Bond B&G Provisions Inc. 5.25% ( US05508RAE62 ) in USD

B&G Provisions Inc.

100 % ▲

United States

US05508RAE62 ( in USD )

5.25% per year ( payment 2 times a year)

31/03/2025 - Bond has expired

Prospectus brochure of the bond B & G Foods Inc.[New] US05508RAE62 in USD 5.25%, expired

1 000 USD

500 000 000 USD

05508RAE6

B+ ( Highly speculative )

B2 ( Highly speculative )

B&G Foods, Inc. is a publicly traded company that manufactures, sells, and distributes a diverse portfolio of branded shelf-stable food and household products in the United States, Canada, and the Caribbean.

The Bond issued by B&G Provisions Inc. ( United States ) , in USD, with the ISIN code US05508RAE62, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2025

The Bond issued by B&G Provisions Inc. ( United States ) , in USD, with the ISIN code US05508RAE62, was rated B2 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by B&G Provisions Inc. ( United States ) , in USD, with the ISIN code US05508RAE62, was rated B+ ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of
to be Registered

Offering Price

Registration Fee(1)

5.25% Senior Notes due 2025

$500,000,000

$57,950

Guarantees of 5.25% Senior Notes due 2025

N/A

N/A(2)

(1)
Calculated in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.
(2)
No additional consideration is being received for the guarantees and, therefore, no additional fee is required pursuant to Rule 457(n) of the
Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-212975
Prospectus Supplement
(To Prospectus Dated August 8, 2016)
$500,000,000
5.25% Senior Notes due 2025
We are offering $500,000,000 aggregate principal amount of 5.25% senior notes due 2025 (the "notes"). The notes will mature on April 1, 2025. Interest on the notes is payable on April 1 and
October 1 of each year, and the first interest payment date will be October 1, 2017.
We intend to use a portion of the net proceeds from this offering to repay all of the outstanding borrowings under our revolving credit facility and all of the outstanding amounts due in respect
of our tranche A term loans, as well as to pay related fees and expenses. We intend to use the remaining portion of the net proceeds from this offering for general corporate purposes, which
could include, among other things, repayment of other long term debt or possible acquisitions.
We may redeem some or all of the notes at any time on or after April 1, 2020 at the redemption prices set forth in this prospectus. We may redeem up to 40% of the aggregate principal
amount of the notes prior to April 1, 2020 with the net proceeds from certain equity offerings. We may also redeem some or all of the notes at any time prior to April 1, 2020 at a redemption
price equal to the "make whole" amount set forth in this prospectus supplement. In addition, if we sell certain of our assets or experience certain kinds of changes of control, we may be
required to offer to repurchase the notes at the repurchase price set forth in this prospectus supplement. Redemption and repurchase prices are set forth under "Description of Notes--Optional
Redemption" and "--Repurchase at the Option of Holders."
The notes will be our unsecured senior obligations and will be guaranteed on an unsecured senior basis by each of our existing and future domestic subsidiaries. The notes and the guarantees
will rank pari passu in right of payment to all of our and the guarantors' existing and future unsecured senior debt, including our 4.625% senior notes due 2021 (the "2021 notes"), and will
rank senior in right of payment to our and such guarantors' other existing and future subordinated debt. The notes and the guarantees will be effectively subordinated to all of our and the
guarantors' secured indebtedness (including all borrowings and other obligations under our credit agreement) to the extent of the value of the collateral securing such indebtedness and
effectively junior in right of payment to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-18 of this prospectus supplement. We urge you to carefully read the "Risk
Factors" section before you make your investment decision.
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Proceeds to
B&G Foods
Underwriting
(Before

Price to Public

Discounts

Expenses)
Per Note

100.00%
1.25%
98.75%
Total

$500,000,000
$6,250,000
$493,750,000
Interest on the notes will accrue from April 3, 2017 to the date of delivery.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the
prospectus to which it relates is accurate or complete. Any representation to the contrary is a criminal offense.
The underwriters expect that delivery of the notes and the guarantees will be made in book-entry form through The Depository Trust Company for the account of its participants on or about
April 3, 2017, subject to conditions.
Joint Book-Running Managers
Barclays

