B&G Foods Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
As filed with the Securities and Exchange Commission on March 20, 2026
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 19, 2026, B&G Foods, Inc., through its wholly owned subsidiary, B&G Foods North America, Inc., closed on the acquisition of the College Inn and Kitchen Basics broth and stock business from Del Monte Foods Holdings Limited and certain of its affiliates for a purchase price of approximately $110 million in cash, pursuant to an asset purchase agreement. The purchased assets include trademarks and other intellectual property; business and customer information; supply and other agreements; and inventory. As described in B&G Foods’ Current Report on Form 8-K filed on January 16, 2026, the asset purchase agreement contains customary representations, warranties and covenants of the parties for a transaction involving the acquisition of assets from a debtor in bankruptcy. It also includes an agreement for an affiliate of Del Monte Fresh Produce Company, the buyer of certain other business units that were sold by Del Monte Foods, to provide certain transition services associated with the acquired business for up to 180 days following closing.
Prior to the closing of the acquisition, none of B&G Foods, B&G Foods North America or any of their affiliates, or any director or officer of B&G Foods or B&G Foods North America, or any associate of any such director or officer, had any material relationship with Del Monte Foods or any of its affiliates. The terms of the asset purchase agreement, including the purchase price, were determined pursuant to a competitive auction process that was conducted in connection with the Chapter 11 bankruptcy proceedings of Del Monte Foods.
B&G Foods funded the acquisition and related fees and expenses with cash on hand, including the proceeds of divestitures, and additional revolving loans under B&G Foods’ existing credit facility.
The asset purchase agreement was filed as Exhibit 2.1 under Item 1.01 to the Current Report on Form 8-K filed by B&G Foods on January 16, 2026.
Item 7.01. Regulation FD Disclosure.
On March 19, 2026, B&G Foods issued a press release to announce the closing of the acquisition described above. The information contained in the press release, which is attached to this report as Exhibit 99.1, is incorporated by reference herein and is furnished pursuant to Item 7.01, “Regulation FD Disclosure.”
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
To the extent required, B&G Foods intends to file financial statements of the business acquired for the periods specified in Rule 3-05(b) of Regulation S-X within the time period permitted by Item 9.01 of Form 8-K.
(b) Pro Forma Financial Information.
To the extent required, B&G Foods intends to file the pro forma financial information required pursuant to Article 11 of Regulation S-X within the time period permitted by Item 9.01 of Form 8-K.
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| B&G FOODS, INC. | ||
| Dated: March 20, 2026 | By: | /s/ Scott E. Lerner |
| Scott E. Lerner | ||
| Executive Vice President, General Counsel and Secretary | ||
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