Subsequent Events |
6 Months Ended |
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Jul. 04, 2026 | |
| Subsequent Events | |
| Subsequent Events | (19)Subsequent Events Redemption of 5.25% Senior Notes due 2027. During the third quarter of 2026, we used the net proceeds of our recently completed offering of $475.0 million aggregate principal amount of 11.00% senior notes due 2031, together with borrowings under our revolving credit facility and cash on hand, to redeem all $509.3 million aggregate principal amount of our 5.25% senior notes due 2027. The redemption price was equal to 100.0% of the aggregate principal amount outstanding plus accrued and unpaid interest to, but excluding, the July 4, 2026 redemption date. Because July 4, 2026 was a bank holiday, the redemption payment was not due or paid by us until July 6, 2026 and therefore all $509.3 million aggregate principal amount remained outstanding as a current liability as of the end of the second quarter of 2026. As a result of the redemption of our 5.25% senior notes due 2027, we expect to recognize a loss on extinguishment of debt of approximately $1.6 million in the third quarter of 2026. Retirement of President and Chief Executive Officer. On August 5, 2026, we announced that Kenneth C. “Casey” Keller, our President and Chief Executive Officer, would retire effective August 7, 2026. We entered into a retirement agreement with Mr. Keller, pursuant to which he will receive certain retirement benefits, including: (1) salary continuation payments of approximately $2.4 million, which reflects payment of 200% of his annual base salary for one year following his retirement date, (2) continued payment of B&G Foods’ portion of the cost for one year of continued medical and dental coverage pursuant to COBRA, (3) a lump sum payment of $10,000, which reflects the estimated market value of life insurance and disability benefits for one year, and (4) the accelerated vesting on his retirement date of 519,396 shares of restricted stock. Pursuant to the terms of Mr. Keller’s performance share long-term incentive award agreements, upon retirement Mr. Keller will also be entitled to pro rata vesting and payment of performance shares, in each case subject to our company’s achievement of performance metrics over the remainder of the applicable performance periods. The retirement agreement also includes customary confidentiality, non-competition, non-solicitation, non-disturbance and non-disparagement provisions and a general release by Mr. Keller of any claims against our company and certain related persons and entities. During the third quarter of 2026, we expect to record costs of $4.5 million relating to the retirement agreement. Of this amount, approximately $2.5 million will result in cash payments, which will be paid in equal installments from August 2026 to August 2027. The remaining $2.0 million of costs relate to share-based compensation expense for shares that vested during the third quarter of 2026, net of share-based compensation expense for options that were forfeited during the third quarter.
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