Form 8-K

8-K — B&G Foods, Inc.

Accession: 0001104659-26-070572

Filed: 2026-06-04

Period: 2026-06-03

CIK: 0001278027

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2616882d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 - PURCHASE AGREEMENT DATED JUNE 3, 2026 (tm2616882d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 - PRESS RELEASE DATED JUNE 3, 2026 (tm2616882d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2616882d1_8k.htm · Sequence: 1

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0001278027

2026-06-03

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As filed with the Securities and Exchange Commission on June 4, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

June 3, 2026

B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-32316

13-3918742

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

Sylvan Way, Parsippany, New

Jersey

07054

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (973) 401-6500

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

BGS

New York Stock Exchange

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the

registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

Item 8.01. Other Events.

On June 3, 2026, B&G Foods issued a press release

announcing the pricing of an offering of $475.0 million aggregate principal amount of 11.00% senior notes due 2031 in a transaction exempt

from registration under the Securities Act of 1933, as amended. The senior notes are being issued at a price of 97.67%. The senior notes

will be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods. The offering is expected to close

on June 10, 2026, subject to customary closing conditions.

We estimate that the net proceeds from the offering

will be approximately $456.3 million after deducting discounts, fees and expenses related to the offering. We intend to use the proceeds

of the offering, together with borrowings under our revolving credit facility and cash on hand, to redeem all of our outstanding 5.25%

senior notes due 2027 and pay related fees and expenses.

In connection with the offering, B&G Foods

and the subsidiary guarantors have entered into a purchase agreement, dated as of June 3, 2026, with Barclays Capital Inc. as representative

of the several initial purchasers named therein, relating to the issuance and sale to the initial purchasers of the senior notes. The

purchase agreement contains customary representations and warranties, closing conditions and indemnification obligations. A copy of the

purchase agreement is filed as Exhibit 10.1 to this report and is incorporated by reference herein.

The senior notes and the related guarantees have

not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction

and the senior notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption

from the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction.

This current report does not constitute a redemption

notice with respect to the 5.25% senior notes due 2027 and shall not constitute an offer to sell or a solicitation of an offer to buy

the senior notes and the related guarantees, nor shall there be any sale of the senior notes and the related guarantees in any state or

jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws

of any such state or jurisdiction.

A copy of the press release announcing the pricing of the offering

of senior notes, which is attached to this report as Exhibit 99.1, is incorporated by reference herein.

- 2 -

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1

Purchase Agreement, dated as of June 3, 2026, among B&G Foods, Inc., the subsidiary guarantors named therein and Barclays Capital Inc. as Representative of the several Initial Purchasers named in Schedule I thereto

99.1

Press release dated June 3, 2026

104

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

- 3 -

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: June 4, 2026

By:

/s/ Scott E. Lerner

Scott E. Lerner

Executive Vice President,

General Counsel and Secretary

- 4 -

EX-10.1 — EXHIBIT 10.1 - PURCHASE AGREEMENT DATED JUNE 3, 2026

EX-10.1

Filename: tm2616882d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

$475,000,000

B&G

Foods, Inc.

11.00%

Senior Notes due 2031

PURCHASE

AGREEMENT

June 3, 2026

Barclays Capital

Inc.

As Representative of the several

Initial Purchasers named in Schedule I attached hereto

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

B&G Foods, Inc.,

a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement

(this “Agreement”), to issue and sell to Barclays Capital Inc. (“Barclays”) and the

other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Barclays is

acting as representative (in such capacity, the “Representative”), $475,000,000 in aggregate principal amount

of its 11.00% Senior Notes due 2031 (the “Notes”). The Notes (i) will have terms and provisions that are

summarized in the Pricing Disclosure Package and the Offering Memorandum (each as defined below), and (ii) are to be issued pursuant

to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and

The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”). The Company’s

obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally

guaranteed (the “Guarantees”) by the guarantors listed in Schedule II hereto (together the “Guarantors”).

As used herein, the term “Notes” shall include the Guarantees, unless the context otherwise requires. This Agreement is to

confirm the agreement concerning the purchase of the Notes from the Company by the Initial Purchasers. The Company intends to use the

net proceeds of the Notes together with cash on hand and borrowings under its revolving credit facility to (i) redeem in full its

outstanding 5.25% senior notes due 2027 and (ii) pay related fees and expenses.

1.             Purchase

and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act

of 1933, as amended (the “Securities Act”), in reliance on an exemption pursuant to Section 4(a)(2) under

the Securities Act. The Company and the Guarantors have prepared a preliminary offering memorandum, dated June 1, 2026 (the “Preliminary

Offering Memorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing

Term Sheet”) setting forth the terms of the Notes omitted from the Preliminary Offering Memorandum and an offering memorandum,

dated June 3, 2026 (the “Offering Memorandum”), setting forth information regarding the Company, the Guarantors,

the Notes and the Guarantees. The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time (as defined

below), together with the Pricing Term Sheet and any of the documents listed on Schedule IV(A) hereto are collectively referred

to as the “Pricing Disclosure Package”. The Company and the Guarantors hereby confirm that they have authorized

the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes by the

Initial Purchasers. “Applicable Time” means 4:30 p.m. (New York City time) on the date of this Agreement.

