Current Report Filing (8-k)
29 June 2022 - 6:20AM
Edgar (US Regulatory)
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2022-06-28
2022-06-28
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xbrli:shares
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As filed with the
Securities and Exchange Commission on June 28, 2022
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):
June 28, 2022
|
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
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
BGS |
New York Stock Exchange |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On June 28, 2022, we amended our amended and
restated credit agreement, dated as of October 2, 2015, and previously amended on March 30, 2017, November 20, 2017, October 10,
2019 and December 16, 2020, among B&G Foods, as borrower, the several banks and other financial institutions or entities from
time to time party thereto as lenders and Barclays Bank PLC, as administrative agent and collateral agent. In the remainder of this report,
we refer to the amended and restated credit agreement as so amended, as our credit agreement.
The amendment modifies the consolidated leverage
ratio financial maintenance covenant contained in Section 6.1(a) of our credit agreement so that the consolidated leverage ratio
as at the last day of any test period may not exceed the ratios indicated below:
Test Periods Ending on
or about | |
Consolidated Leverage
Ratio |
June 30, 2022 | |
7.50 to 1.00 |
September 30, 2022 | |
8.00 to 1.00 |
December 31, 2022 | |
8.00 to 1.00 |
March 31, 2023 | |
8.00 to 1.00 |
June 30, 2023 | |
8.00 to 1.00 |
September 30, 2023 | |
8.00 to 1.00 |
December 31, 2023 | |
7.50 to 1.00 |
March 31, 2024 and thereafter | |
7.00 to 1.00 |
A copy of the amendment to our credit agreement
is filed as Exhibit 10.1 to this report. A copy of the press release issued by B&G Foods to announce the completion of the amendment
is filed as Exhibit 99.1 to this report.
Item 8.01. Other Events.
On June 28, 2022, B&G Foods announced
that during the second quarter of 2022, we sold 2,739,568 shares of common stock under our 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 $0.5 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.
A copy of the press release issued by B&G Foods
to announce the foregoing is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
10.1 |
Fifth Amendment to Credit Agreement dated as of June 28, 2022, to the Amended and Restated Credit Agreement, dated as of October 2, 2015, as amended, among B&G Foods, Inc., as borrower, the subsidiaries of B&G Foods, Inc. from time to time party thereto as guarantors, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent for the lenders and as collateral agent for the secured parties |
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99.1 |
Press Release dated June 28, 2022 |
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104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
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B&G FOODS, INC. |
|
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Dated: June 28, 2022 |
By: |
/s/ Scott E. Lerner |
|
|
Scott E. Lerner |
|
|
Executive Vice President, |
|
|
General Counsel and Secretary |
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