08/09/2022 | Press release | Distributed by Public on 08/09/2022 14:42
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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13-3918742
(I.R.S. Employer
Identification No.) |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Exact Name of Registrant as Specified in its Charter
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Jurisdiction of
Incorporation or Organization |
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IRS
Employer Identification Number |
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B&G Foods North America, Inc.
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Delaware
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| | | | 22-3640377 | | |
B&G Foods Snacks, Inc.
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Delaware
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| | | | 46-1040154 | | |
Back To Nature Foods Company, LLC
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Delaware
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| | | | 80-0861219 | | |
Back To Nature Foods ServCo, LLC
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Delaware
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| | | | 46-3722253 | | |
Bear Creek Country Kitchens, LLC
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Delaware
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| | | | 52-2409215 | | |
BTN Foods ServCo Corporation
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Delaware
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| | | | 46-3735680 | | |
BTN Holdco, Inc.
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Delaware
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| | | | 80-0861359 | | |
Clabber Girl Corporation
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Indiana
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| | | | 35-2150132 | | |
Farmwise LLC
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Delaware
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| | | | 46-2270625 | | |
Spartan Foods of America, Inc.
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Delaware
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| | | | 27-1442631 | | |
Victoria Fine Foods, LLC
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Delaware
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| | | | 27-4481075 | | |
William Underwood Company
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Massachusetts
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| | | | 04-1919830 | | |
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Page
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About this Prospectus
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Risk Factors
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Special Note Regarding Forward-Looking Statements
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The Company
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Use of Proceeds
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General Description of the Securities We May Offer
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Description of Capital Stock
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| | | | 4 | | |
Description of Debt Securities
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| | | | 10 | | |
Description of Warrants
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| | | | 19 | | |
Description of Units
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| | | | 21 | | |
Plan of Distribution
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| | | | 21 | | |
Legal Matters
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| | | | 23 | | |
Experts
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| | | | 23 | | |
Where You Can Find More Information
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Incorporation by Reference
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| | | | 24 | | |
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Fiscal 2022
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Fiscal 2021
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Fiscal 2020
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Fourth Quarter
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| | | | N/A | | | | | $ | 0.475 | | | | | $ | 0.475 | | |
Third Quarter
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| | | $ | 0.475 | | | | | $ | 0.475 | | | | | $ | 0.475 | | |
Second Quarter
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| | | $ | 0.475 | | | | | $ | 0.475 | | | | | $ | 0.475 | | |
First Quarter
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| | | $ | 0.475 | | | | | $ | 0.475 | | | | | $ | 0.475 | | |
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Amount
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SEC Registration Fee
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| | | $ | * | | |
Accounting Fees and Expenses
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| | | | ** | | |
Legal Fees and Expenses
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| | | | ** | | |
Transfer Agent and Registrar Fees and Expenses
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| | | | ** | | |
Printing and Engraving Expenses
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| | | | ** | | |
Rating Agency Fees
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| | | | ** | | |
Trustees Fees and Expenses
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| | | | ** | | |
Miscellaneous Fees and Expenses
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| | | | ** | | |
Total
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| | | $ | ** | | |
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Signature
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Title
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Date
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/s/ Kenneth C. Keller
Kenneth C. Keller
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President, Chief Executive Officer and Director (Principal Executive Officer) |
| | August 9, 2022 | |
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/s/ Bruce C. Wacha
Bruce C. Wacha
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| | Executive Vice President of Finance and Chief Financial Officer (Principal Financial Officer) | | | August 9, 2022 | |
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/s/ Michael D Adasczik
Michael D. Adasczik
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Vice President of Finance and Chief Accounting Officer (Principal Accounting Officer) |
| | August 9, 2022 | |
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/s/ Stephen C. Sherrill
Stephen C. Sherrill
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| | Chair of the Board of Directors | | | August 9, 2022 | |
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/s/ DeAnn L. Brunts
DeAnn L. Brunts
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| | Director | | | August 9, 2022 | |