Any reference to the Preliminary

Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum shall be deemed to refer to and include the Company’s

most recent Annual Report on Form 10-K (the “Annual Report”) and all documents filed with the United States

Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c), 14 or 15(d) of

the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date

of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, as the case may be with respect to

any date or period subsequent to the period covered in such Form 10-K. Any reference to the Preliminary Offering Memorandum, Pricing

Disclosure Package or the Offering Memorandum, as the case may be, as amended or supplemented, as of any specified date, shall be deemed

to include any documents filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after

the date of the Preliminary Offering Memorandum, Pricing Disclosure Package or the Offering Memorandum, as the case may be, and prior

to such specified date. All documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Memorandum,

Pricing Disclosure Package or the Offering Memorandum, as the case may be, or any amendment or supplement thereto are hereinafter called

the “Exchange Act Reports”.

You have advised the Company

that you will offer and resell (the “Exempt Resales”) the Notes purchased by you hereunder on the terms set

forth in each of the Pricing Disclosure Package and the Offering Memorandum, as amended or supplemented, solely to (i) persons whom

you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”)

(each a “QIB”), and (ii) outside the United States to certain persons who are not U.S. Persons (as defined

in Regulation S under the Securities Act (“Regulation S”)) (such persons are referred to in this agreement

as “Non-U.S. Persons”) in offshore transactions in reliance on Regulation S. As used herein, the terms “offshore

transaction” and “United States” have the meanings assigned to them in Regulation S. Those persons specified in clauses

(i) and (ii) are referred to herein as “Eligible Purchasers”. Pursuant to the terms of the Notes

and the Indenture, Eligible Purchasers may only resell or otherwise transfer such Notes if such Notes are hereafter registered under

the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption

afforded by Rule 144A or Regulation S).

2.             Representations,

Warranties and Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, represent,

warrant and agree as follows:

(a)            When

the Notes and Guarantees are issued and delivered pursuant to this Agreement, such Notes and Guarantees will not be of the same class

(within the meaning of Rule 144A) as securities of the Company or the Guarantors that are listed on a national securities exchange

registered under Section 6 of the Exchange Act or that are quoted in a United States automated inter-dealer quotation system.

(b)            Assuming

the accuracy of your representations and warranties in Section 3(b), the purchase and resale of the Notes pursuant hereto (including

pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act.

form of general solicitation or general advertising within the meaning of Regulation D under the Securities Act (“Regulation

D”) (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper,

magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any

general solicitation or general advertising) was used by the Company, the Guarantors, any of their respective affiliates or any of their

respective representatives (other than you, as to whom the Company and the Guarantors make no representation) in connection with the

offer and sale of the Notes.

(d)            No

directed selling efforts within the meaning of Rule 902 under the Securities Act were used by the Company, the Guarantors or any

of their respective representatives (other than you, as to whom the Company and the Guarantors make no representation) with respect to

Notes sold outside the United States to Non-U.S. Persons, and the Company, any affiliate of the Company and any person acting on its

or their behalf (other than you, as to whom the Company and the Guarantors make no representation) has complied with and will implement

the “offering restrictions” required by Rule 902 under the Securities Act.

(e)            Each

of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of (i) its respective

date (or in the case of the Pricing Disclosure Package, as of the Applicable Time) and (ii) June 10, 2026, the closing date

of the offering (the “Closing Date”), contains all the information specified in, and meets the requirements

of, Rule 144A(d)(4) under the Securities Act.

(f)             Neither

the Company, any Guarantor nor any other person acting on behalf of the Company or any Guarantor has sold or issued any securities that

would be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and

regulations thereunder or the interpretations thereof by the Commission.

(g)            The

Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Company and the

Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing or suspending the use

of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions

contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding

for that purpose has commenced or is pending or, to the knowledge of the Company or any of the Guarantors is contemplated.

(h)            The

Offering Memorandum will not, as of its date or as of the Closing Date, contain any untrue statement of a material fact or omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum

in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any

Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e).

(i)             The

Pricing Disclosure Package did not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package

in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any

Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e).

(j)             The

Company has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus”

(if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under

the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representative; any

such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is listed on Schedule

IV(B).

(k)            Each

Free Writing Offering Document listed in Schedule IV(B) hereto, the Investor Education Materials listed on Schedule IV(C), when

taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain any untrue statement of a material fact

or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,

not misleading; provided that no representation or warranty is made as to information contained in or omitted from such Free Writing

Offering Document listed in Schedule IV(B) or the Investor Education Materials listed on Schedule IV(C), hereto in reliance upon

and in conformity with written information furnished to the Company through the Representative by or on behalf of any Initial Purchaser

specifically for inclusion therein, which information is specified in Section 8(e).

(l)             The

Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable

requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder. The Exchange Act Reports

did not, and will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(m)           The

Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and

has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Pricing

Disclosure Package and the Offering Memorandum and to enter into and perform its obligations under, and to consummate the transactions

contemplated in, this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing

in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct

of business, except where the failure so to qualify or to be in good standing would not, singly or in the aggregate, result in a material

adverse effect on (A) the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company

and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (B) the ability

of the Company to enter into and perform any of its obligations under, or to consummate any of the transactions contemplated in, this

Agreement (collectively, a “Material Adverse Effect”). The Company does not own or control, directly or indirectly,

any corporation, association or other entity other than the subsidiaries listed in Schedule V hereto.