BofA Merrill Lynch

RBC Capital Markets
BMO Capital Markets

Credit Suisse
Deutsche Bank Securities
Co-Managers
Citizens Capital Markets

Rabo Securities
TD Securities

The date of this prospectus supplement is March 29, 2017
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page

Summary

S-1
Summary Historical Consolidated Financial Data

S-12
Risk Factors

S-18
Special Note Regarding Forward-Looking Statements

S-25
Use of Proceeds

S-27
Capitalization

S-28
Selected Historical Consolidated Financial Data

S-30
Description of Certain Indebtedness

S-33
Description of Notes

S-36
Material U.S. Federal Income Tax Considerations

S-85
Underwriting (Conflicts of Interest)

S-90
Legal Matters

S-95
Experts

S-95
Where You Can Find More Information

S-95
Incorporation by Reference

S-96
PROSPECTUS

Page

About this Prospectus

i
Special Note Regarding Forward-Looking Statements

ii
The Company

1
Use of Proceeds

1
Risk Factors

1
General Description of the Securities We May Offer

2
Description of Capital Stock

2
Description of Debt Securities

7
Description of Warrants

16
Description of Units

18
Plan of Distribution

18
Ratio of Earnings to Fixed Charges

20
Legal Matters

20
Experts

20
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Where You Can Find More Information

