Obligation B&G Provisions Inc. 4.625% ( US05508WAA36 ) en USD

B&G Provisions Inc.

100 % ▲

Etas-Unis

US05508WAA36 ( en USD )

4.625% par an ( paiement semestriel )

31/05/2021 - Obligation échue

Prospectus brochure de l'obligation B & G Foods Inc.[New] US05508WAA36 en USD 4.625%, échue

2 000 USD

700 000 000 USD

05508WAA3

N/A

B&G Foods, Inc. est une société américaine de produits alimentaires emballés qui possède et commercialise une large gamme de marques nationales bien connues, y compris des produits alimentaires, des condiments et des produits de boulangerie.

L'Obligation émise par B&G Provisions Inc. ( Etas-Unis ) , en USD, avec le code ISIN US05508WAA36, paye un coupon de 4.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2021

http://www.sec.gov/Archives/edgar/data/1172755/000104746913006369...
424B5 1 a2215376z424b5.htm 424B5
Use these links to rapidly review the document
TRADEMARKS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-188695
CALCULATION OF REGISTRATION FEE

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

Offering Price

Previously Paid(1)(2)

Paid Herewith(1)(3)

4.625% Senior Notes due 2021

$700,000,000

$23,687

$28,614

Guarantees of 4.625% Senior Notes due
2021
N/A

N/A(4)

N/A(4)

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. This "Calculation of Registration Fee" table shall be deemed to
update the "Calculation of Registration Fee" table in the registrants' Registration Statement on Form S-3 (File No. 333-188695) filed on May 20, 2013 (the
"New Registration Statement"). Other than as set forth in the table above and in the footnotes below, in accordance with Rules 456(b) and 457(r), the registrants
are continuing to defer payment of registration fees applicable to the New Registration Statement as provided in the "Calculation of Registration Fee" table
included in the New Registration Statement.
(2)
A portion of the registration fee for the securities to which this prospectus supplement relates was previously paid in connection with the registrants'
Registration Statement on Form S-3 (File No. 333-168846) filed with the Commission on August 13, 2010 (the "Prior Registration Statement"). An aggregate of
$490,217,759 of unsold securities (the "Unsold Securities") that were originally registered by the registrants under the Prior Registration Statement were
carried forward, pursuant to Rule 415(a)(6), to the New Registration Statement and are included in the securities to which this prospectus supplement relates.
The registration fee of $23,687 previously paid with respect to the Unsold Securities (calculated at the rate in effect at the time the Prior Registration Statement
was filed) continues to be applied to the Unsold Securities.
(3)
Relates to $209,782,241 of securities offered hereby that are not covered by filing fees carried forward from the Prior Registration Statement.
(4)
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.
1 of 125
5/22/2013 9:26 AM

http://www.sec.gov/Archives/edgar/data/1172755/000104746913006369...
Table of Contents
Prospectus Supplement
(To Prospectus Dated May 20, 2013)
$700,000,000
4.625% Senior Notes due 2021
We are offering $700,000,000 aggregate principal amount of 4.625% senior notes due 2021, or the notes. The notes will mature on June 1, 2021. Interest on the
notes is payable on June 1 and December 1 of each year, and the first interest payment date will be December 1, 2013.
We may redeem some or all of the notes at any time on or after June 1, 2016 at the redemption prices set forth in this prospectus. We may redeem up to 35% of the
aggregate principal amount of the notes prior to June 1, 2016 with the net proceeds from certain equity offerings. We may also redeem some or all of the notes at any
time prior to June 1, 2016 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 any of our
7.625% senior notes due 2018 that remain outstanding following the completion of the tender and consent solicitation described below) 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.
We are offering to purchase for cash with net proceeds from this offering any and all of our outstanding 7.625% senior notes due 2018. We are also soliciting
consents from the holders of the senior notes due 2018 to the adoption of certain proposed amendments to the indenture under which these notes were issued. See
"Summary--Offer to Purchase and Consent Solicitation."
Investing in our notes involves risks. See "Risk Factors" beginning on page S-16 of this prospectus supplement. We urge you to carefully read the "Risk
Factors" section before you make your investment decision.

Per Note

Total

Initial public offering Price

100.000%$
700,000,000
Underwriting discounts and commissions(1)

1.500%$
10,500,000
Proceeds, before expenses, to B&G Foods, Inc.

