B&G Foods Inc. announced the pricing of a registered public offering of $700.0 million aggregate principal amount of 4.625 percent senior notes due 2021 at a price to the public of 100 percent of their face value. The notes will be guaranteed on a senior unsecured basis by certain subsidiaries of B&G Foods. The offering is expected to close on June 4, 2013, subject to customary closing conditions.

B&G Foods estimates that the net proceeds from the offering will be approximately $687.8 million after deducting underwriting discounts and commissions and other fees and expenses related to the offering. B&G Foods intends to use the net proceeds of the offering to purchase all $248.5 million aggregate principal amount of its existing 7.625 percent senior notes due 2018 pursuant to a cash tender offer announced today, or otherwise redeem the existing notes, to repay $222.2 million aggregate principal amount of tranche B term loans and approximately $40.0 million of revolving loans under B&G Foods’ credit agreement, and to pay related premiums, fees and expenses. B&G Foods intends to use any remaining net proceeds for general corporate purposes, which may include the repayment of indebtedness and the acquisition of assets used or useful in, or the equity of an entity engaged in, B&G Foods’ business or a related business.

Dechert’s Sarah Gelb led the team representing B&G and was assisted by corporate attorneys James Hipolit, Derick Kauffman and Steve Leitzell. Edward Lemanowicz and Ken Wang provided tax assistance.