Item 1.01. Entry into a Material Definitive Agreement.

On June 28, 2022, we amended our amended and restated credit agreement, dated as of October 2, 2015, and previously amended on March 30, 2017, November 20, 2017, October 10, 2019 and December 16, 2020, among B&G Foods, as borrower, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent and collateral agent. In the remainder of this report, we refer to the amended and restated credit agreement as so amended, as our credit agreement.

The amendment modifies the consolidated leverage ratio financial maintenance covenant contained in Section 6.1(a) of our credit agreement so that the consolidated leverage ratio as at the last day of any test period may not exceed the ratios indicated below:





   Test Periods Ending on       Consolidated Leverage
          or about                      Ratio
        June 30, 2022               7.50 to 1.00
     September 30, 2022             8.00 to 1.00
      December 31, 2022             8.00 to 1.00
       March 31, 2023               8.00 to 1.00
        June 30, 2023               8.00 to 1.00
     September 30, 2023             8.00 to 1.00
      December 31, 2023             7.50 to 1.00

March 31, 2024 and thereafter 7.00 to 1.00

A copy of the amendment to our credit agreement is filed as Exhibit 10.1 to this report. A copy of the press release issued by B&G Foods to announce the completion of the amendment is filed as Exhibit 99.1 to this report.




Item 8.01. Other Events.

On June 28, 2022, B&G Foods announced that during the second quarter of 2022, we sold 2,739,568 shares of common stock under our previously announced "at the-market" (ATM) equity offering program. B&G Foods generated $63.2 million in gross proceeds, or $23.08 per share, from the sales and paid commissions to the sales agents of approximately $1.3 million and incurred other fees and expenses of approximately $0.1 million. In total since launching the ATM equity offering program during the third quarter of 2021, B&G Foods has sold 6,547,627 shares of common stock and has generated $179.0 million in gross proceeds, or $27.34 per share, from the sales and paid commissions to the sales agents of approximately $3.6 million and incurred other fees and expenses of approximately $0.5 million.

B&G Foods has used the net proceeds from shares sold under the ATM equity offering program to repay revolving credit loans, to pay offering fees and expenses, and for general corporate purposes. B&G Foods intends to use the net proceeds from any future sales of its common stock under the ATM offering for general corporate purposes, which could include, among other things, repayment, refinancing, redemption or repurchase of long-term debt or possible acquisitions.





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A copy of the press release issued by B&G Foods to announce the foregoing is filed as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits.



    10.1     Fifth Amendment to Credit Agreement dated as of June 28, 2022, to the
           Amended and Restated Credit Agreement, dated as of October 2, 2015, as
           amended, among B&G Foods, Inc., as borrower, the subsidiaries of B&G
           Foods, Inc. from time to time party thereto as guarantors, the several
           banks and other financial institutions or entities from time to time
           party thereto as lenders and Barclays Bank PLC, as administrative agent
           for the lenders and as collateral agent for the secured parties

    99.1     Press Release dated June 28, 2022

  104      The cover page from this Current Report on Form 8-K, formatted in
           Inline XBRL




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