21
Incorporation by Reference

21
This document is in two parts. The first part is this prospectus supplement, which describes, adds to, updates and changes information contained in
the accompanying prospectus and the documents incorporated by reference. The second part is the accompanying prospectus, which gives more general
information. To the extent the information contained in this prospectus supplement differs or varies from the information contained in the accompanying
prospectus or any document incorporated by reference, the information in this prospectus supplement controls.
You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying
prospectus or any free writing prospectus prepared by or on behalf of us, or on any information to which we have referred you. We have not
authorized anyone to provide you with information that is different. This prospectus supplement is not an offer to
S-i
sell or solicitation of an offer to buy the notes in any circumstances under which the offer or sale is unlawful. You should not assume that the
information we have included in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of
this prospectus supplement or the accompanying prospectus or that any information we have incorporated by reference is accurate as of any
date other than the date of the document incorporated by reference regardless of the time of delivery of this prospectus supplement or of the
notes. Our financial condition, results of operations and business prospects may have changed since those dates.
The terms "B&G Foods," "our," "we," "company" and "us," as used in this prospectus supplement, refer to B&G Foods, Inc. and its wholly owned
subsidiaries, except where it is clear that the term refers only to the parent company.
Throughout this prospectus supplement, we refer to our fiscal years ended December 29, 2012, December 28, 2013, January 3, 2015, January 2,
2016 and December 31, 2016 as "fiscal 2012," "fiscal 2013," "fiscal 2014," "fiscal 2015," and "fiscal 2016," respectively.
TRADEMARKS
Ac'cent®, All Fruit®, B&G®, B&M®, Bagel Crisps®, Baker's Joy®, Bear Creek Country Kitchens®, Brer Rabbit®, Canoleo®, Cary's®, Cream
of Rice®, Cream of Wheat®, Devonsheer®, Don Pepino®, Durkee®, Grandma's®, Green Giant®, JJ Flats & Design®, Joan of Arc®, Las Palmas®,
Le Sueur®, Mama Mary's®, Maple Grove Farms of Vermont®, Molly McButter®, Mrs. Dash®, New York Flatbreads®, New York Style®, Old
London & Design®, Original Tings Crunch On & Design®, Ortega®, Panetini®, Pirate's Booty®, Polaner®, Regina®, Sa-són Ac'cent®, Sclafani®,
Smart Puffs®, Spice Islands®, Spring Tree®, Static Guard®, Sugar Twin®, Tone's®, Trappey's®, TrueNorth®, Underwood®, Vermont Maid®,
Victoria® and Wright's® are registered trademarks of our company or one of our subsidiaries, and Bloch & GuggenheimerTM, MacDonald'sTM, Red
DevilTM, and Sa-sónTM are trademarks of our company or one of our subsidiaries.
Emeril's® is a registered trademark of MSLO Shared IP Sub LLC used under license by our company.
Crock-Pot® is a registered trademark of Sunbeam Products, Inc. used under license by our company.
Weber® is a registered trademark of Weber-Stephen Products LLC used under license by our company.
All other trademarks used in this prospectus supplement are trademarks or registered trademarks of their respective owners.
S-ii
Table of Contents
SUMMARY
This summary highlights certain information appearing elsewhere in this prospectus supplement and should be read together with the more
detailed information and financial data and statements contained elsewhere in or incorporated by reference into this prospectus supplement and the
accompanying prospectus.
Our Company
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Overview
We manufacture, sell and distribute a diverse portfolio of high quality, shelf-stable and frozen foods across the United States, Canada and Puerto
Rico. Many of our branded products have leading regional or national market shares. Our business is characterized by a stable and growing revenue
base from our existing product portfolio and is augmented by acquisitions of highly attractive, shelf-stable and frozen brands. On a consolidated basis,
our operating income margin is among the highest in the packaged food industry. Additionally, we generate strong cash flows as a result of our
attractive margins, efficient working capital management, modest capital expenditure requirements and tax efficiencies achieved through our
acquisitions. We believe that these characteristics enable our company to be a leader in successfully achieving sales growth for shelf-stable and frozen
branded products and executing an aggressive, disciplined acquisition strategy.
B&G Foods, including our subsidiaries and predecessors, has more than 125 years of experience in the marketplace. We have a well established
sales, marketing and distribution infrastructure that enables us to sell our products in all major U.S. food distribution channels. These channels include
supermarkets, mass merchants, wholesalers, food service accounts, warehouse clubs, non-food outlets, such as drug store chains and dollar stores,
specialty distributors, military commissaries and e-tailers. We have developed and leveraged this infrastructure through our acquisition of more than 45
high quality brands since 1996. Our history includes a number of acquisitions of non-core brands from large, global packaged food companies, such as
the B&M, Underwood, Ac'cent, Joan of Arc, Sa-són Ac'cent and Las Palmas brands from Pillsbury in 1999, the Ortega brand from Nestlé in 2003, the
Grandma's Molasses brand from Cadbury Schweppes in 2006, the Cream of Wheat and Cream of Rice brands from Kraft in 2007, the Mrs. Dash,
Sugar Twin, Baker's Joy, Molly McButter and Static Guard brands from Unilever in 2011, the New York Style, Old London, Devonsheer and JJ Flats
brands from Chipita America in 2012, the Green Giant and Le Sueur brands from General Mills in 2015 and the Spice Islands, Tone's, Durkee and
Weber brands from ACH Food Companies in 2016. Based on our demonstrated record of successful acquisitions, we believe that we are well-
positioned as a strategic acquirer of non-core brands from large, global packaged food companies. We have also successfully acquired businesses from
smaller, private companies, as well as private equity and individual sellers, including most recently Victoria Fine Foods, LLC, including the Victoria
brand, from Huron Capital Partners and certain other sellers in 2016, Spartan Foods of America, Inc., and related entities, including the Mama Mary's
brand, from Linsalata Capital Partners and certain other sellers in 2015; Specialty Brands of America, including the Bear Creek Country Kitchens,
Spring Tree, Cary's, MacDonald's, New York Flatbreads and Canoleo brands, from affiliates of American Capital in 2014; Pirate Brands, including the
Pirate's Booty, Smart Puffs and Original Tings brands, from affiliates of VMG Partners and Driven Capital Management and certain other entities and
individuals in 2013; and the TrueNorth brand from DeMet's Candy Company in 2013.
Our Competitive Strengths
We believe that our success in the packaged food industry and our financial results are due in large part to the following competitive strengths:
Portfolio of high-margin brands with leading market positions in key growth segments. We are focused on operating smaller, high-margin
brands. We have assembled a diverse portfolio of brands
S-1
Table of Contents
consisting primarily of niche or specialty products with strong market positions and high operating income margins. Several of our brands compete in
categories that benefit from positive consumer spending trends. For example, our Green Giant and Le Sueur brands compete in a category well-
positioned to benefit from the health and wellness trend, our Pirate Brands products compete in the better-for-you snacks segment, and our Ortega, Las
Palmas and Sa-són Ac'cent brands compete in the U.S. Mexican and Hispanic market segment. We believe that our diverse product portfolio provides a
strong platform to capture growth in the packaged food industry and to generate strong profitability and significant cash flows while mitigating the
