B&G Foods, Inc. (NYSE: BGS) announced today that it has filed a prospectus supplement with the Securities and Exchange Commission (SEC) under which it may offer and sell up to 7,500,000 common shares from time to time through a “market share offering (ATM) program. The timing and amount of any sale will be determined by various factors considered by B&G Foods.
B&G Foods intends to use the net proceeds from any sale of its Common Shares under the ATM Offer for general corporate purposes, which could include, among other things, redemption, refinancing, the repayment or redemption of long-term debt or possible acquisitions.
BofA Securities, Barclays, Deutsche Bank Securities, RBC Capital Markets, BMO Capital Markets, Citigroup, Goldman Sachs & Co. LLC, Citizens Capital Markets, SMBC Nikko and TD Securities act as sales agents for the ATM offering . Selling agents may sell B&G Foods common stock by any legal method considered to be a “market offer” as defined by Rule 415 (a) (4) of the Securities Act of 1933, as amended, including without limitation, sales in ordinary brokerage transactions, including to or through the New York Stock Exchange or any other market where stocks may be traded, in privately traded transactions, which may include block trades, such as agreed upon by B&G Foods and any sales agent, or by a combination of these sales methods, or any other method permitted by law. Sales may be made at market prices prevailing at the time of a sale or at prices linked to prevailing market prices or negotiated prices. As a result, sales prices may vary.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal. prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering is being made only by means of a prospectus contained in the pre-registration statement on Form S-3 (File No. 333-233099) and the related prospectus supplement. Prospective investors should read the prospectus, the prospectus supplement and all other documents that B&G Foods has filed with the SEC for more complete information about B&G Foods, including information about the ATM offering and the risks. associated with the investment in B&G Foods.
Interested persons can obtain copies of the prospectus and related prospectus supplement on the SEC’s website at www.sec.gov or by contacting one of the sales agents: BofA Securities, NC1-004-03 -43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn .: Prospectus Department, or by email [email protected]; Barclays Capital Inc., c / o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email [email protected] or by calling 888 603-5847; Deutsche Bank Securities Inc., Attention: Prospectus Department, 60 Wall Street, New York NY, 10005, by phone at 1-800-503-4611 or by email at [email protected]; RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, NY 10281, by phone at 877-822-4089 or by email at [email protected]; BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036, by sending an email [email protected] or by calling 800-414-3627; Citigroup, c / o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by calling 800-831-9146; Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, by email [email protected] or by calling 866-471-2526; Citizens Capital Markets, Inc., Attn .: Equity Syndicate – Mark Sanko, 600 Washington Boulevard, Stamford, CT 06901; SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, New York 10172, Attn: Equity Capital Markets or by email at [email protected]; or TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, Attn: Equity Capital Markets, by sending an email [email protected].
About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high quality branded frozen and shelf-stable foods in the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of over 50 brands you know and love, including Back to nature, B&G, B&M, Bear Creek, Cream of wheat, Crisco, Hyphen, Green Giant, Las Palmas, Sweat, Mom mary, Maple Farms, New York style, Ortega, Polaner, Spice Islands and Victoria, There is something for every taste. For more information on B&G Foods and its brands, please visit www.bgfoods.com.
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements”. Forward-looking statements contained in this press release include, without limitation, statements relating to B&G Foods’ intention to offer Common Shares through an ATM offering and the use of the proceeds from such offering. . These forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause actual results of B&G Foods to differ materially from historical results or from any future results expressed or implied by these forward-looking statements. In addition to statements which explicitly describe these risks and uncertainties, readers are encouraged to consider statements labeled with the terms “belief”, “belief”, “expects”, “plans”, “intention” , “Anticipates”, “assumes”, “could”, “should”, “estimates”, “potential”, “seek”, “predict”, “could”, “will” or “plans” and similar references to future periods are uncertain and prospective. Factors that may affect actual results include, but are not limited to: the impact of the COVID-19 pandemic on the Company’s business, including, without limitation, the capacity of the Company and its partners in the supply chain to continue to operate manufacturing facilities, distribution centers and other workplaces without physical disruption, and to source ingredients, packaging and other raw materials when needed despite demand unprecedented in the food industry, the length of social distancing and stay-at-home and work-at-home policies and recommendations, and if, and the extent to which additional waves or variants of COVID-19 will affect states- United and the rest of North America, and the extent to which macroeconomic conditions resulting from the pandemic and the pace of the recovery that follows may impact the power supply entation and consumer shopping habits; if and when the Company will be able to achieve the expected financial results and the accretive effect of the Crisco the acquisition and how customers, competitors, suppliers and employees will react to the acquisition; the Company’s substantial leverage effect; the effects of the increase in the costs of the Company’s raw materials, packaging and ingredients; crude oil prices and their impact on distribution, conditioning and energy costs; the Company’s ability to successfully implement selling price increases and cost reduction measures to offset any cost increases; intense competition, changes in consumer preferences, demand for the Company’s products and local economic and market conditions; the company’s continued ability to successfully promote brand equity, anticipate and respond to new consumer trends, develop new products and markets, expand brand portfolios in order to effectively compete with low-cost products and in markets that consolidate at retail and manufacturing levels and improve productivity; risks associated with the expansion of the Company’s business; the possible inability of the Company to identify new acquisitions or to integrate recent or future acquisitions or the inability of the Company to realize the revenue improvements, cost savings or other synergies expected from recent acquisitions or future; the Company’s ability to successfully integrate recent or future acquisitions into the Company’s enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the US Tax Cuts and Jobs Act and the US CARES Act; the Company’s ability to access credit markets and the Company’s borrowing costs and credit ratings, which may be influenced by general credit markets and the credit ratings of the Company’s competitors; unforeseen expenses, including, without limitation, litigation or legal settlement costs; the effects of currency fluctuations of the Canadian dollar and the Mexican peso against the US dollar; the effects of international trade disputes, tariffs, quotas and other import or export restrictions on the Company’s purchases, sales and international operations; future impairments of goodwill and intangible assets of the Company; the Company’s ability to protect information systems against, or to respond effectively to, a cybersecurity incident or other disruption; the Company’s sustainable development initiatives and changes in environmental laws and regulations; and other factors that affect the food industry in general. Forward-looking statements contained in this document are also generally subject to other risks and uncertainties which are described from time to time in documents filed by B&G Foods with the SEC, including under Item 1A, “Risk Factors”. in the most recent annual report on the Company’s form. 10-K and in his subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. B&G Foods assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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