98.500%$
689,500,000
(1)
See "Underwriting--Other Relationships."
Interest on the notes will accrue from June 4, 2013 to the date of delivery.
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 June 4, 2013, subject to conditions.
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.
Joint Bookrunning Managers
Credit Suisse

Barclays

RBC Capital
Markets
BofA Merrill Lynch
Deutsche Bank Securities
Co-Manager
RBS
The date of this prospectus supplement is May 20, 2013.
2 of 125
5/22/2013 9:26 AM

http://www.sec.gov/Archives/edgar/data/1172755/000104746913006369...
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page

SUMMARY
S-1

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
S-12

RISK FACTORS
S-16

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-22

USE OF PROCEEDS
S-24

CAPITALIZATION
S-25

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
S-26

DESCRIPTION OF CERTAIN INDEBTEDNESS
S-28

DESCRIPTION OF NOTES
S-31

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-80

UNDERWRITING
S-85

LEGAL MATTERS
S-88

EXPERTS
S-88

WHERE YOU CAN FIND MORE INFORMATION
S-89

INCORPORATION BY REFERENCE
S-90
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
8

DESCRIPTION OF WARRANTS
17

DESCRIPTION OF UNITS
20

PLAN OF DISTRIBUTION
20

RATIO OF EARNINGS TO FIXED CHARGES
23

LEGAL MATTERS
23

EXPERTS
23

WHERE YOU CAN FIND MORE INFORMATION
23

INCORPORATION BY REFERENCE
24
This document is in two parts. The first part is this prospectus supplement, which describes, adds to, updates and changes information contained in the
3 of 125
5/22/2013 9:26 AM

http://www.sec.gov/Archives/edgar/data/1172755/000104746913006369...
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.
We have not authorized anyone to provide information or to make any representations other than those contained in this prospectus supplement or the
accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
This prospectus supplement is not an offer to 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 our notes. Our financial
condition, results of operations and business prospects may have changed since those dates.
S-i
4 of 125
5/22/2013 9:26 AM

http://www.sec.gov/Archives/edgar/data/1172755/000104746913006369...
The terms "B&G Foods," "our," "we" 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 January 3, 2009, January 2, 2010, January 1, 2011, December 31, 2011, December 29,
2012 and December 28, 2013 as "fiscal 2008," "fiscal 2009," "fiscal 2010," "fiscal 2011," "fiscal 2012" and "fiscal 2013," respectively, and we refer to our thirteen
week periods ended March 31, 2012 and March 30, 2013 as "first quarter of 2012" and "first quarter of 2013," respectively.
TRADEMARKS
Ac'cent®, B&G®, B&M®, Bagel Crisps®, Baker's Joy®, Brer Rabbit®, Cream of Rice®, Cream of Wheat®, Don Pepino®, Grandma's®, Joan of Arc®,
Kleen Guard®, Las Palmas®, Maple Grove Farms of Vermont®, Molly McButter®, Mrs. Dash®, New York Style®, Old London®, Ortega®, Panetini®,
Polaner®, Polaner All Fruit®, Regina®, Sa-són Ac'cent®, Sclafani®, Static Guard®, Sugar Twin®, Trappey's®, TrueNorth®, Underwood®, Vermont Maid® and
Wright's® are registered trademarks of our company or one of our subsidiaries, and Bloch & GuggenheimerTM, 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.
Cinnabon® is a registered trademark of Cinnabon, Inc. used under license by our company.
Crock-Pot® is a registered trademark of Sunbeam Products, Inc. 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
5 of 125
5/22/2013 9:26 AM

http://www.sec.gov/Archives/edgar/data/1172755/000104746913006369...
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.
Our Company
Overview
We manufacture, sell and distribute a diverse portfolio of high quality, shelf-stable foods across the United States, Canada and Puerto Rico. Many of our branded
food products hold either the number one or number two market position in their relevant markets. 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 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 managemen
modest capital expenditure requirements and tax efficiencies achieved through our acquisitions. We believe that these characteristics enable our company to be a leade
in successfully achieving sales growth for shelf-stable branded products and executing an aggressive, disciplined acquisition strategy.
B&G Foods, including our subsidiaries and predecessors, has more than 120 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 and military commissaries.
We have developed and leveraged this infrastructure through our acquisition of more than 25 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 Culver Specialty Brands (Mrs. Dash, Sugar Twin, Baker's Joy, Molly McButter, Static Guard and Kleen Guard brands
from Unilever in 2011 and the New York Style, Old London, Devonsheer and JJ Flats brands from Chipita in 2012. 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 successfull
acquired brands from smaller, private companies, including most recently the Don Pepino and Sclafani brands from Violet Packing in 2010 and the TrueNorth brand
from DeMet's Candy Company in May 2013.
For the twelve months ended March 30, 2013, our company generated $647.7 million of net sales, $62.1 million of net income, $170.9 million of EBITDA (which
we define as earnings before net interest expense, income taxes, depreciation, amortization and loss on extinguishment of debt) and $102.7 million of net cash provided
by operating activities. During the first quarter of 2013, as compared to the first quarter of 2012, net sales increased by 8.8%, net income increased by 17.0%, EBITDA
increased by 7.2% and net cash provided by operating activities increased by 10.1%.
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 consisting primarily of niche or specialty products with strong market positions and high operating