(n)            Each

subsidiary of the Company (including each of the Guarantors), (i) has been duly organized and is validly existing in good standing

under the laws of the jurisdiction of its incorporation or organization, has all requisite corporate, limited liability company or partnership,

as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Pricing Disclosure

Package and the Offering Memorandum and (ii) is duly qualified to transact business and is in good standing in each jurisdiction

in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except

(other than with respect to (i) above, each of the Guarantors) where the failure so to qualify or to be in good standing would not,

singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Pricing Disclosure Package and the Offering

Memorandum, all of the outstanding shares of capital stock of or other equity interests in each subsidiary of the Company have been duly

authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through other subsidiaries

of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding

shares of capital stock of or other equity interests in any subsidiaries of the Company were issued in violation of the preemptive or

similar rights of any securityholder of such subsidiary or any other person or entity.

(o)            The

Company has an outstanding capitalization as set forth under the heading “Capitalization” in each of the Pricing Disclosure

Package and the Offering Memorandum as of the date or dates set forth therein, and all of the issued shares of capital stock of the Company

have been duly authorized and validly issued and are fully paid and non-assessable. All of the issued shares of capital stock or other

equity interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and

are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens,

encumbrances, equities or claims as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p)            The

Company and each Guarantor have all requisite corporate, partnership or limited liability company power and authority, as applicable,

to execute, deliver and perform their respective obligations under the Indenture. The Indenture has been duly and validly authorized

by the Company and the Guarantors, and upon its execution and delivery and, assuming due authorization, execution and delivery by the

Trustee, will constitute a valid and binding agreement of the Company and the Guarantors, enforceable against the Company and the Guarantors

in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,

moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless

of whether such enforceability is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).

No qualification of the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act”) is required

in connection with the offer and sale of the Notes contemplated hereby or in connection with the Exempt Resales. The Indenture will conform

to the description thereof in each of the Pricing Disclosure Package and the Offering Memorandum.

(q)            The

Company has all requisite corporate power and authority to execute, issue, sell and perform its obligations under the Notes. The Notes

have been duly authorized by the Company and, when duly executed by the Company in accordance with the terms of the Indenture, assuming

due authentication of the Notes by the Trustee, upon delivery to the Initial Purchasers against payment therefor in accordance with the

terms hereof, will be validly issued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits

of the Indenture, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by the

Enforceability Exceptions. The Notes will conform in all material respects to the description thereof in each of the Pricing Disclosure

Package and the Offering Memorandum.

(r)             Each

Guarantor has all requisite corporate, partnership or limited liability company power and authority, as applicable, to execute, issue

and perform its obligations under the Guarantees. The Guarantees have been duly and validly authorized by the Guarantors and when the

Indenture is duly executed and delivered by the Guarantors in accordance with its terms and upon the due execution, authentication and

delivery of the Notes in accordance with the Indenture and the issuance of the Notes in the sale to the Initial Purchasers contemplated

by this Agreement, will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance

with their terms, except as such enforceability may be limited by the Enforceability Exceptions. The Guarantees will conform in all material

respects to the description thereof in each of the Pricing Disclosure Package and the Offering Memorandum.

(s)            The

Company and each Guarantor has all requisite corporate, partnership or limited liability company power and authority, as applicable,

to execute, issue and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by

the Company and the Guarantors.

(t)             None

of the Company, the Guarantors or any of the Company’s subsidiaries are (i) in violation of its charter, by-laws or similar

organizational document, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained

in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which

the Company, the Guarantors or any of the Company’s subsidiaries are a party or by which any of them may be bound or to which any

of the properties, assets or operations of the Company, the Guarantors or any of the Company’s subsidiaries are subject (collectively,

“Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result

in a Material Adverse Effect, or (iii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any

arbitrator, court, governmental body, regulatory body (including, without limitation, the United States Food and Drug Administration

(the “FDA”)), administrative agency or other authority, body or agency having jurisdiction over the Company,

the Guarantors or any of the Company’s subsidiaries or any of their respective properties, assets or operations (each, a “Governmental

Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The

issuance and sale of the Notes and the Guarantees, the execution, delivery and performance by the Company and the Guarantors of the Notes,

the Guarantees, the Indenture and this Agreement, the application of the proceeds from the sale of the Notes as described under “Use

of Proceeds” in each of the Pricing Disclosure Package and the Offering Memorandum and the consummation of the transactions contemplated

hereby and thereby have been duly authorized by all requisite action and do not and will not, whether with or without the giving of notice

or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result

in the creation or imposition of any lien, charge or encumbrance upon any properties, assets or operations of the Company, the Guarantors

or any of the Company’s subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults

or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect),

nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Company,

the Guarantors or any of the Company’s subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any

Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder

of any note, debenture or other financing instrument (or any person acting on such holder’s behalf) the right to require the repurchase,

redemption or repayment of all or a portion of the related financing by the Company, the Guarantors or any of the Company’s subsidiaries.

(u)            No

filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is

necessary or required for the Company’s and the Guarantors’ due authorization, execution and delivery of, or performance

of its obligations under, this Agreement or for the issue and sale of the Notes and the Guarantees, the execution, delivery and performance

by the Company and the Guarantors of the Notes, the Guarantees, the Indenture and this Agreement to the extent a party thereto, the application

of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package

and the Offering Memorandum and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals,

authorizations, orders, filings, registrations or qualifications as may be required under state securities or Blue Sky laws in connection

with the purchase and distribution of the Notes by the Initial Purchasers, each of which has been obtained and is in full force and effect.

