jerry’s Co-founder and CEO of LesserEvil Brand Snacks 2 William H. Wright EVP of Quality Assurance and R&D 30 years of supervision and management experience in maintenance, manufacturing and operations at Johnson & Johnson Plant manager at First Quality Products 17 (1) Includes 8 years as outside corporate & securities and M&A counsel to B&G Foods. 10 Executive B&G Experience (years) Prior Experience

Overview of Green Giant Acquisition

Acquisition Overview Frozen manufacturing facility in Irapuato, Mexico and manufacturing equipment currently located at Intellectual property, inventory, co-pack agreements, etc. existing credit agreement including the receipt of regulatory approvals 11 Assets to be Acquired B&G Foods has signed an agreement to acquire the Green Giant and Le Sueur branded shelf-stable and frozen business ("Green Giant") in North America and select export markets from General Mills General Mills' Belvidere, IL facility Transaction structured as an asset carve-out and will not include management or overhead functions Consideration $765mm in cash plus inventory adjustment at closing Valuation ~7.8x pro forma adjusted EBITDA (excluding inventory adjustment at closing) NPV of expected tax benefits from asset step up of ~$137mm (purchase price multiple net of expected tax benefits of ~6.4x) Sources of Funding Acquisition and related fees and expenses expected to be funded with borrowings under B&G Foods' existing $500mm undrawn revolving credit facility and a new ~$500mm term loan facility under the After combined financial statements are available, B&G Foods will consider issuing, depending on market conditions and other factors, common stock to delever Pro Forma Impact Following a 6 to 12 month transition period, Green Giant is expected to generate annualized net sales of ~$550mm and annualized adjusted EBITDA of ~$95mm to $100mm Expected to be immediately accretive to earnings per share and free cash flow Frozen business provides additional platform for future growth and acquisitions Timing Expected to close during the fourth quarter of 2015, subject to customary closing conditions,

Transaction Overview (continued) Pro Forma Projected (2) for Green Giant Frozen 25% Standalone B&G Foods Snacks 17% Dry Grocery 83% Snacks 11% Dry Grocery 64% Net Sales (1): ~$875 - $885mm Adjusted EBITDA (1) : ~$199 - $204mm Net Sales: ~$1,425 - $1,435mm Adjusted EBITDA: ~$294 - $304mm (1) Represents management guidance for full year fiscal 2015. (2) Pro forma projected annual results for B&G Foods and Green Giant after the completion of a 6 to 12 month transition period. 12

Strategic Rationale and Canada, respectively 13 Green Giant Acquisition Iconic brand #2 / #1 defensible brand positions in U.S. Adjacent (shelf-stable) and complementary (frozen) categories Flexible supply chain Frozen provides additional platform for future acquisitions Significant cash flow generation Immediately accretive B&G Foods Strengths Seasoned management team that has successfully executed strategy for over 15 years Proven ability to source acquisitions that are immediately accretive Track record of repositioning acquired brands, halting sales declines and innovating for growth Brand management focuses growth efforts on higher-margin opportunities Superior margin structure, low capex profile and low cash taxes generate significant free cash flow Strong track record of generating stable cash flow enabling the company to both delever and return a meaningful portion of cash flows to shareholders

Green Giant Snapshot Key Products – Frozen Key Products – Shelf-Stable US Canada U.S. Canada Shelf-Stable 38% Frozen 62% (1) Per AC Nielsen xAOC. Excludes ice cream and ice cream novelties. 14 Strategic Rationale for Frozen Entry 99% Household Penetration  Highly relevant to consumers and retailers While some large-scale players, including Green Giant, have faced challenges overall category has been flat -Category sales from ’11-’14 increased by 0.4% and volumes were down 1.8%(1) Health & Wellness oriented brands have experienced significant growth in the freezer space Category is ripe for innovation and consolidation Given the challenges of the large-scale players ability to acquire assets at relatively low valuations

