As filed with the Securities and Exchange Commission on July 1, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On July 1, 2025, we amended our amended and restated credit agreement, dated as of October 2, 2015, and previously amended on March 30, 2017, November 20, 2017, October 10, 2019, December 16, 2020, June 28, 2022, June 6, 2023, September 22, 2023 and July 12, 2024, among B&G Foods, as borrower, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays, as administrative agent and collateral agent. In the remainder of this report, we refer to the amended and restated credit agreement as so amended, as our credit agreement.
The amendment reduces the revolving credit commitments from $475.0 million to $430.0 million and modifies the consolidated leverage ratio financial maintenance covenant contained in Section 6.1(a) of our credit agreement so that the consolidated leverage ratio as at the last day of any test period may not exceed the ratios indicated below:
| Test Periods Ending on or about |
Consolidated Leverage Ratio |
| June 30, 2025 | 7.50 to 1.00 |
| September 30, 2025 | 7.50 to 1.00 |
| December 31, 2025 | 7.50 to 1.00 |
| March 31, 2026 | 7.50 to 1.00 |
| June 30, 2026 | 7.50 to 1.00 |
| September 30, 2026 | 7.50 to 1.00 |
| December 31, 2026 | 7.25 to 1.00 |
| March 31, 2027 and thereafter | 7.00 to 1.00 |
As long as the revolving credit facility is outstanding, the amendment also further restricts the available amount (as defined in the credit agreement) of B&G Foods’ cash that may be used for restricted debt payments and investments to a maximum consolidated leverage ratio of less than or equal to 7.00 to 1.00 after giving effect to such repayment or investment (measured on the date of irrevocable redemption notice so long as payment is made within 90 days) and for restricted payments, including dividends, to a maximum consolidated leverage ratio of less than or equal to 7.25 to 1.00 after giving effect to the restricted payment (measured on the dividend declaration date so long as payment is made within 90 days).
As of June 28, 2025, the last day of our second quarter of 2025, $235.0 million aggregate principal amount of revolving credit loans remained outstanding.
A copy of the amendment to our credit agreement is filed as Exhibit 10.1 to this report. A copy of the press release issued by B&G Foods to announce the completion of the amendment is filed as Exhibit 99.1 to this report.
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Item 8.01. Other Events.
During the second quarter of 2025, we repurchased $20.7 million aggregate principal amount of our 5.25% senior notes due 2027 in open market purchases at an average discounted repurchase price of 89.98% of such principal amount plus accrued and unpaid interest. As of June 28, 2025, $529.3 million aggregate principal amount of the 5.25% senior notes due 2027 remained outstanding.
A copy of the press release issued by B&G Foods to announce the foregoing is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| B&G FOODS, INC. | ||
| Dated: July 1, 2025 | By: | /s/ Scott E. Lerner |
| Scott E. Lerner | ||
| Executive Vice President, General Counsel and Secretary | ||
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