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/s/ Debra M. Chase
Debra M. Chase
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| | Director | | | August 9, 2022 | |
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/s/ Charles F. Marcy
Charles F. Marcy
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| | Director | | | August 9, 2022 | |
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/s/ Robert D. Mills
Robert D. Mills
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| | Director | | | August 9, 2022 | |
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/s/ Dennis M. Mullen
Dennis M. Mullen
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| | Director | | | August 9, 2022 | |
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/s/ Cheryl M. Palmer
Cheryl M. Palmer
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| | Director | | | August 9, 2022 | |
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/s/ Alfred Poe
Alfred Poe
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| | Director | | | August 9, 2022 | |
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/s/ David L. Wenner
David L. Wenner
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| | Director | | | August 9, 2022 | |
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Signature
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Title
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Date
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/s/ Kenneth C. Keller
Kenneth C. Keller
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| | President, Chief Executive Officer (Principal Executive Officer) and Director | | | August 9, 2022 | |
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/s/ Bruce C. Wacha
Bruce C. Wacha
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| | Executive Vice President of Finance, Chief Financial Officer, Treasurer and Director (Principal Financial Officer) | | | August 9, 2022 | |
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/s/ Scott E. Lerner
Scott E. Lerner
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| | Executive Vice President, General Counsel, Secretary, Chief Compliance Officer and Director | | | August 9, 2022 | |
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/s/ Michael D. Adasczik
Michael D. Adasczik
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| | Vice President of Finance and Chief Accounting Officer (Principal Accounting Officer) | | | August 9, 2022 | |
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Signature
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Title
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Date
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/s/ Kenneth C. Keller
Kenneth C. Keller
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| | President, Chief Executive Officer (Principal Executive Officer) | | | August 9, 2022 | |
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/s/ Bruce C. Wacha
Bruce C. Wacha
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| | Executive Vice President of Finance, Chief Financial Officer, Treasurer and Director (Principal Financial Officer) | | | August 9, 2022 | |
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/s/ Scott E. Lerner
Scott E. Lerner
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| | Executive Vice President, General Counsel, Secretary, Chief Compliance Officer and Director | | | August 9, 2022 | |
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/s/ Michael D. Adasczik
Michael D. Adasczik
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| | Vice President of Finance and Chief Accounting Officer (Principal Accounting Officer) | | | August 9, 2022 | |
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Signature
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Title
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Date
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/s/ Kenneth C. Keller
Kenneth C. Keller
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| | President and Chief Executive Officer (Principal Executive Officer) | | | August 9, 2022 | |
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/s/ Bruce C. Wacha
Bruce C. Wacha
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| | Executive Vice President of Finance, Chief Financial Officer and Treasurer (Principal Financial Officer) | | | August 9, 2022 | |
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/s/ Scott E. Lerner
Scott E. Lerner
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| | Executive Vice President, General Counsel, Secretary and Chief Compliance Officer | | | August 9, 2022 | |
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/s/ Michael D. Adasczik
Michael D. Adasczik
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| | Vice President of Finance and Chief Accounting Officer (Principal Accounting Officer) | | | August 9, 2022 | |
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Signature
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Title
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Date
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/s/ Kenneth C. Keller
Kenneth C. Keller
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| | President, Chief Executive Officer and Trustee (Principal Executive Officer) | | | August 9, 2022 | |
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/s/ Bruce C. Wacha
Bruce C. Wacha
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Executive Vice President of Finance, Chief Financial Officer, Treasurer and Trustee (Principal Financial Officer) |
| | August 9, 2022 | |
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/s/ Scott E. Lerner
Scott E. Lerner
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| | Executive Vice President, General Counsel, Secretary, Chief Compliance Officer and Trustee | | | August 9, 2022 | |
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/s/ Michael D. Adasczik
Michael D. Adasczik
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| | Vice President of Finance and Chief Accounting Officer (Principal Accounting Officer) | | | August 9, 2022 | |
Exhibit No.
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Description
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4.11* | | | Form of unit agreement and unit certificate, if any. | |
5.1+ | | |
Opinion of Dechert LLP.
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23.1+ | | |
Consent of Dechert LLP (included in Exhibit 5.1).
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23.2+ | | |
Consent of KPMG LLP, independent registered public accounting firm.
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24.1+ | | |
Power of Attorney (included on signature page).
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25.1++ | | | Statement of Eligibility of the Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended. | |
107+ | | |
Filing Fee Table
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