Comprehensive Strategy to Reinvigorate Green Giant B&G Foods has a demonstrated track record of reinvigorating iconic brands +40-50 new employees (1) to be hired $20mm to $25mm in incremental brand support planned by B&G Foods B&G Foods plans to put significant resources behind the Green Giant business to stabilize and then revitalize the top-line and re-gain market share Incremental spending in slotting, marketing and G&A Increased strategic funding for brand support to be complemented by increased headcount Transition services agreement with General Mills for a maximum of 6 to 12 months +$12mm in selling expense expected Transition co-manufacturing agreement with General Mills for a maximum of 24 months for products currently produced at Belvidere, IL facility (1) This new headcount is in addition to the ~1,100 manufacturing employees at Irapuato, Mexico that will be transferred to B&G Foods. 21

Manufacturing Footprint B&G Foods has extensive experience self-manufacturing and working with co-packers Approximately 69% of total Green Giant shelf-stable and frozen products expected to be co-packed post acquisition Shelf-stable is 100% co-packed Approximately 66% of frozen expected to be co-packed post acquisition – – Included in the acquisition is a frozen manufacturing facility in Irapuato, Mexico 772,000 sq. ft. with 1,100+ employees Affiliated greenhouse and growing operation – – Expect to transition manufacturing operations and purchased equipment from General Mills’ Belvidere, IL facility to co-packers and/or Irapuato 22

B&G Foods Financial Performance Tom Crimmins, EVP of Finance & CFO

Superior Track Record of Growth and Profitability B&G Foods has benefited from consistent management focused on profitable sales growth, implementing cost savings initiatives and improving productivity As a result net sales and adjusted EBITDA have grown at CAGRs of 9.7% and 13.8%, respectively, since 2008 ($ in millions) ($ in millions) $857.8 1,000 0 1 $249.5 $848.0 300 $247.8 $242.9 $223.3 750 1 $543.9 0 200 $501.0 $513.3 $486.9 $148.7 $133.9 500 1 .0% 0 100 250 0 0 0 0 0 2008 2009 2010 2011 2012 % Growth 2013 2014 LTM Q2 2015 2008 2009 2010 2011 2012 % Margin 2013 2014 LTM Q2 2015 ($ in millions) ($ in millions) $198.9 1 $182.0 $194.1 $175.1 200 $184.0 $169.4 $158.4 $169.0 200 1 1 $119.7 $103.0 $92.3 1 $89.4 1 $78.8 100 100 1 0 9% 0 0 0 1 2008 2009 2010 2011 2012 % Margin 2013 2014 LTM Q2 2015 2008 2009 2010 2011 2012 2013 2014 LTM Q2 2015 FCF / Adj. EBITDA (1) Free cash flow defined as adjusted EBITDA less capital expenditures. 23 91.5% 92.1% 90.2% $120.5 $108.7 93.7% 90. 89.6% 8% 91. 88.1% 22.9% 23.2% 25.4% $131.1 26.7% 24. 1% 23. 3% 20.6% 18.4% Free Cash Flow (1) Adjusted EBITDA 33.5% 29.2% 29.1% $167.7$177.8 35.2% 32. 7% 32. 7% 29.7% 27.5% $725.0 17.0% 8.0% $633.8 14.4% 16.5% 6 2.9% 5.4% Net Sales Gross Profit

First Half 2015 B&G Foods continued its consistent financial performance during the first half of 2015, with 2.4% and 5.2% net sales and adjusted EBITDA growth, respectively ($ in millions) ($ in millions) 500 0 1 $410.8 $401.0 $129.4 $127.7 1 0 100 250 1 0 0 0 0 0 0 H1 2014 H1 2015 H1 2014 H1 2015 % Margin ($ in millions) ($ in millions) $97.3 $89.9 100 $92.5 $83.0 100 1 1 4% 1 1 1 1 0 0 0 0 0 0 H1 2014 H1 2015 H1 2014 H1 2015 % Margin FCF / Adj. EBITDA (1) Free cash flow defined as adjusted EBITDA less capital expenditures. 24 89.7% 92. 23. 7% 23. 1% Free Cash Flow (1) Adjusted EBITDA 31. 8% 31. 5% Net Sales Gross Profit