S-1
6 of 125
5/22/2013 9:26 AM

http://www.sec.gov/Archives/edgar/data/1172755/000104746913006369...
Table of Contents
income margins. Several of our brands compete in high growth categories that benefit from positive consumer spending trends. For example, our Cream of Wheat and
Polaner Sugar Free Preserves with Added Fiber products compete in the health and wellness market segment. Our Ortega, Las Palmas and Sa-són Ac'cent brands
compete in the U.S. Mexican and Hispanic market segment. Each of these categories has experienced among the highest growth in the packaged food industry. 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 significan
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 on shelf-stable 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 25 brands since 1996. We seek to acquire shelf-stable brands with leading market positions, identifiable growth opportunities and high and
sustainable margins that will add to our cash flows and return on capital. As a result, we seek to avoid brands in commodity driven categories. Our focus on shelf-
stable 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 Nabisco, Pillsbury, Nestlé, Cadbury Schweppes, Kraft, Unilever and Chipita. Our acquisitions of the Ortega, Cream of
Wheat and Mrs. Dash businesses are examples of our ability to acquire leading shelf-stable brands with high profitability from large packaged food companies. The
Culver Specialty Brands acquisition included our first two household brands, Static Guard and Kleen Guard, which opens up additional acquisition opportunities in
the household category. With our recent acquisitions of the New York Style, Old London and TrueNorth brands, we have entered into the snack category. We often
integrate sales, marketing and distribution of acquired products and businesses within 30 days.
Track record of new product introductions. We have demonstrated the ability to develop new products and product extensions rapidly, and we have been able t
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 Cream of Wheat Cinnabon Instant Hot Cereal, Cream of Wheat
Chocolate Flavor Instant Hot Cereal, Crock-Pot Seasoning Mixes, No Salt Added Joan of Arc Kidney Beans, Ortega Reduced Sodium Taco Seasoning, Ortega
Whole Grain Corn Taco Shells and Ortega Fiesta Flats.
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 dolla
stores. We have strong, long standing, national relationships with all our major customers. Our customers include Wal-Mart, Kroger, Sysco, C&S Wholesale Grocers,
Cracker Barrel, Supervalu, Wakefern, Publix, Giant Supermarkets, Safeway, DOT Foods, Target and Costco. 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 50.6% of our net
sales for the first quarter of 2013.

S-2
7 of 125
5/22/2013 9:26 AM

http://www.sec.gov/Archives/edgar/data/1172755/000104746913006369...
Table of Contents
Strong cash flow generation. We have generated significant cash flows from our operations. Beginning with fiscal 2008 through the first quarter of 2013, we
have generated cumulative cash flows from operations of $397.9 million. Our strong financial performance is a result of our attractive 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 and chief financial officer have been with us 24 and 30 years, respectively. Each of our
other executive officers also has many years of experience with B&G Foods or otherwise within the industry. Our management team has acquired and integrated over 2
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 branded products.
Growth Strategy
Our goal is to continue to increase sales, profitability and cash flows by enhancing our existing portfolio of shelf-stable 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-stabl
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 sale
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, vending machines and food services. We intend to continue to create products specific to our higher growth distribution
channels and customers.

S-3
8 of 125
5/22/2013 9:26 AM

http://www.sec.gov/Archives/edgar/data/1172755/000104746913006369...
Table of Contents
History
B&G Foods, including our subsidiaries and predecessors, has been in business for more than 120 years. Our company has been built upon a successful track
record of both organic and acquisition-related growth. We have acquired more than 25 brands since 1996, demonstrating our ability to acquire, integrate and grow
shelf-stable branded products.
The chart below includes some of the significant events in our recent history:
Products and Markets
The following is a brief description of our brands and product lines:
Year
Brand

Originated
Description
Ortega

1897
· Taco shells, tortillas, seasonings, dinner kits, taco sauces, peppers, refried beans, salsas and related food
products
· Snack products such as Salsa Con Queso, Salsa Verde and Guacamole

Maple Grove Farms of
1915
· A leading brand of pure maple syrup sold in the United States
Vermont
· Also includes gourmet salad dressings, marinades, fruit syrups, confections, pancake mixes and organic
products

S-4
9 of 125
5/22/2013 9:26 AM

http://www.sec.gov/Archives/edgar/data/1172755/000104746913006369...
Table of Contents
Year
Brand

Originated
Description
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 10-minute, 21/2-minute and one-minute versions, and also in instan
packets of original and other flavors
· New product introductions over the past few years include: Cream of Wheat Healthy Grain, Cream of
Wheat Cinnabon and Cream of Wheat Chocolate
· Cream of Rice is a rice-based hot cereal

Mrs. Dash

1983
· The original brand in salt-free seasonings; available in more than a dozen blends
· In 2005, the leading brand in salt-free seasonings introduced six salt-free marinades
· The brand essence of Mrs. Dash, "Salt-Free, Flavor-Full," resonates with consumers and underscores the
brand's commitment to provide healthy products that fulfill consumers' expectations for taste

Polaner

1880
· Fruit-based spreads as well as jarred wet spices such as chopped garlic and basil
· 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

Las Palmas

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

New York Style

1985
· Since 1985, New York Style has been making foods for snacking and entertaining, including Original Bagel
Crisps, Mini Bagel Crisps, Pita Chips and Panetini Italian Toast

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

S-5
10 of 125
5/22/2013 9:26 AM