B&G Foods, Inc. (NYSE: BGS, BGF), a manufacturer and
distributor of high quality, shelf-stable foods, today issued a
reminder regarding its previously announced notice of redemption
for $90,000,002.95 principal amount of its outstanding 12% senior
subordinated notes due 2016 at a cash redemption price of 106% of
the principal amount of the notes being redeemed, plus accrued and
unpaid interest on such amount, to, but excluding, November 2,
2009. Upon completion of the redemption on November 2, 2009,
$69,540,885.70 principal amount of the senior subordinated notes
will remain outstanding.
The senior subordinated notes being redeemed include both those
senior subordinated notes included in the Company’s Enhanced Income
Securities (EISs) and those senior subordinated notes held
separately. Each EIS represents one share of the Company’s Class A
common stock and $7.15 principal amount of the senior subordinated
notes. The senior subordinated notes will be redeemed on a pro rata
basis in accordance with the terms of the indenture governing the
senior subordinated notes. The senior subordinated notes are no
longer expected to be redeemed in principal amounts of $7.15 or
integral multiples thereof as previously announced. Instead, each
holder of senior subordinated notes should expect to have
approximately 56.4% of the principal amount of senior subordinated
notes held by such holder redeemed.
Pursuant to the terms of the indenture, the partial redemption
of the senior subordinated notes by B&G Foods will result in an
automatic separation (or “splitting”) of all of the EISs. The EISs
currently trade on the New York Stock Exchange under the symbol
“BGF.” To facilitate the automatic separation, the transfer books
for the EISs will close on October 26, 2009. As a result, the last
trading day for the EISs on the New York Stock Exchange will be
Monday, October 26, 2009 (not Friday, October 30, 2009 as
previously reported). The automatic separation of the EISs will
occur on October 30, 2009 (not November 2, 2009 as previously
reported).
When the market opens on Tuesday, October 27, 2009, those shares
of Class A common stock that are currently represented by EISs,
will begin trading on the New York Stock Exchange under the symbol
“BGS,” together with all other outstanding shares of the Company’s
Class A common stock.
The remaining senior subordinated notes that are not redeemed,
whether previously represented by EISs or held separately, will not
be listed on an exchange and B&G Foods does not intend to
create or sustain a market for such notes following the redemption
date. Thus, the extent of any market for the remaining senior
subordinated notes will depend upon, among other things, the
principal amount of the senior subordinated notes that remains
outstanding after the redemption date, the number of holders
remaining at such time and the interest in maintaining a market in
the senior subordinated notes on the part of securities firms.
Holders may need to hold their senior subordinated notes until
maturity or an earlier redemption, if any, by the Company.
The automatic separation of the EISs and the partial redemption
of the senior subordinated notes will not result in any change in
the payments that holders of the component senior subordinated
notes and shares of Class A common stock should expect to receive,
except that after the redemption date holders will no longer
receive interest payments on that portion of the principal amount
of the senior subordinated notes that has been redeemed.
A holder of senior subordinated notes that are not redeemed will
continue to be entitled to receive quarterly interest payments at
an annual rate of 12% of the aggregate principal amount of the
senior subordinated notes held by such holder, or $0.2145 per $7.15
principal amount of senior subordinated notes (equal to $0.858 per
$7.15 principal amount of senior subordinated notes per year).
Likewise, holders of the Class A common stock will continue to
receive quarterly dividend payments if and to the extent dividends
are declared by the board of directors. B&G Foods has declared
and paid quarterly dividends on the Class A common stock each
quarter since the 2004 initial public offering of EISs. The current
intended dividend rate on the Class A common stock is $0.17 per
share (equal to $0.68 per share annually). Dividend payments,
however, are not mandatory or guaranteed and holders of the Class A
common stock do not have any legal right to receive, or require
B&G Foods to pay, dividends. The board of directors may at any
time decrease the level of dividends or entirely discontinue the
payment of dividends.
Interest on the redeemed portion of the senior subordinated
notes will cease to accrue on and after November 2, 2009. The only
remaining right of the holders thereof shall be to receive payment
of the redemption price (together with the accrued and unpaid
interest on such amount).
A Notice of Partial Redemption was previously mailed by The Bank
of New York Mellon, the trustee for the notes, to the registered
holder of the notes. Copies of the Notice of Partial Redemption and
additional information relating to the procedure for redemption may
be obtained from The Bank of New York Mellon at 1.800.254.2826.
Additional information concerning the partial redemption and the
automatic splitting of the EISs has been posted to the Investor
Relations section of B&G Foods’ website, www.bgfoods.com, under
the heading “Investor FAQ.”
About B&G Foods, Inc.
B&G Foods and its subsidiaries manufacture, sell and
distribute a diversified portfolio of high-quality, shelf-stable
foods across the United States, Canada and Puerto Rico. B&G
Foods’ products include hot cereals, fruit spreads, canned
meats and beans, spices, seasonings, marinades, hot sauces, wine
vinegar, maple syrup, molasses, salad dressings, Mexican-style
sauces, taco shells and kits, salsas, pickles, peppers and other
specialty food products. B&G Foods competes in the retail
grocery, food service, specialty, private label, club and mass
merchandiser channels of distribution. Based in Parsippany, New
Jersey, B&G Foods’ products are marketed under many recognized
brands, including Ac’cent, B&G, B&M, Brer Rabbit, Cream of
Rice, Cream of Wheat, Emeril’s, Grandma’s Molasses, Joan of Arc,
Las Palmas, Maple Grove Farms of Vermont, Ortega, Polaner, Red
Devil, Regina, Sa-són, Trappey’s, Underwood, Vermont Maid and
Wright’s.
Forward-Looking Statements
Statements in this press release that are not statements of
historical or current fact constitute “forward-looking statements.”
Such forward-looking statements involve known and unknown risks,
uncertainties and other unknown factors that could cause the actual
results of B&G Foods to be materially different from the
historical results or from any future results expressed or implied
by such forward-looking statements. In addition to statements that
explicitly describe such risks and uncertainties readers are urged
to consider statements labeled with the terms “believes,” “belief,”
“expects,” “intends,” “anticipates” or “plans” to be uncertain and
forward-looking. The forward-looking statements contained herein
are also subject generally to other risks and uncertainties that
are described from time to time in B&G Foods’ filings with the
Securities and Exchange Commission, including under Item 1A, “Risk
Factors” in the Company’s Annual Report on Form 10-K for fiscal
2008 filed on March 5, 2009. B&G Foods undertakes 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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