Proactively Moving to Enhance Margins Focused internally on improving margins on existing products and new product initiatives Trimmed 2015 promotional events Expected pricing gains in 2015 of $10-12 million Full-year 2015 adjusted EBITDA guidance of $199-204 million Increased 2014/2015 capex spending to fund cost reduction projects Entered into five-year agreement with logistics company to manage our three primary distribution centers, including warehousing and transportation. After transition is complete we expect to achieve $8 million in annual cost savings starting in the 2nd half of 2016 Continue to focus on high margin brands and opportunities 25

B&G Foods is Not Commodity Intensive Annual Expense (millions) $50.0 Maple Syrup Nuts Wheat Fruit Concentrate Sugar HFCS Ham 26 $12.5$11.8 $3.5$3.5$2.9$2.7

Expecting Costs to be Relatively Flat in 2015 2013 -$1.4 million 2014 -$1.7 million 2015 (Est.) Flat 4.0 3.0 2.0 1.0 0.0 (1.0) (2.0) (3.0) (4.0) (5.0) (6.0) Commodities Packaging Transporation/Energy Currency Note: Figures on bar chart represent net cost increases or decreases. 27

Industry Leading Profitability and Capital Efficiency B&G Foods has consistently outperformed its competitors in key profitability metrics The charts below illustrate the Company’s superior adjusted EBITDA margin and strong free cash flow generation vs. its mid-cap food peers 23.2% Peer Average = 14.2% 19.4% 17.5% 15.9% 15.3% 13.4% 12.9% 12.4% 12.2% 11.7% 11.0% (1) Peer Average = 80.1% 91.5% 89.6% 88.2% 86.0% 82.8% 82.0% 81.4% 78.5% 75.5% 70.5% 66.9% (1) Note: Averages exclude B&G Foods; Source: company filings. (1) Pro forma for completed acquisitions. (2) Free cash flow defined as adjusted EBITDA less capital expenditures. 28 LTM FCF (2) / Adjusted EBITDA LTM Adjusted EBITDA Margin

Pro Forma Financial Overview

Strong Excess Cash Generation ($ in millions) Pro Forma Projected FY2015 B&G Foods (1) Transac. Adj.(2) Pro Forma Net Sales $880 ~$550 $1,430 Adj. EBITDA % Margin $202 22.9% ~$98 17.7% $299 20.9% (+) Non-cash share based compensation 4 - 4 Adj. EBITDA before non-cash SBC $206 $98 $303 (-) Total Capex (-) Cash Taxes (-) Net Cash Interest (22) (17) (41) (5) (9) (27) (27) (26) (68) Excess Cash Before Dividends % of Adj. EBITDA (-) Cash Dividends (3) % of Excess Cash Before Dividends $126 62.5% (81) 64.5% $57 58.5% $183 61.2% Excess Cash After Dividends $45 (1) Net sales represents the midpoint of B&G Foods’ guidance for full year fiscal 2015 of $875mm to $885mm and adjusted EBITDA represents the midpoint of B&G Foods’ guidance of $199mm to $204mm. (2) Transaction adjustment column represents projected results following a 6 to 12 month transition period. Adjusted EBITDA represents the midpoint of projected adjusted EBITDA of $95mm to $100mm. Total capex does not include one-time anticipated capital expenditures of approximately $30mm that will be required to move equipment from Belvidere, IL to Irapuato, MX and/or one or more co-packers. Net cash interest assumes a $50mm reduction in revolver balance from sale of peak level inventory following transaction close and assumes a blended borrowing cost on incremental debt of approximately 3.2%. (3) Assumes annualized dividend at current dividend rate of $1.40 per share for 57.977mm shares outstanding. 29 Strong Track Record of Returning a Meaningful Portion of Excess Cash to Shareholders – $436 million since 2004

Summary On September 3, 2015, B&G Foods announced that it has entered into an agreement to acquire the Green Giant and Le Sueur branded shelf-stable and frozen business ("Green Giant") in North America and select export markets from General Mills Green Giant is a leading vegetable brand in North America with an iconic brand identity Purchase price of approximately $765mm (or ~7.8x pro forma adjusted EBITDA), plus a closing inventory adjustment – – Pro forma LTM (10/5/15) senior secured leverage (senior secured debt / adjusted EBITDA) expected to be 3.6x with total leverage (total debt / adjusted EBITDA) of 5.8x (1) Consistent with prior track record of successfully acquiring, integrating and operating orphan food brands and making them relevant for today’s consumer, B&G Foods intends to do the following with Green Giant (while continuing to maintain B&G Foods’ industry-leading adjusted EBITDA margins): Maximize growth potential Diversify product portfolio and expand presence at retail – – Green Giant has strong cash flow profile to help B&G Foods effect commitment to deleveraging (1) Assumes reduction in revolver balance of $50mm from peak-level inventory sell-off immediately following transaction close. 30