financial impact of competitive pressure or commodity cost increases in any single brand or product.
Well-developed and proven acquisition platform. We believe that our focus branded products, favorable relationships with retailers, operations
and marketing expertise and leading acquisition integration capabilities allow us to be highly successful in growing our product and brand portfolio. We
have acquired and successfully integrated over 45 brands since 1996. We seek to acquire shelf-stable and frozen food brands with leading market
positions, identifiable growth opportunities and high and sustainable margins that will add to our cash flows and return on capital. Our focus on shelf-
stable and frozen branded products allows us to drive attractive profitability and gain efficiencies from our sales and distribution and general and
administrative systems. We believe that our acquisition expertise and ability to integrate businesses quickly lead to successful expansion of acquired
brands and the realization of significant cost synergies. As a result, we believe that we are an acquirer preferred by large, global packaged food
companies for their non-core brands. We have successfully completed acquisitions from sellers such as ACH Food Companies, General Mills, Chipita
America, Unilever, Kraft, Cadbury Schweppes, Nestlé, Pillsbury and Nabisco. Our acquisitions of the Tone's, Weber, Green Giant, Mama Mary's,
Pirate's Booty, Bear Creek Country Kitchens, Mrs. Dash, Cream of Wheat and Ortega brands are examples of our ability to acquire leading shelf-stable
brands with high profitability from large packaged food companies and private investors.
Track record of new product introductions. We have demonstrated the ability to develop new products and product extensions rapidly, and we
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have been able to deliver these new products to our customers quickly. We have generally been able to develop these products from concept to final
product and deliver these products to our customers' shelves within six months of development. We work directly with certain of our customers to
implement new product introduction in markets where we expect significant growth. For example, new products we have introduced in recent years
include Green Giant Veggie Tots, Green Giant Riced Veggies, Green Giant Mashed Cauliflower, Cream of Wheat To-Go Cups, Crock-Pot Seasoning
Mixes, No Salt Added Joan of Arc Kidney Beans, Bear Creek Country Kitchens Dry Soup Mix Bowls, Ortega Reduced Sodium Taco Seasoning and
Ortega Fiesta Flats Flat Bottom Taco Shells.
Diversity of customers and distribution channels. We sell our products through all major U.S. food distribution channels, including supermarkets,
mass merchants, warehouse clubs, wholesalers, food service accounts, specialty distributors, military commissaries and non-food outlets such as drug
store chains and dollar stores. We have strong, long standing, national relationships with all our major customers. Our customers include Wal-Mart,
Kroger, C&S Wholesale Grocers, Supervalu, Publix, Wakefern, Cracker Barrel, Costco, Target, Sysco and Safeway. The breadth of our multiple-
channel sales and distribution system allows us to capitalize on above-average growth trends within certain of these distribution channels and expand
distribution of acquired brands. Our diverse distribution channels have also contributed to our ability to maintain a broad customer base, with sales to
our ten largest customers accounting for 56.0% of our net sales for fiscal 2016.
Strong cash flow generation. We have generated significant cash flows from our operations. Beginning with fiscal 2012 through fiscal 2016, we
have generated cumulative net cash provided by operating activities of $732.7 million. Our strong financial performance is a result of our attractive
S-2
Table of Contents
operating income margins, efficient working capital management, modest capital expenditure requirements and tax efficiencies achieved through our
acquisitions. Our business continues to be positioned to generate strong cash flows.
Experienced management team with proven track record. Our management team has extensive food industry experience and long standing
experience managing our company in a highly competitive environment. Our chief executive officer has been with us 34 years. Most of our other
executive officers have many years of experience with B&G Foods or otherwise within the industry. Our management team has acquired and integrated
over 45 brands successfully since 1996 and has developed and implemented a business strategy which has enabled us to become a highly successful
manufacturer and distributor of a diverse portfolio of shelf-stable and frozen branded products.
Growth Strategy
Our goal is to continue to increase sales, profitability and cash flows by enhancing our existing portfolio of shelf-stable and frozen branded
products and by capitalizing on our competitive strengths. We intend to implement our growth strategy through the following initiatives:
Expand brand portfolio with acquisitions of complementary branded businesses. We intend to continue expanding our brand portfolio by
acquiring shelf-stable and frozen brands with leading market positions, strong brand equity, distribution expansion opportunities and compelling cost
efficiencies at attractive valuations. We believe we can continue our track record of building and improving acquired brands post-acquisition through
increased management focus and integration into our well-established manufacturing, sales, distribution and administrative infrastructure. We believe
we are well-positioned as a preferred acquirer to capitalize on the trend of large packaged food companies divesting smaller, non-core, yet profitable,
brands to increase their focus on their large, global brands.
Continue to develop new products and deliver them to market quickly. We intend to continue to leverage our new product development capability
and our sales and distribution breadth to introduce new products and product extensions. Our management has demonstrated the ability to launch new
products quickly. Examples of the new products we have introduced in recent years are listed above under "Our Competitive Strengths--Track record
of new product introductions."
Leverage our multiple-channel sales and distribution system. Our multiple-channel sales and distribution system allows us to capitalize on
growth opportunities through the quick and efficient introduction of new and acquired products to our customers. We continue to strengthen our sales
and distribution system in order to realize distribution economies of scale and provide an efficient, national platform for new products by expanding
distribution channels, enlarging geographic reach, more effectively managing trade spending, improving packaging and introducing line extensions.
Continue to focus on higher growth distribution channels and customers. We sell our products through all major U.S. food distribution channels,
including supermarkets, mass merchants, wholesalers, food service accounts, warehouse clubs, specialty distributors, military commissaries and non-
food outlets such as drug store chains and dollar stores. Our distribution breadth allows us to benefit from high growth channels such as mass merchants,
warehouse and club stores, specialty distributors, convenience stores, drug stores, e-tailers, vending machines and food services. We intend to continue
to create products specific to our higher growth distribution channels and customers.
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History
B&G Foods, including our subsidiaries and predecessors, has been in business for more than 125 years. Our company has been built upon a
successful track record of both organic and acquisition-related growth. We have acquired more than 45 brands since 1996, demonstrating our ability to
acquire, integrate and grow branded products.
S-3
Table of Contents
The table below includes some of the acquisitions we have completed in recent years:
Date

