B&G Foods announces acquisition of Specialty Brands of America from affiliates of American Capital for approximately US$155M in cash; acquisition expected to close in Q2 or Q3

Nevin Barich

PARSIPPANY, New Jersey , April 4, 2014 (press release) – B&G Foods, Inc. (NYSE:BGS) announced today that it has entered into an agreement to acquire Specialty Brands of America, Inc. and related entities from affiliates of American Capital, Ltd. and certain individuals for approximately $155 million in cash, subject to certain closing and post-closing adjustments.

“We are excited to have reached an agreement to acquire Specialty Brands of America,” stated David L. Wenner, President and Chief Executive Officer of B&G Foods. “Under the leadership of American Capital and Dom Bastien, the founder and Chief Executive Officer of Specialty Brands, the company has built a solid and profitable business that continues to grow.”

Mr. Wenner continued, “We look forward to welcoming Specialty Brands into our family of brands. These brands complement very well our existing portfolio of brands and we believe that B&G Foods will be able to enhance the growth prospects of these brands. In addition, consistent with our acquisition strategy, we expect the acquisition to be immediately accretive to our earnings per share and free cash flow.”

B&G Foods projects that following the acquisition, Specialty Brands will generate on an annualized basis after being fully integrated into B&G Foods net sales of approximately $85 million and adjusted EBITDA of approximately $20 million.

Specialty Brands is a leading packaged foods company with a portfolio of strong and differentiated brands. Specialty Brands’ largest brand is Bear Creek Country Kitchens. Bear Creek is the leading brand of hearty dry soups in the United States. Bear Creek also offers a line of savory pasta dishes and hearty rice dishes. Specialty Brands also offers Spring Tree, Cary’s and MacDonald’s pure maple syrups and pancake syrups, New York Flatbreads and Canoleo margarine.

B&G Foods intends to fund the acquisition with cash on hand and borrowings under its existing revolving credit facility. B&G Foods expects the acquisition to close during the second or third quarter of 2014, subject to regulatory approval and the satisfaction of customary closing conditions.

American Capital was advised by Evercore Group L.L.C. on the transaction.

About American Capital

American Capital, Ltd. (Nasdaq: ACAS) is a publicly traded private equity firm and global asset manager. American Capital, both directly and through its asset management business, originates, underwrites and manages investments in middle market private equity, leveraged finance, real estate, energy & infrastructure and structured products. American Capital manages $19 billion of assets, including assets on its balance sheet and fee earning assets under management by affiliated managers, with $93 billion of total assets under management (including levered assets). Through an affiliate, American Capital manages publicly traded American Capital Agency Corp. (Nasdaq: AGNC) with approximately $9 billion of net book value, American Capital Mortgage Investment Corp. (Nasdaq: MTGE) with approximately $1 billion of net book value and American Capital Senior Floating, Ltd. (Nasdaq: ACSF). From its eight offices in the U.S. and Europe, American Capital and its affiliate, European Capital, will consider investment opportunities from $10 million to $750 million. For further information, please refer to www.AmericanCapital.com.

About B&G Foods, Inc.

B&G Foods and its subsidiaries manufacture, sell and distribute a diversified portfolio of high-quality, branded shelf-stable foods across the United States, Canada and Puerto Rico. Based in Parsippany, New Jersey, B&G Foods’ products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy, Brer Rabbit, Cream of Rice, Cream of Wheat, Devonsheer, Don Pepino, Emeril’s, Grandma’s Molasses, JJ Flats, Joan of Arc, Las Palmas, Maple Grove Farms, Molly McButter, Mrs. Dash, New York Style, Old London, Original Tings, Ortega, Pirate’s Booty, Polaner, Red Devil, Regina, Rickland Orchards, Sa-són, Sclafani, Smart Puffs, Sugar Twin, Trappey’s, TrueNorth, Underwood, Vermont Maid and Wright’s. B&G Foods also sells and distributes two branded household products, Static Guard and Kleen Guard.

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