Syndication Overview Barclays

Preliminary Terms of the Offering (1) The pledge in the case of any foreign subsidiaries will be limited to first-tier subsidiaries and will be limited to 100% of the non-voting equity interests (if any) and 65% of the voting interests of such foreign subsidiaries. 31 Borrower: B&G Foods, Inc. (the “Borrower’) Facility Description: $500 million Incremental Secured Term Loan B (“TLB”) Maturity: 7 years Use of Proceeds: To finance the acquisition of Green Giant (the “Acquired Business”) and to pay related fees and expenses Guarantees: Same as existing Credit Agreement. All present and future material, domestic subsidiaries to the extent required by the terms of the existing Credit Agreement Security: Same as existing Credit Agreement, including, without limitation, substantially all of the tangible and intangible assets of the Acquired Business and a pledge of all of the equity interests in the Borrower’s material subsidiaries (1) to the extent required by the terms of the Existing Credit Agreement Optional Prepayments: 101 soft call for 6 months Mandatory Prepayments: Same as existing Credit Agreement and ratably with the existing term loans under the existing Credit Agreement Mandatory Amortization: 1% per annum with bullet at maturity Negative Covenants: Substantially similar to the existing Credit Agreement Financial Covenants: Same as the existing Credit Agreement: Ratio of Consolidated Total Debt to Consolidated EBITDA not to exceed: – 7.00x for fiscal quarters ending June 30, 2014 through December 31, 2015, – 6.75x for fiscal quarters ending March 31, 2016 through December 31, 2016, and – 6.50x for fiscal quarters ending March 31, 2017 and thereafter Ratio of Consolidated EBITDA to Consolidated Interest Expense not to be less than 1.75x Restricted Payments: Same as existing Credit Agreement

Organizational Structure Chart B&G Foods, Inc. orporation) Company North America, Inc. xico, S. de R.L.] Orchards LLC B&G Foods liability company) Operating Responsabilidad Limitada) Sirops Maple Grove Inc. wood Company olding Company (Québec comp limited liability (Delaware limited liability (Delaware corporation) Holding Company Company for Intellectual Property Holding company) company) operations in Canada Company of America, Inc. (South Carolina corporation) Borrower Operating Company Guarantor Non-Guarantor (1) Entity to be formed for the acquisition of Green Giant Mexican operations. Name to be determined. 33 (Delaware c Holding B&G Foods (Delaware c Operating orporation) Company (1) Rickland Snacks, Inc. B&G Foods Canada, ULC [B&G Foods Me (Delaware limited liability (Delaware corporation) company) Operating Company (British Columbia unlimited (Mexico Sociedad de company in Canada Operating Company in Mexico any) Operating Bear Creek Coun maple syrup (Delaware try Kitchens, LLC Pirate Br William Under ands, LLC (Massachusetts business trust) Spartan Foods H Spartan Foods • $500mm Revolving Credit Facility • $285mm Term Loan A • $500mm Term Loan B • $700mm Senior Notes

Appendix

Non-GAAP Reconciliation ($ in millions) Pro Forma Projected FY2015 B&G Foods(1) Transac. Adj.(2) Pro Forma Net Income Income Tax Expense Interest Expense, Net Depreciation and Amortization $81 45 45 28 $36 20 28 14 $116 65 73 42 EBITDA $199 $98 $296 Acquisition-Related Expenses 3 - 3 Adjusted EBITDA $202 $98 $299 (1) Adjusted EBITDA represents the midpoint of B&G Foods’ guidance of $199mm to $204mm. (2) Transaction adjustment column represents projected Green Giant results following a 6 to 12 month transition period. Adjusted EBITDA represents the midpoint of projected adjusted EBITDA of $95mm to $100mm. Net interest expense assumes a $50mm reduction in revolver balance from sale of peak level inventory following transaction close and assumes a blended borrowing cost on incremental debt of approximately 3.2%. 34

