— Provides Update Regarding Shares Sold
Under ATM Equity Offering Program —
B&G Foods, Inc. (NYSE: BGS) announced today that it has
completed an amendment to its senior secured credit facility to
temporarily increase the maximum consolidated leverage ratio
permitted under its revolving credit facility.
B&G Foods’ maximum consolidated leverage ratio (defined as
the ratio, determined on a pro forma basis, of consolidated net
debt, as of the last day of any period of four consecutive fiscal
quarters to adjusted EBITDA (as defined in the credit agreement)
before share-based compensation for such period), will increase
from 7.00 to 1.00 to 7.50 to 1.00 for the quarter ending July 2,
2022, and then to 8.00 to 1.00 for the quarter ending October 1,
2022 through the quarter ending September 30, 2023. The maximum
consolidated leverage ratio will decrease to 7.50 to 1.00 for the
quarter ending December 30, 2023 before returning to 7.00 to 1.00
for the quarters ending March 30, 2024 and thereafter.
B&G Foods also announced that during the second quarter of
2022, B&G Foods sold 2,739,568 shares of common stock under its
previously announced “at‑the-market” (ATM) equity offering program.
B&G Foods generated $63.2 million in gross proceeds, or $23.08
per share, from the sales and paid commissions to the sales agents
of approximately $1.3 million and incurred other fees and expenses
of approximately $0.1 million. In total since launching the ATM
equity offering program during the third quarter of 2021, B&G
Foods has sold 6,547,627 shares of common stock and has generated
$179.0 million in gross proceeds, or $27.34 per share, from the
sales and paid commissions to the sales agents of approximately
$3.6 million and incurred other fees and expenses of approximately
$0.6 million.
B&G Foods has used the net proceeds from shares sold under
the ATM equity offering program to repay revolving credit loans, to
pay offering fees and expenses, and for general corporate purposes.
B&G Foods intends to use the net proceeds from any future sales
of its common stock under the ATM offering for general corporate
purposes, which could include, among other things, repayment,
refinancing, redemption or repurchase of long-term debt or possible
acquisitions.
“We believe that temporarily increasing our maximum consolidated
leverage ratio and selling shares under our ATM equity offering
program are prudent steps given the current inflationary
environment and our typical inventory build and working capital
needs during the second and third quarters. We have taken and are
continuing to take pricing actions and cost reduction efforts to
offset inflation, however, pricing actions and cost reduction
efforts typically lag input cost inflation. The credit agreement
amendment and the sale of shares through the ATM program provide
increased flexibility for working capital needs and possible
acquisitions until pricing actions and cost reduction efforts are
realized,” explained Bruce C. Wacha, Executive Vice President of
Finance and Chief Financial Officer of B&G Foods.
About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its
subsidiaries manufacture, sell and distribute high-quality, branded
shelf-stable and frozen foods across the United States, Canada and
Puerto Rico. With B&G Foods’ diverse portfolio of more than 50
brands you know and love, including Back to Nature, B&G,
B&M, Bear Creek, Cream of Wheat, Crisco, Dash, Green Giant, Las
Palmas, Le Sueur, Mama Mary’s, Maple Grove Farms, New York Style,
Ortega, Polaner, Spice Islands and Victoria, there’s a little
something for everyone. For more information about B&G Foods
and its brands, please visit www.bgfoods.com.
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 inflation,
planned pricing actions, B&G Foods’ ability to realize the
benefits of prior and future pricing actions and cost reduction
efforts to offset input cost inflation, and possible acquisitions.
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,” “assumes,”
“could,” “should,” “estimates,” “potential,” “seek,” “predict,”
“may,” “will” or “plans” and similar references to future periods
to be uncertain and forward-looking. Factors that may affect actual
results include, without limitation: the continuing impact of the
COVID-19 pandemic on the Company’s business, including, without
limitation, the ability of the Company and its supply chain
partners to continue to operate manufacturing facilities,
distribution centers and other work locations without material
disruption, and to procure ingredients, packaging and other raw
materials when needed despite disruption in the supply chain or
labor shortages, the duration of social distancing and stay-at-home
and work-from-home policies and recommendations, and whether, and
the extent to which, additional waves or variants of COVID-19 will
affect the United States and the rest of North America, and the
extent to which macroeconomic conditions resulting from the
pandemic and the pace of the subsequent recovery may impact
consumer eating and shopping habits; the Company’s substantial
leverage; the effects of rising costs for the Company’s
commodities, ingredients, packaging, other raw materials,
distribution and labor; crude oil prices and their impact on
distribution, packaging and energy costs; the Company’s ability to
successfully implement sales price increases and cost saving
measures to offset any cost increases; intense competition, changes
in consumer preferences, demand for the Company’s products and
local economic and market conditions; the Company’s continued
ability to promote brand equity successfully, to anticipate and
respond to new consumer trends, to develop new products and
markets, to broaden brand portfolios in order to compete
effectively with lower priced products and in markets that are
consolidating at the retail and manufacturing levels and to improve
productivity; the Company’s ability to recruit and retain senior
management and a highly skilled and diverse workforce at the
Company’s corporate offices, manufacturing facilities and other
locations despite a very tight labor market and changing employee
expectations as to fair compensation, an inclusive and diverse
workplace, flexible working and other matters; the risks associated
with the expansion of the Company’s business; the Company’s
possible inability to identify new acquisitions or to integrate
recent or future acquisitions or the Company’s failure to realize
anticipated revenue enhancements, cost savings or other synergies
from recent or future acquisitions; the Company’s ability to
successfully complete the integration of recent or future
acquisitions into the Company’s enterprise resource planning (ERP)
system; tax reform and legislation, including the effects of the
Infrastructure Investment and Jobs Act, U.S. Tax Cuts and Jobs Act
and the U.S. CARES Act, and future tax reform or legislation; the
Company’s ability to access the credit markets and the Company’s
borrowing costs and credit ratings, which may be influenced by
credit markets generally and the credit ratings of the Company’s
competitors; unanticipated expenses, including, without limitation,
litigation or legal settlement expenses; the effects of currency
movements of the Canadian dollar and the Mexican peso as compared
to the U.S. dollar; the effects of international trade disputes,
tariffs, quotas, and other import or export restrictions on the
Company’s international procurement, sales and operations; future
impairments of the Company’s goodwill and intangible assets; the
Company’s ability to protect information systems against, or
effectively respond to, a cybersecurity incident or other
disruption; the Company’s sustainability initiatives and changes to
environmental laws and regulations; the Company’s ability to
successfully transition the operations of the Portland, Maine
manufacturing facility to third-party co-manufacturing facilities
and existing Company manufacturing facilities without significant
disruption in production or customer service, and the Company’s
ability to achieve anticipated productivity improvements and cost
savings; and other factors that affect the food industry generally.
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 most recent Annual Report on Form 10-K and in its
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220628006092/en/
Investor Relations: ICR, Inc. Dara Dierks 866.211.8151
Media Relations: ICR, Inc. Matt Lindberg 203.682.8214
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