B&G Foods Provides Clarification Regarding Face Value of 12% Senior Subordinated Notes due 2016

Mon Nov 16, 2009 7:00pm EST
 
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http://www.businesswire.com/news/home/20091116006836/en

- Posts Updated Investor FAQ on its Investor Relations Website -
PARSIPPANY, N.J.--(Business Wire)--
B&G Foods, Inc. (NYSE: BGS), a manufacturer and distributor of high quality,
shelf-stable foods, today provided clarification regarding the recently
completed partial redemption of its 12% senior subordinated notes due 2016
(CUSIP No. 05508RAB2). Following the partial redemption, the face value (i.e.,
principal amount) of each senior subordinated note has been reduced from $7.15
to $3.116551105. For DTC participants, please note that this is reflected in
DTC`s system as a face value of $7.15, with a factor of 0.435881. 

On November 2, 2009, B&G Foods redeemed $90.0 million principal amount of its
senior subordinated notes at a cash redemption price of 106% of the principal
amount redeemed, plus accrued and unpaid interest on such amount, to, but
excluding, the redemption date. Following the partial redemption, $69.5 million
principal amount of the senior subordinates notes remains outstanding. Upon
original issuance in October 2004, the face value of each senior subordinated
note was $7.15 per note instead of the more typical corporate bond face value of
$1,000 per note. Upon the partial redemption, the senior subordinated notes were
not redeemed in principal amounts of $7.15 or integral multiples thereof.
Instead, each holder of senior subordinated notes received a principal payment
equal to approximately 56.4% of the principal amount of senior subordinated
notes held by such holder. 

To illustrate, for each subordinated note held by an investor, such investor
received the following partial redemption payment:

                                             Per Note ($7.15     
                                             Principal Amount)   
 Principal Payment:                          $4.033448895        
 Call Premium (6.00% of Principal):          $0.242007066        
 Accrued Interest (2 days):                  $0.002688966        
 Total Redemption Payment:                   $4.278144927        


Therefore, as illustrated below, following the partial redemption of the senior
subordinated notes the face value of each senior subordinated note has been
reduced from $7.15 to $3.116551105.

                                                     Face Value    
                                                     Per Note      
                                                                   
 Prior to Partial Redemption Payment                 $7.150000000  
 Less Principal Portion of Redemption Payment        $4.033448895  
 After Partial Redemption Payment:                   $3.116551105  


Holders of senior subordinated notes will continue to be entitled to receive
quarterly interest payments on the remaining principal amount of senior
subordinated notes held by such holders at the rate of 12% per annum. At the new
face value of $3.116551105 per note, the quarterly interest payment per note
will be approximately 9.3 cents per note (or approximately 37.3 cents per note
per annum). 

Additional information concerning the partial redemption of the senior
subordinates notes as well as information relating to the automatic separation
of B&G Foods` Enhanced Income Securities (EISs) that occurred in connection with
the partial redemption, has been posted to the Investor Relations section of B&G
Foods` website, www.bgfoods.com, under the heading "Investor FAQ." B&G Foods
today posted an updated version of the Investor FAQ in response to questions
received from brokerage firms and investors. 

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.

Investor Relations:
ICR, Inc.
Don Duffy, 866-211-8151
or
Media Relations:
ICR, Inc.
Matt Lindberg, 203-682-8214 



Copyright Business Wire 2009

 

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