Acquisition
October 2012
Acquisition of the New York Style, Devonsheer, JJ Flats and Old London brands from Chipita America, Inc.
May 2013
Acquisition of the TrueNorth brand from DeMet's Candy Company.
July 2013
Acquisition of Pirate Brands, LLC, including the Pirate's Booty, Smart Puffs and Original Tings brands from affiliates of VMG
Partners and Driven Capital Management, and certain other entities and individuals.
April 2014
Acquisition of Specialty Brands of America, Inc. and related entities, including the Bear Creek Country Kitchens, Spring Tree,
Cary's, MacDonald's, New York Flatbreads and Canoleo brands, from affiliates of American Capital, Ltd.
July 2015
Acquisition of Spartan Foods of America, Inc., and related entities, including the Mama Mary's brand from Linsalata Capital
Partners and certain other sellers.
November 2015 Acquisition of the Green Giant and Le Sueur brands from General Mills, Inc.
November 2016 Acquisition of the spices & seasonings business of ACH Food Companies, Inc., including the Spice Islands, Tone's, Durkee and
Weber brands.
December 2016 Acquisition of Victoria Fine Foods, LLC, including the Victoria brand, from Huron Capital Partners and certain other sellers.
Products and Markets
The following is a brief description of our brands and product lines:
Year
Brand

