B&G wraps tender offers for its 8% notes due 2011, 12% notes due 2016

By Susanna Moon

Chicago, Feb. 8 - B&G Foods, Inc. said investors tendered $238.9 million principal amount of 8% senior notes due 2011 and $46.9 million principal amount of 12% senior subordinated notes due 2016 by the deadline on Feb. 5.

B&G Foods accepted for payment $238.9 million principal amount of 8% notes on Jan. 25, and it accepted $42,000 principal amount of the notes on Feb. 8.

B&G Foods also accepted for payment $44.7 million principal amount of 12% notes on Jan. 25 and $2.1 million principal amount of the notes on Feb. 8.

The company said on Jan. 25 that it obtained the necessary consents for its $69,540,886 of 12% notes and its $240 million of 8% notes.

As of the consent deadline at 5 p.m. ET on Jan. 22, the company had received and accepted tenders and consents for $238.9 million, or 99.5%, of the 8% notes and $44.7 million, or 64.3%, of the 12% notes.

B&G Foods said it executed a supplemental indenture for each series of notes, reflecting the elimination of substantially all of the material restrictive covenants and events of default and related provisions.

The company also announced an increased payout for those who tender after the consent deadline.

It paid $3.319127 for each $3.116551 principal amount, or 103.5% of par, for the 12% notes and $1,023.75 for each $1,000 principal amount, or 99.375%, for the 8% notes tendered by the early deadline. The total amount included a consent payment of $0.093497 per 12% note and of $30.00 per 8% note.

B&G previously said it would pay a total of $1,020 for every $1,000 principal amount of 8% notes and $3.303544 for every $3.116551 principal amount of 12% notes tendered after the consent deadline but before the offer expiration.

B&G Foods also will pay accrued interest for the notes.

The company also called for the redemption on Feb. 25 of any of the notes that are outstanding after the expiration of the tender offer. It said it would pay a redemption price of $1,020 for every $1,000 principal amount of 8% notes and $3.303544 for every $3.116551 principal amount of 12% notes, plus accrued interest in both cases.

The company previously said that as a consequence of the prior separation of its enhanced income securities into the component 2016 notes and class A common stock and the partial redemption of 12% notes completed in November 2009, the face value of each 12% note is now $3.116551.

The completion of the tender offers were conditioned on B&G Foods having available proceeds from its proposed senior notes offering and from cash on hand sufficient to purchase the notes, the receipt of tenders from a majority of noteholders by the consent date and the execution of supplemental indentures implementing the proposed amendments to the notes.

Credit Suisse Securities (USA), LLC (800 820-1653 or collect 212 325-5912) is the dealer manager and solicitation agent for the tender offer and consent solicitation. Requests for copies of the tender offer may be directed to D.F. King & Co., Inc. at (800 859-8511 or collect at 212 269-5550).

The company is a Parsippany, N.J., manufacturer and distributor of shelf-stable branded food products.

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