(v)            The

financial statements of the Company included or incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum

present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated

and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods

specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”)

applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included or incorporated by reference

in the Pricing Disclosure Package and the Offering Memorandum present fairly in all material respects in accordance with GAAP the information

required to be stated therein. The selected financial data and the summary financial information of the Company included in the Pricing

Disclosure Package and the Offering Memorandum present fairly in all material respects the information shown therein and have been compiled

on a basis consistent with that of the audited financial statements included therein. All disclosures contained or incorporated by reference

in the Pricing Disclosure Package and the Offering Memorandum regarding “non-GAAP financial measures” (as such term is defined

by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the

Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by

reference in the Pricing Disclosure Package and the Offering Memorandum fairly present the information called for in all material respects

and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(w)            The

financial statements of the College Inn and Kitchen Basics Business (as defined below) and the related notes thereto included or incorporated

by reference in the Pricing Disclosure Package and the Offering Memorandum present fairly in all material respects the financial position

of the College Inn and Kitchen Basics Business at the dates indicated and the statement of revenue and direct expenses of the College

Inn and Kitchen Basics Business; and said financial statements have been prepared in conformity with GAAP applied on a consistent basis

throughout the periods involved. The selected financial data and the summary financial information of the College Inn and Kitchen Basics

Business included in the Pricing Disclosure Package and the Offering Memorandum present fairly in all material respects the information

shown therein and have been compiled on a basis consistent with that of the related audited financial statements included therein. The

supporting schedules, if any, included or incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum present

fairly in accordance with GAAP the information required to be stated therein.

(x)             The

pro forma financial statements included or incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum (the

“Pro Formas”) have been prepared in accordance with the applicable requirements of the Securities Act and the

assumptions underlying such pro forma financial information are reasonable and are set forth in each of the Pricing Disclosure Package

and the Offering Memorandum. The Pro Formas have been prepared on a basis consistent with the historical financial statements of the

Company and, after giving effect to the adjustments specified therein, present fairly in all material respects the historical and proposed

transactions described therein.

(y)            KPMG

LLP, the accountant who certified the financial statements and supporting schedules of the Company included or incorporated by reference

in the Pricing Disclosure Package and the Offering Memorandum, is an independent public accountant as required by the Securities Act,

the Exchange Act, the applicable rules and regulations of the Commission and the Public Company Accounting Oversight Board.

(z)            SyCip

Gorres Velayo & Co., who certified the financial statements and supporting schedules of the College Inn and Kitchen

Basics brands acquired by the Company from Del Monte Holdings Limited and certain of its affiliates (the “College Inn

and Kitchen Basics Business”) as described in the Pricing Disclosure Package and the Offering Memorandum, is an independent

public accountant, within the meaning of the Securities Act, the Exchange Act, the applicable rules and regulations of the Commission

and the Public Company Accounting Oversight Board.

(aa)          The

Company, its subsidiaries and the Company’s board of directors (the “Board”) are in compliance with the

Sarbanes-Oxley Act of 2002 and all the rules and regulations promulgated in connection therewith (“Sarbanes-Oxley”),

and all applicable rules of the NYSE (the “Exchange Rules”). The Company maintains a system of internal

controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial

reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”)

that comply with Sarbanes-Oxley, the Exchange Act, the Securities Act, the rules and regulations of the Commission and the Exchange

Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s

general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in

conformity with accounting principles generally accepted in the United States and to maintain accountability for assets, (iii) access

to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences,

(v) that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and (vi) the

interactive data in eXtensible Business Reporting Language incorporated by reference in Pricing Disclosure Package and the Offering Memorandum

fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and

guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”)

of the Board in accordance with the Exchange Rules. The Company and its subsidiaries have carried out evaluations of the effectiveness

of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. The Company has not publicly disclosed

or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose

or report to the Audit Committee or the Board, (1) a significant deficiency, (2) a material weakness, (3) a change in

Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal Controls, (4) fraud involving

management or other employees who have a significant role in Internal Controls, (5) any violation of, or failure to comply with

Sarbanes-Oxley, the Securities Act, the Exchange Act, the rules and regulations of the Trust Indenture Act, the rules and regulations

of the Commission, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined

in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and the Exchange Rules, or (6) any other

matter involving Internal Controls, except, in the case of (1) and (6), as would not reasonably be expected to have a Material Adverse

Effect.

(bb)          Except

as stated in or contemplated by the Pricing Disclosure Package and the Offering Memorandum, since the respective dates as of which information

is given in the Pricing Disclosure Package and the Offering Memorandum, (i) there has been no material adverse change, nor any development

or event involving a prospective material adverse change, in the condition, financial or otherwise, results of operations, business,

properties or prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course

of business, (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its

capital stock, and (iii) there has been no material adverse change in the capital stock or other equity interests, or material increase

in short-term indebtedness or long-term indebtedness, or material decrease in net current assets or net assets of the Company and its

subsidiaries.

(cc)          Except

as disclosed in the Pricing Disclosure Package and the Offering Memorandum, the Company and its subsidiaries have good and marketable

title to all real property and good and valid title to all other properties and assets owned by them, in each case free from liens, charges,

encumbrances and defects that would, singly or in the aggregate, result in a Material Adverse Effect, and, except as disclosed in the

Pricing Disclosure Package and the Offering Memorandum, the Company and its subsidiaries hold any leased real or personal property under

valid and enforceable leases with no terms or provisions that would, singly or in the aggregate, have a Material Adverse Effect.