Originated
Description
Green Giant and Le Sueur

1903
· For more than 100 years, the Green Giant and Le Sueur vegetables
have been grown and picked at the peak of perfection in the Valley of
the Jolly Green Giant

· Shelf-stable and frozen vegetables

Ortega

1897
· Taco shells, tortillas, seasonings, dinner kits, taco sauces, peppers,
refried beans, salsas and related food products

Pirate Brands

1987
· Baked, trans fat free and gluten free snack products such as Pirate's
Booty, Smart Puffs and Original Tings

Tone's

1873
· Responsible for many of the early advancements in the spice industry

Maple Grove Farms of Vermont

1915
· A leading brand of pure maple syrup
· Also includes gourmet salad dressings, sugar free syrups, marinades,
fruit syrups, confections, pancake mixes and organic products

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S-4
Table of Contents
Year
Brand

Originated
Description
Mrs. Dash

1983
· The original brand in salt-free seasonings; available in more than a
dozen blends
· Also offers salt-free marinades
· The brand essence of Mrs. Dash, "Salt-Free, Flavor-Full," resonates
with consumers and underscores the brand's commitment to provide
"better-for-you" products that fulfill consumers' expectations for taste

Cream of Wheat

1893
· One of the most trusted and widely recognized brands of hot cereals
sold in the United States
· Cream of Wheat is available in Original, Whole Grain and Maple
Brown Sugar stove top, and also in instant packets and cups of
original and other flavors
· Cream of Rice is a gluten-free rice-based hot cereal

Bear Creek Country Kitchens

1992
· The leading brand of hearty dry soups in the United States. Also
offers a line of savory pasta dishes and hearty rice dishes

Mama Mary's

1986
· A leading brand of shelf-stable pizza crust
· Also offers pizza sauces and premium gourmet pepperoni slices

Victoria

1929
· A variety of premium pasta and specialty sauces, savory condiments
and tasty gourmet spreads

Las Palmas

1922
· Authentic Mexican enchilada sauce, chili sauce and various pepper
products

Polaner

1880
· Fruit-based spreads as well as jarred wet spices such as chopped garlic
and oregano
· Polaner All Fruit is a leading national brand of fruit-juice sweetened
fruit spread
· Polaner Sugar Free is the second leading national brand of sugar free
preserves

Weber

2006
· A wide range of grilling seasoning blends, rubs, marinades, sprays
and sauces

S-5
Table of Contents
Year
Brand

Originated
Description
Spice Islands

1941
· A leading premium spices and extracts brand offering a diverse line of
high quality products, including spices, seasonings, dried herbs,
extracts, flavorings and sauce blends
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Bloch & Guggenheimer

1889
· Shelf-stable pickles, relishes, peppers, olives and other related
specialty items

New York Style

1985
· Foods for snacking and entertaining, including Original Bagel Crisps,
Mini Bagel Crisps, Pita Chips and Panetini Italian Toast

Spring Tree

1976
· Pure maple syrup and sugar free syrup

TrueNorth

2008
· TrueNorth nut cluster snacks combine freshly roasted nuts, a dash of
sea salt and just a hint of sweetness. Their bite-sized shape makes
them ideal for between meal snacking and on-the-go nourishment

B&M

1927
· The original brand of brick-oven baked beans and remains one of the
very few authentic baked beans
· Includes a variety of baked beans and brown bread

Underwood

1870
· Underwood meat spreads include deviled ham, white-meat chicken,
roast beef, corned beef and liverwurst

Ac'cent

1947
· A flavor enhancer for meat preparation and is generally used on beef,
poultry, fish and vegetables

Emeril's

2000
· Introduced under a licensing agreement with celebrity chef Emeril
Lagasse
· Pasta sauces, seasonings, cooking stocks, mustards and cooking sprays

Trappey's

1898
· High quality peppers and hot sauces, including Trappey's Red Devil

Grandma's

1890
· Molasses offered in two distinct styles: Grandma's Original Molasses
and Grandma's Robust Molasses
S-6
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Year
Brand

Originated
Description

Don Pepino and Sclafani

1955
· Primarily include pizza and spaghetti sauces, whole and crushed
and
tomatoes and tomato puree

