B&G Foods tenders for 9 5/8% notes

New York, Sept. 16 - B&G Foods Inc. said it has begun a cash tender offer and consent solicitation for any and all of its $219.425 million principal amount 9 5/8% series D senior subordinated notes due 2007 and $575,000 principal amount 9 5/8% series B senior subordinated notes due 2007.

The Parsippany, N.J., food company is also soliciting consents to amend the note indenture to eliminate certain restrictive covenants, a change that will give B&G additional financial and operational flexibility.

Holders may not tender without giving consents or give consents without tendering. The amendments require the consent of holders of a majority of the principal amount of the notes.

In the tender, B&G is offering to pay $1,020.43 per $1,000 principal amount including a $30 per $1,000 principal amount consent payment that will only be paid to holders who tender by the consent deadline of 5 p.m. ET on Oct. 1.

Holders who tender after the consent deadline and before the expiration of midnight ET on Oct. 14 will receive $990.43 per $1,000 principal amount.

B&G will also pay accrued interest up to the date of payment.

The tender offer is conditional on, among other things, the completion of related financing transactions, including the closing of the planned initial public offering of Enhanced Income Securities by the company's parent, B&G Foods Holdings Corp.

Lehman Brothers Inc. is dealer manager (800 438-3242 or 212 528-7581). The information agent is D.F. King & Co. Inc. (800 859-8511 or 212 269-5550), and the depositary is The Bank of New York.

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