{"url_path":"/sec/bgs/8-k/2026-06-04/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1278027/0001104659-26-070572-index.html","accession_number":"0001104659-26-070572","cik":"0001278027","ticker":"BGS","issuer_name":"B&G Foods, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1278027/0001104659-26-070572-index.html","primary_entity_key":"0001278027","primary_entity_name":"B&G Foods, Inc."},"word_count":425,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n** **\n\nOn June 3, 2026, B&G Foods issued a press release\nannouncing the pricing of an offering of $475.0 million aggregate principal amount of 11.00% senior notes due 2031 in a transaction exempt\nfrom registration under the Securities Act of 1933, as amended. The senior notes are being issued at a price of 97.67%. The senior notes\nwill be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods. The offering is expected to close\non June 10, 2026, subject to customary closing conditions.\n\n \n\nWe estimate that the net proceeds from the offering\nwill be approximately $456.3 million after deducting discounts, fees and expenses related to the offering. We intend to use the proceeds\nof the offering, together with borrowings under our revolving credit facility and cash on hand, to redeem all of our outstanding 5.25%\nsenior notes due 2027 and pay related fees and expenses.\n\n \n\nIn connection with the offering, B&G Foods\nand the subsidiary guarantors have entered into a purchase agreement, dated as of June 3, 2026, with Barclays Capital Inc. as representative\nof the several initial purchasers named therein, relating to the issuance and sale to the initial purchasers of the senior notes. The\npurchase agreement contains customary representations and warranties, closing conditions and indemnification obligations. A copy of the\npurchase agreement is filed as Exhibit 10.1 to this report and is incorporated by reference herein.\n\n \n\nThe senior notes and the related guarantees have\nnot been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction\nand the senior notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption\nfrom the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction.\n\n \n\nThis current report does not constitute a redemption\nnotice with respect to the 5.25% senior notes due 2027 and shall not constitute an offer to sell or a solicitation of an offer to buy\nthe senior notes and the related guarantees, nor shall there be any sale of the senior notes and the related guarantees in any state or\njurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws\nof any such state or jurisdiction.\n\n \n\nA copy of the press release announcing the pricing of the offering\nof senior notes, which is attached to this report as Exhibit 99.1, is incorporated by reference herein.\n\n \n\n- 2 -"}