(dd)          The

Company and its subsidiaries possess, and are in compliance with the terms of, all certificates, authorizations, franchises, licenses,

permits and other approvals or authorizations of governmental or regulatory authorities, including, without limitation, the FDA (collectively,

“Governmental Licenses”), as are necessary to the conduct of the business now conducted or proposed in the

Pricing Disclosure Package and the Offering Memorandum to be conducted by them, except as would not, singly or in the aggregate, have

a Material Adverse Effect, and have not received any notice of proceedings relating to the revocation or modification of any Governmental

Licenses that, if determined adversely to the Company or any of its subsidiaries, would, singly or in the aggregate, have a Material

Adverse Effect.

(ee)          The

Company and its subsidiaries own, possess, license or can acquire on reasonable terms, adequate trademarks, trade names and other rights

to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “Intellectual

Property”) necessary to conduct the business now operated by them, or presently employed by them, except as would not,

singly or in the aggregate, have a Material Adverse Effect; and have not received any notice of infringement of or conflict with asserted

rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries,

would, singly or in the aggregate, have a Material Adverse Effect.

(ff)           There

are no pending actions, suits or proceedings (including any inquiries or, to the knowledge of the Company and the Guarantors, investigations

by any Governmental Entity) against or affecting the Company, any of its subsidiaries or any of their respective properties that, if

determined adversely to the Company or any of its subsidiaries, would, singly or in the aggregate, have a Material Adverse Effect, or

would materially and adversely affect the ability of the Company and the Guarantors to perform their respective obligations under this

Agreement, the Indenture, the Notes and the Guarantees to the extent a party thereto or the consummation of any of the transactions contemplated

hereby and thereby; and no such actions, suits or proceedings (including any inquiries or investigations by any Governmental Entity)

are, to the knowledge of the Company and the Guarantors, threatened or contemplated.

(gg)          Except

as described in the Pricing Disclosure Package and the Offering Memorandum, neither the Company nor any of its subsidiaries is in violation

of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating

to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human

exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property

contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant

to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or

claim would, singly or in the aggregate, have a Material Adverse Effect; and neither the Company nor the Guarantors are aware of any

pending investigation which might lead to such a claim.

(hh)          The

Company and its subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to be filed or have requested

extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect); and, except as set

forth in the Pricing Disclosure Package and the Offering Memorandum, the Company and its subsidiaries have paid all taxes (including

any assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or penalties currently

being contested in good faith or as would not, singly or in the aggregate, result in a Material Adverse Effect.

(ii)            None

of the Company, the Guarantors or any of their respective subsidiaries is required, and upon the issuance and sale of the Notes as contemplated

herein and the application of the proceeds therefrom as described under “Use of Proceeds” in each of the Pricing Disclosure

Package and the Offering Memorandum, and will not be required, to register as an “investment company” under the Investment

Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

(jj)            Neither

the Company nor any affiliate of the Company has taken, nor will the Company or any such affiliate take, directly or indirectly, any

action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the

price of any security of the Company or the Guarantors in connection with the offering of the Notes.

(kk)          Neither

the Company nor any of its subsidiaries, nor, any director or officer, or to the knowledge of the Company and the Guarantors, any agent,

employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, has in the course

of its actions for, or on behalf of, the Company or any of its subsidiaries: (i) used any corporate funds for any unlawful contribution,

gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment

to any foreign or domestic government official, “foreign official” as defined in the U.S. Foreign Corrupt Practices Act of

1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or employee of a

government or state-owned or -controlled entity from corporate funds; (iii) violated or is in violation of any provision of the

FCPA, U.K. Bribery Act 2010, as amended, or any other applicable anti-bribery statute or regulation; or (iv) made any bribe, rebate,

payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee. The

Company and its subsidiaries and affiliates have instituted, maintain and enforce, and will continue to maintain and enforce policies

and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company

nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise

to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption

or anti-bribery laws.

(ll)            The

operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes

of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,

administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action,

suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of

its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company and the Guarantors, threatened.

(mm)        Neither

the Company nor any of its subsidiaries nor, any director or officer, or to the knowledge of the Company and the Guarantors, any agent,

employee or affiliate of the Company or any of its subsidiaries is (i) currently subject to or the target of any sanctions administered

or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, the United Nations

Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”);

or (ii) located, organized, or resident in any country or territory that is the subject of Sanctions (including, without limitation,

the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-Ukrainian government controlled

areas of the Zaporizhzhia and Kherson regions of Ukraine, or any other Covered Region of Ukraine identified pursuant to Executive Order

14065, the Crimea region of Ukraine, Cuba, Iran, and North Korea). The Company will not directly or indirectly use the proceeds

of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person

or entity, for the purpose of financing or facilitating the activities of any person or entity, or in any country or territory, that

at the time of such financing or facilitation is the subject or target of Sanctions. The Company, the Guarantors and its subsidiaries

have not to their knowledge engaged in since April 24, 2019, are not now to their knowledge engaged in, and will not engage in,

any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction,

is or was the subject or target of Sanctions.

(nn)          No

labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company or any Guarantor,

is imminent, which could, singly or in the aggregate, result in a Material Adverse Effect.

(oo)          None

of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Notes),

will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without

limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.

(pp)          The

Company and its subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and

in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance insuring the Company

or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; and

neither the Company, nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage

as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at

a cost that would not have a Material Adverse Effect, except as set forth in or contemplated in the Pricing Disclosure Package and the

Offering Memorandum.

(qq)          The

Company has not taken any action or omitted to take any action (such as issuing any press release relating to any Notes without an appropriate

legend) which may result in the loss by any of the Initial Purchasers of the ability to rely on any stabilization safe harbor provided

by the Financial Services Authority under the Financial Services and Markets Act 2000 (the “FSMA”).

