Attached files

file filename
EX-99.1 - PRESS RELEASE DATED NOVEMBER 27, 2012. - B&G Foods, Inc.a12-28037_1ex99d1.htm


As filed with the Securities and Exchange Commission on November 27, 2012





Washington, DC 20549






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  November 27, 2012


B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)







(State or Other Jurisdiction




(IRS Employer

of Incorporation)


File Number)


Identification No.)


Four Gatehall Drive, Parsippany, New Jersey



(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 2.04.  Triggering Events That Accelerate or Increase a Direct Financial Obligation.


On November 27, 2012, B&G Foods issued a notice of partial redemption for $101.5 million principal amount of our outstanding 7.625% senior notes due 2018 at a cash redemption price of 107.625% of the principal amount of the notes being redeemed, plus accrued and unpaid interest on such amount, to, but excluding, the redemption date of December 28, 2012.  Upon completion of the redemption, $248.5 million principal amount of the notes will remain outstanding.


Interest on the redeemed portion of the notes will cease to accrue on and after December 28, 2012.  The only remaining right of the holders thereof shall be to receive payment of the redemption price (together with the accrued and unpaid interest on such amount).


A copy of the press release announcing the foregoing is attached to this report as Exhibit 99.1 and is incorporated by reference herein.


Item 9.01.  Financial Statements and Exhibits.


(d)                                 Exhibits.


99.1                     Press Release dated November 27, 2012.






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.











Dated:  November 27, 2012


/s/ Robert C. Cantwell



Robert C. Cantwell



Executive Vice President of Finance and Chief Financial Officer