B&G Foods Historical Financial Performance Fiscal Year Ended December LTM ($ in millions) 2009 2010 2011 2012 2013 2014 Q2 2015 Net Sales % growth $501 2.9% $513.3 2.5% $543.9 6.0% $633.8 16.5% $725.0 14.4% $848.0 17.0% $857.8 8.0% Gross Profit % margin $149 29.7% $167.7 32.7% $177.8 32.7% $223.3 35.2% $242.9 33.5% $247.8 29.2% $247.8 28.9% Adjusted EBITDA % margin $103.0 20.6% $119.7 23.3% $131.1 24.1% $169.0 26.7% $184.0 25.4% $194.1 22.9% $198.9 23.2% Depreciation and Amortization % of net sales $14.7 2.9% $15.0 2.9% $16.2 3.0% $18.9 3.0% $24.1 3.3% $27.4 3.2% $26.9 3.1% Adjusted EBIT % margin $88.3 17.6% $104.7 20.4% $114.9 21.1% $150.2 23.7% $159.9 22.1% $166.7 19.7% $172.0 20.1% Net Cash provided by Operating Activities $98.9 $72.0 $100.5 $114.9 $99.1 $120.5 Capex % of net sales $10.7 2.1% $11.0 2.1% $10.6 1.9% $10.6 1.7% $14.6 2.0% $19.0 2.2% $16.9 2.0% 35

Historical Non-GAAP Reconciliations Fiscal Year Ended December ($ in millions) 2008 2009 2010 2011 2012 2013 2014 Net income Income tax expense Interest expense, net Depreciation and amortization Loss on extinguishment of debt (1) $10 6 58 16 - $17 11 49 15 10 $32 17 40 15 15 $50 27 37 16 - $59 32 48 19 10 $52 29 42 24 31 $41 23 47 27 6 EBITDA Acquisition-related expenses Impairment of intangible assets Loss on disposal of inventory Loss on product recall Gain on change in fair value of contingent consideration $89 - - - - - $103 - - - - - $120 - - - - - $130 1 - - - - $168 1 - - - - $178 6 - - - - $144 7 34 5 13 (8) Adjusted EBITDA Capital Expenditures $89 10 $103 11 $120 11 $131 10 $169 11 $184 15 $194 19 Free Cash Flow $79 $92 $109 $121 $158 $169 $175 (1) 2014 loss on extinguishment of debt includes the write-off of deferred debt financing costs of $5.4 million and the write-off of unamortized discount of $0.3 million in connection with the termination of prior credit agreement and the repayment of all outstanding obligations thereunder. 2013 loss on extinguishment of debt includes costs relating to the repurchase of $248.5 million aggregate principal amount of 7.625% senior notes and the repayment of $222.2 million aggregate principal amount of tranche B term loans, including the repurchase premium and other expenses of $20.2 million, the write-off of deferred debt financing costs of $8.3 million and the write-off of unamortized discount of $2.8 million. 2012 loss on extinguishment of debt includes costs relating to the partial redemption of $101.5 million aggregate principal amount of 7.625% senior notes, including the repurchase premium and other expenses of $7.7 million, the write-off of deferred debt financing costs of $1.5 million and the write-off of unamortized discount of $0.5 million. Loss on extinguishment during fiscal 2012 also includes costs related to the amendment and restatement of the Company’s credit agreement, including the write-off of deferred debt financing costs of $0.4 million, unamortized discount of $0.1 million and other expenses of $0.2 million. 2010 loss on extinguishment of debt includes costs relating to repurchase of senior subordinated notes, including the repurchase premium of $10.7 million and the write-off of deferred financing costs of $4.5 million. 2009 loss on extinguishment of debt includes costs relating to repurchase of senior subordinated notes, including the repurchase premium of $5.8 million and the write-off of deferred debt financing costs of $4.4 million. 36 LTM Q2 2015 $45 25 46 27 - $144 2 34 5 15 - $199 17 $182

CONFIDENTIAL Public Lender Presentation October 5, 2015