1900

Joan of Arc

1895
· Canned beans including kidney, chili and other beans

Old London

1932
· Old London has a wide variety of flavors available in melba toasts,
melba rounds and other snacks. Old London also markets specialty
snacks under the Devonsheer and JJ Flats brand names
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Static Guard

1978
· The number one brand name in static elimination sprays, created the
anti-static spray category

Cary's

1904
· The oldest brand of pure maple syrup in the United States. Cary's also
offers sugar free syrup

Regina

1949
· Vinegars and cooking wines
· Products are most commonly used in the preparation of salad
dressings as well as in a variety of recipe applications, including
sauces, marinades and soups

Baker's Joy

1968
· The original brand of no-stick baking spray with flour

Sugar Twin

1968
· A calorie free sugar substitute
· Mainly distributed in Canada

Wright's

1895
· A seasoning that reproduces the flavor and aroma of pit smoking in
meats, chicken and fish; offered in three flavors: Hickory, Mesquite
and Applewood

Durkee

1850
· An early leader in the spice industry

Brer Rabbit

1907
· Mild and full-flavored molasses products and a blackstrap molasses
product

S-7
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Year
Brand

Originated
Description
Sa-són Ac'cent

1947
· A flavor enhancer used primarily for Puerto Rican and Hispanic food
preparation
· Offered in four flavors: Original, Coriander and Achiote, Garlic and
Onion, and Tomato

New York Flatbreads

1987
· Thin, crispy, flavorful crispbread that is available in several toppings

Vermont Maid

1919
· Vermont Maid syrup is available in regular, sugar-free and sugar-free
butter varieties
· Mainly distributed in New England

Molly McButter

1987
· A sprinkle, available in butter and cheese flavors
Our Corporate Information
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We are a Delaware corporation. Our corporate headquarters are located at Four Gatehall Drive, Parsippany, New Jersey 07054, and our telephone
number is 973.401.6500. Our web site address is www.bgfoods.com. The information contained on our web site is not part of this prospectus supplement
and is not incorporated in this prospectus supplement by reference.
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Table of Contents
Summary of the Offering
Issuer
B&G Foods, Inc.
Notes Offered
$500,000,000 in aggregate principal amount of 5.25% senior notes due 2025.
Maturity Date
April 1, 2025.
Interest Payment Dates
April 1 and October 1 of each year, commencing October 1, 2017.
Guarantees
Our obligations under the notes will be jointly and severally and fully and
unconditionally guaranteed on a senior basis by all of our existing and future
domestic subsidiaries. For a discussion of the risks relating to the guarantees,
see "Risk Factors--Although the notes are referred to as "senior" notes, your
right to receive payments on these notes is effectively subordinated to the
rights of our existing and future secured creditors. Further, the guarantees of
these notes are effectively subordinated to all the guarantors' existing and
future secured indebtedness." and "--Federal and state fraudulent transfer
laws permit a court to void the notes and the guarantees, and, if that occurs,
you may not receive any payments on the notes or the guarantees."
Ranking
The notes and the subsidiary guarantees will be our and the guarantors'
general unsecured obligations and:

· will be effectively junior in right of payment to all of our and the
guarantors' secured indebtedness to the extent of the value of the assets
pledged to secure those obligations;

· will be effectively junior in right of payment to all existing and future
indebtedness and other liabilities of our subsidiaries that do not guarantee
the notes;

· will be pari passu in right of payment to all of our and the guarantors'
existing and future unsecured senior debt, including the 2021 notes; and

· will be senior in right of payment to all of our and the guarantors' future
subordinated debt.

As of December 31, 2016, after giving effect to the completion of this
offering and the use of proceeds therefrom, we would have had
$640.1 million principal amount of outstanding senior secured debt and
$1.2 billion principal amount of outstanding senior unsecured debt. In
addition, as of December 31, 2016, after giving effect to the completion of
this offering and the use of proceeds therefrom, we would have had the ability
to borrow up to $498.0 million under our revolving credit facility (net of
$2.0 million reserved for issued and outstanding letters of credit), which
would be effectively senior in right of payment to the notes.
https://www.sec.gov/Archives/edgar/data/1172755/000104746917002208/a2231478z424b5.htm[3/31/2017 4:39:33 PM]

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