(rr)            No

subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any

other distribution on such subsidiary’s capital stock or other ownership interests, from repaying to the Company any loans or advances

to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other

subsidiary of the Company, except as described in the Pricing Disclosure Package and the Offering Memorandum.

(ss)          Any

third-party statistical and market-related data included or incorporated by reference in the Pricing Disclosure Package and the Offering

Memorandum are based on or derived from sources that the Company believes to be reliable and accurate and, to the extent required, the

Company has obtained the written consent to the use of such data from such sources.

(tt)            There

are no persons with registration rights or other similar rights to have any securities registered for sale or sold by the Company under

the Securities Act pursuant to this Agreement, other than those rights that have been disclosed in the Pricing Disclosure Package and

the Offering Memorandum and have been waived.

(uu)          Each

of the Company and the Guarantors is, and immediately after the Closing Date will be, Solvent. As used in this paragraph, the term “Solvent”

means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of

the assets of the Company and the Guarantors is not less than the total amount required to pay the probable liabilities of the Company

and the Guarantors on their total existing debts and liabilities (including contingent liabilities) as they become absolute and matured,

(ii) each of the Company and the Guarantors is able to realize upon its assets and pay its debts and other liabilities, contingent

obligations and commitments as they mature and become due in the normal course of business, (iii) assuming the sale of the Notes

as contemplated by this Agreement, the Pricing Disclosure Package and the Offering Memorandum, the Company and the Guarantors are not

incurring debts or liabilities beyond their ability to pay as such debts and liabilities mature, (iv) the Company and the Guarantors

are not engaged in, or about to engage in, any business or transaction, and are not about to engage in any business or transaction, for

which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry

in which the Company is engaged, and (v) neither the Company nor any Guarantor is a defendant in any civil action that would result

in a judgment that the Company or such Guarantor is or would become unable to satisfy. In computing the amount of such contingent liabilities

at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances

existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

(vv)          Neither

the Company nor any of its subsidiaries are a party to any contract, agreement or understanding with any person (other than as contemplated

by this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Initial Purchasers for

a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Notes.

(ww)         The

statements set forth in each of the Pricing Disclosure Package and the Offering Memorandum under the caption “Description of Notes,”

insofar as they purport to constitute a summary of the terms of the Notes and the Guarantees and under the captions “Certain U.S.

Federal Income Tax Considerations,” “Description of Other Indebtedness,” and “Plan of Distribution”, insofar

as they purport to summarize the provisions of the laws and documents referred to therein, are accurate summaries in all material respects.

(xx)            (i) There

has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its

subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information

of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company

and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment

or technology (collectively, “IT Systems and Data”) except as would not, individually or in the aggregate,

have a Material Adverse Effect; (ii) neither the Company nor its subsidiaries have been notified of, and have no knowledge of any

event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their

IT Systems and Data except as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company

and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect

the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards

and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance

with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental

or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and

to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.

(yy)      No

forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included

or incorporated by reference in any of the Pricing Disclosure Package, the Offering Memorandum or any “road show” (as defined

in Rule 433 under the Securities Act) has been made or reaffirmed without a reasonable basis or has been disclosed other than in

good faith.

Any certificate signed by any

officer of the Company or a Guarantor and delivered to the Representative or counsel for the Initial Purchasers in connection with the

offering of the Notes shall be deemed a representation and warranty by the Company or such Guarantor, jointly and severally, as to matters

covered thereby, to each Initial Purchaser.

3.             Purchase

of the Notes by the Initial Purchasers, Agreements to Sell, Purchase and Resell.

(a)            The

Company and the Guarantors, jointly and severally, hereby agree, on the basis of the representations, warranties, covenants and agreements

of the Initial Purchasers contained herein and subject to all the terms and conditions set forth herein, to issue and sell to the Initial

Purchasers and, upon the basis of the representations, warranties and agreements of the Company and the Guarantors herein contained and

subject to all the terms and conditions set forth herein, each Initial Purchaser agrees, severally and not jointly, to purchase from

the Company, at a purchase price of 96.42% of the principal amount thereof, plus accrued interest from the Closing Date to the date of

payment, if any, the total principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto. The

Company and the Guarantors shall not be obligated to deliver any of the securities to be delivered hereunder except upon payment for

all of the securities to be purchased as provided herein.

(b)            Each

of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Company that it will offer the Notes for sale

upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package. Each of the Initial Purchasers, severally

and not jointly, hereby represents and warrants to, and agrees with, the Company and the Guarantors, on the basis of the representations,

warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: (i) is a QIB with such knowledge and experience

in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Notes; (ii) in

connection with the Exempt Resales, will solicit offers to buy the Notes only from, and will offer to sell the Notes only to, the Eligible

Purchasers in accordance with this Agreement and on the terms contemplated by the Pricing Disclosure Package; and (iii) will not

engage in any directed selling efforts within the meaning of Rule 902 under the Securities Act, in connection with the offering

of the Notes. The Initial Purchasers have advised the Company that they will offer the Notes to Eligible Purchasers at a price initially

equal to 97.67% of the principal amount thereof, plus accrued interest, if any, from the date of issuance of the Notes. Such price may

be changed by the Initial Purchasers at any time without notice.

