Parsippany, N.J., July 1, 2025 – B&G Foods, Inc. (NYSE: BGS), a leading manufacturer and distributor of shelf-stable and frozen foods, announced today the successful completion of an amendment to its senior secured credit facility. The amendment introduces a series of changes designed to provide the company with enhanced financial flexibility as it navigates a turbulent economic landscape marked by inflationary pressures, shifting consumer behaviors, and ongoing global trade uncertainties.
Among the most significant modifications in the amended credit agreement is a temporary increase in the company’s maximum consolidated leverage ratio, a move that provides B&G Foods with greater headroom to manage debt relative to its earnings. The company’s revolving credit facility has also been reduced in size, and other select financial terms and covenants have been revised to align with the company’s current capital strategy and operating realities.
Leverage Ratio Temporarily Increased
Under the new terms, B&G Foods’ maximum consolidated leverage ratio—defined as the ratio of consolidated net debt to adjusted EBITDA (before share-based compensation)—has been increased from 7.00-to-1.00 to 7.50-to-1.00 for a limited period. This temporary increase applies from the fiscal quarter ending June 28, 2025, through the quarter ending October 3, 2026.
Following this period of increased flexibility, the company’s permitted leverage ratio will gradually tighten. For the quarter ending January 2, 2027, the ratio will decrease to 7.25-to-1.00 and will return to its original threshold of 7.00-to-1.00 for the quarter ending April 3, 2027, and for all subsequent quarters.
This phased approach is intended to provide B&G Foods with the operational breathing room it needs in the near term, while also ensuring a return to stricter leverage standards in the longer term as financial conditions stabilize and the company executes its deleveraging strategy.
Revolving Credit Facility Adjusted
In tandem with the leverage ratio modification, B&G Foods has also reduced the total availability under its revolving credit facility. Previously set at $475.0 million, the facility has now been resized to $430.0 million. This decrease reflects the company’s strategic shift toward optimizing capital structure and maintaining disciplined liquidity management.
As of the close of the second fiscal quarter on June 28, 2025, the company reported $235.0 million in outstanding principal borrowings under the revolving credit facility. The new agreement also places additional constraints on the use of cash for certain types of financial activities—including debt repayments, dividend payments, and investments—based on leverage ratio performance.
Specifically, the amended credit agreement states that any use of cash for restricted debt repayments or investments will require B&G Foods’ leverage ratio to remain at or below 7.00-to-1.00 following the transaction. This ratio must be measured on the date the repayment or investment is irrevocably committed, provided the payment is made within 90 days. For restricted payments, such as dividends, the permitted leverage threshold is slightly higher at 7.25-to-1.00, with the ratio assessed on the dividend declaration date under the same 90-day condition.
These provisions are designed to ensure that the company remains disciplined in its capital deployment while managing risk during a period of elevated leverage.
Senior Notes Repurchase Highlights Deleveraging Commitment
In a further demonstration of its commitment to reducing long-term debt, B&G Foods disclosed that it repurchased $20.7 million in aggregate principal amount of its 5.25% senior notes due 2027 during the second quarter of 2025. These repurchases were executed through open market transactions at an average discounted price of 89.98% of the principal amount, plus accrued and unpaid interest.
Following the repurchase activity, the remaining outstanding balance of the senior notes due 2027 stands at $529.3 million. The decision to repurchase debt at a discount reflects the company’s strategic use of available capital to reduce future interest expense and overall debt obligations in an accretive manner.
Strategic Commentary from Leadership
Bruce C. Wacha, Executive Vice President of Finance and Chief Financial Officer of B&G Foods, emphasized that the credit agreement amendment represents a proactive step in supporting the company’s financial resilience and strategic transformation efforts.
“We believe that temporarily increasing our maximum consolidated leverage ratio is a prudent measure given the current difficult consumer environment in the packaged foods industry, our working capital needs, and tariff uncertainty,” said Wacha. “The amended terms give us added flexibility to manage our business during this period of macroeconomic volatility, while continuing to pursue our long-term goals of deleveraging and reshaping our brand portfolio.”
Wacha also referenced the company’s recent decision to divest the Don Pepino and Sclafani brands, two legacy labels that had become non-core to B&G Foods’ evolving business model. “As evidenced by our recently announced divestiture of the Don Pepino and Sclafani brands and our repurchases of senior notes due 2027, we continue our efforts to reshape our portfolio through the divestiture of non-core brands and reduce long-term debt. We are also committed to reducing costs.”
Context: Navigating a Shifting Industry Landscape
Like many companies in the consumer packaged goods (CPG) sector, B&G Foods is operating in an increasingly complex environment. Inflationary input costs, shifting consumer preferences, competitive pressures from private label brands, and supply chain disruptions continue to challenge traditional food manufacturers.
In response, B&G Foods has pursued a strategy that includes streamlining its brand portfolio, enhancing operational efficiency, repurchasing debt when economically favorable, and taking a disciplined approach to capital expenditures. The amendment to its credit facility aligns with this broader strategy, giving the company the tools it needs to remain agile in the face of ongoing headwinds.
