B&G Foods launches tender offer, consent bid for its 12%, 8% notes

By Susanna Moon

Chicago, Jan. 8 - B&G Foods, Inc. said it began cash tender offers and consent solicitations for its $69,540,885.70 outstanding 12% senior subordinated notes due 2016 and its $240 million outstanding 8% senior notes due 2011.

The company said it will pay $3.319127 for each $3.116551 principal amount, or 103.5% of par, for the 12% notes, and it will pay $1,023.75 for each $1,000 principal amount, or 99.375%, for the 8% notes tendered by 5 p.m. ET on Jan. 22, the consent date. The total amount includes a consent payment of $0.093497 per 12% note and of $30.00 per 8% note.

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

The company 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 tender offers will expire at 11:59 p.m. ET on Feb. 5.

B&G Foods is soliciting the consents to amend the notes to eliminate substantially all of the material restrictive covenants and events of default and related provisions.

The completion of the tender offers are conditioned upon B&G Foods having available proceeds from B&G Foods' proposed senior notes offering and from cash on hand sufficient to purchase the notes; the tender 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 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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