Initial Purchasers have not, and prior to the later of (A) the Closing Date and (B) completion of the distribution of the Notes,

will not, use, authorize use of, refer to or distribute any material in connection with the offering and sale of the Notes other than

(i) the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, (ii) any written communication

that contains either (x) no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) or

(y) “issuer information” that was included (including through incorporation by reference) in the Preliminary Offering

Memorandum or any Free Writing Offering Document listed on Schedule IV hereto, (iii) the Free Writing Offering Documents listed

on Schedule IV hereto, (iv) any written communication prepared by such Initial Purchaser and approved by the Company in writing,

or (v) any written communication relating to, or that contains the preliminary or final terms of, the Notes or their offering and/or

other information that was included (including through incorporation by reference) in the Preliminary Offering Memorandum, the Pricing

Disclosure Package or the Offering Memorandum.

Each of the Initial Purchasers

understands that the Company and the Guarantors and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant

to Sections 7(c) and 7(d) hereof, counsel to the Company and the Guarantors and counsel to the Initial Purchasers, will rely

upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to

such reliance.

4.             Delivery

of the Notes and Payment Therefor. Delivery to the Initial Purchasers of and payment for the Notes shall be made at the office of

Latham & Watkins LLP, at 9:00 A.M., New York City time, on the Closing Date. The place of closing for the sale of the Notes

and the Closing Date may be varied by agreement between the Initial Purchasers and the Company.

The Notes will be delivered

to the Initial Purchasers, or the Trustee as custodian for The Depository Trust Company (“DTC”), against payment

by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing

DTC to credit the Notes to the account of the Initial Purchasers at DTC. The Notes will be evidenced by one or more global securities

in definitive form (the “Global Notes”) and will be registered in the name of Cede & Co. as nominee

of DTC. The Notes to be delivered to the Initial Purchasers shall be made available to the Initial Purchasers in New York City for inspection

and packaging on the business day next preceding the Closing Date.

5.             Agreements

of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, agree with each of the Initial Purchasers

as follows:

(a)            The

Company and the Guarantors will furnish to the Initial Purchasers, without charge, within one business day of the date of the Offering

Memorandum, such number of copies of the Offering Memorandum as may then be amended or supplemented as they may reasonably request.

(b)            The

Company and the Guarantors will prepare the Offering Memorandum in a form approved by the Initial Purchasers and will not make any amendment

or supplement to the Pricing Disclosure Package or to the Offering Memorandum of which the Initial Purchasers shall not previously have

been advised or to which they shall reasonably object after being so advised.

Company and each of the Guarantors consents to the use of the Pricing Disclosure Package and the Offering Memorandum in accordance with

the securities or Blue Sky laws of the jurisdictions in which the Notes are offered by the Initial Purchasers and by all dealers to whom

Notes may be sold, in connection with the offering and sale of the Notes.

(d)            If,

at any time prior to completion of the distribution of the Notes by the Initial Purchasers to Eligible Purchasers, any event occurs or

information becomes known that, in the judgment of the Company or any of the Guarantors or in the opinion of counsel for the Initial

Purchasers, should be set forth in the Pricing Disclosure Package or the Offering Memorandum so that the Pricing Disclosure Package or

the Offering Memorandum, as then amended or supplemented, does not include any untrue statement of material fact or omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,

or if it is necessary to supplement or amend the Pricing Disclosure Package or the Offering Memorandum in order to comply with any law,

the Company and the Guarantors will forthwith prepare an appropriate supplement or amendment thereto, and will expeditiously furnish

to the Initial Purchasers and dealers a reasonable number of copies thereof.

(e)            None

of the Company nor any Guarantor will make any offer to sell or solicitation of an offer to buy the Notes that would constitute a Free

Writing Offering Document without the prior consent of the Representative, which consent shall not be unreasonably withheld or delayed.

If at any time following issuance of a Free Writing Offering Document any event occurred or occurs as a result of which such Free Writing

Offering Document conflicts with the information in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering

Memorandum or, when taken together with the information in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the

Offering Memorandum, includes an untrue statement of a material fact or omits to state any material fact necessary in order to make the

statements therein, in the light of the circumstances then prevailing, not misleading, as promptly as practicable after becoming aware

thereof, the Company will give notice thereof to the Initial Purchasers through the Representative and, if requested by the Representative,

will prepare and furnish without charge to each Initial Purchaser a Free Writing Offering Document or other document which will correct

such conflict, statement or omission.

(f)             The

Company and each of the Guarantors will promptly take such actions as the Initial Purchasers may, from time to time, reasonably request

to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may

request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long

as may be necessary to complete the distribution of the Notes; provided that in connection therewith the Company shall not be

required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify,

(ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction

in which it would not otherwise be subject.

(g)            For

a period commencing on the date hereof and ending on the 90th day after the date of the Offering Memorandum, the Company and

the Guarantors agree not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction

or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt

securities of the Company or the Guarantors substantially similar to the Notes or securities convertible into or exchangeable for such

debt securities of the Company or the Guarantors, or sell or grant options, rights or warrants with respect to such debt securities of

the Company or the Guarantors or securities convertible into or exchangeable for such debt securities of the Company and the Guarantors,

(ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits

or risks of ownership of such debt securities of the Company or the Guarantors, whether any such transaction described in clause (i) or

(ii) above is to be settled by delivery of debt securities of the Company or the Guarantors or other securities, in cash or otherwise,

(iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of debt securities

of the Company or the Guarantors substantially similar to the Notes or securities convertible, exercisable or exchangeable into debt

securities of the Company or the Guarantors, or (iv) publicly announce an offering of any debt securities of the Company or the

Guarantors substantially similar to the Notes or securities convertible or exchangeable into such debt securities, in each case without

the prior written consent of Barclays, on behalf of the Initial Purchasers. For the avoidance of doubt, nothing contained in this Section 5(g) shall

prohibit or in any way restrict, or be deemed to prohibit or in any way restrict, the issuance of the Notes pursuant to this Agreement

or the issuance of any Additional Notes of the same series in accordance with the terms of the Indenture.

