B&G Foods upsizes bond deal to $240 million, trims EIS offering

By Paul A. Harris

St. Louis, Oct. 7 - B&G Foods Holdings Corp. upsized its offering of seven-year senior notes (B2/B) to $240 million from $200 million, according to documents filed Thursday with the Securities and Exchange Commission. The company also trimmed its Enhanced Income Securities offering.

Price talk remains at 8% to 8¼%.

Pricing of the registered Lehman Brothers-led deal is contingent upon completion of the company's EIS, according to an informed source. Pricing is expected to take place Friday.

The Parsippany, N.J.-based food company decreased the size of its EIS offering to 17.4 million shares from 20.8 million shares and reduced the price to $15.00 per EIS from a $15.50 to $17.00 range.

The securities are comprised of shares of class A common stock and $124.3 million of senior subordinated notes due 2016. There will also be a separate third-party offering of $22.8 million senior subordinated notes due 2016 (Caa1/CCC+).

The company announced changes in the dividend-payment structure of its EIS on Wednesday, including a key provision specifying a $6 million cash holdback requirement that must be met before dividends can be paid to holders of the company's class B shares. The class B shares are not part of the EIS deal.

The move serves to subordinate the class B shares relative to the rest of the company's capital structure, a source close to the deal told Prospect News.

RBC Capital Markets, Credit Suisse First Boston and Merrill Lynch & Co. are joint bookrunners for the EIS offering.

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