(h)            So

long as any of the Notes are outstanding, the Company and the Guarantors will, at their expense, furnish to the Initial Purchasers, and,

upon request, furnish to the holders of the Notes and prospective purchasers of the Notes, the information required by Rule 144A(d)(4) under

the Securities Act (if any).

(i)             The

Company and the Guarantors will apply the net proceeds from the sale of the Notes to be sold by it hereunder substantially in accordance

with the description set forth in the Pricing Disclosure Package and the Offering Memorandum under the caption “Use of Proceeds.”

(j)             The

Company, the Guarantors and their respective affiliates will not take, directly or indirectly, any action designed to or that has constituted

or that reasonably could be expected to cause or result in the stabilization or manipulation of the price of any security of the Company

or the Guarantors in connection with the offering of the Notes.

(k)            The

Company and the Guarantors will use their best efforts to permit the Notes to be eligible for clearance and settlement through DTC.

(l)             Each

of the Company and the Guarantors will not, and will not permit any of their respective affiliates (as defined in Rule 144 under

the Securities Act) to, resell any of the Notes that have been acquired by any of them, except for Notes purchased by the Company, the

Guarantors or any of their respective affiliates and resold in a transaction registered under the Securities Act.

(m)           The

Company and the Guarantors agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in the Securities Act) that would be integrated with the sale of the Notes in a manner that would require the registration

under the Securities Act of the sale to the Initial Purchasers or the Eligible Purchasers of the Notes.

(n)            In

connection with any offer or sale of the Notes, the Company and the Guarantors will not engage, and will cause their respective affiliates

and any person acting on their behalf (other than, in any case, the Initial Purchasers and any of their affiliates, as to whom the Company

and the Guarantors make no covenant) not to engage (i) in any form of general solicitation or general advertising within the meaning

of Regulation D or any public offering within the meaning of Section 4(a)(2) of the Securities Act in connection with any offer

or sale of the Notes and/or (ii) in any directed selling effort with respect to the Notes within the meaning of Regulation S under

the Securities Act, and to comply with the offering restrictions requirement of Regulation S of the Securities Act.

(o)            The

Company and the Guarantors agree to comply with all agreements set forth in the representation letters of the Company and the Guarantors

to DTC relating to the approval of the Notes by DTC for “book entry” transfer.

(p)            The

Company and the Guarantors will take all actions that are (i) required or necessary to be performed by them under this Agreement

prior to the Closing Date, and (ii) required or necessary to satisfy all conditions precedent to the Initial Purchasers’ obligations

hereunder to purchase the Notes.

6.             Expenses.

Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Guarantors,

jointly and severally, agree, to pay all expenses, costs, fees and taxes incident to and in connection with: (a) the preparation,

printing and distribution of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum and all

amendments and supplements thereto (including the fees, disbursements and expenses of the Company’s and the Guarantors’ accountants

and counsel, but not, however, legal fees and expenses of the Initial Purchasers’ counsel incurred in connection therewith); (b) the

preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Indenture

and all Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection

therewith and with the Exempt Resales (but not, however, legal fees and expenses of the Initial Purchasers’ counsel incurred in

connection with any of the foregoing other than fees of such counsel plus reasonable disbursements incurred in connection with the preparation,

printing and delivery of such Blue Sky memoranda); (c) the issuance and delivery by the Company of the Notes, the issuance and delivery

by the Guarantors of the Guarantees and any taxes payable in connection therewith; (d) the qualification of the Notes for offer

and sale under the securities or Blue Sky laws of the several states and any foreign jurisdictions as the Initial Purchasers may designate

(including, without limitation, the reasonable fees and disbursements of the Initial Purchasers’ counsel relating to such registration

or qualification); (e) the furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and

the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt

Resales; (f) the preparation of certificates for the Notes (including, without limitation, printing and engraving thereof); (g) the

approval of the Notes by DTC for “book-entry” transfer (including fees and expenses of counsel for the Initial Purchasers);

(h) the rating of the Notes; (i) the obligations of the Trustee, any agent of the Trustee, and the counsel for the Trustee

in connection with the Indenture, the Notes and the Guarantees; (j) the performance by the Company and the Guarantors of their other

obligations under this Agreement; and (k) all travel expenses (including expenses related to chartered aircraft) of each Initial

Purchaser and the Company’s officers and employees and any other expenses of each Initial Purchaser and the Company in connection

with attending or hosting meetings with prospective purchasers of the Notes, and expenses associated with any electronic road show.

7.             Conditions

to Initial Purchasers’ Obligations. The respective obligations of the Initial Purchasers hereunder are subject to the accuracy,

when made and on and as of the Closing Date, of the representations and warranties of the Company and the Guarantors contained herein,

to the performance by the Company and the Guarantors of their respective obligations hereunder, and to each of the following additional

terms and conditions:

(a)            The

Initial Purchasers shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Pricing Disclosure

Package, any Free Writing Offering Document, the Investor Education Materials or the Offering Memorandum, or any amendment or supplement

thereto, contains an untrue statement of a fact which, in the opinion of Latham & Watkins LLP, counsel to the Initial Purchasers,

is material or omits to state a fact which, in the opinion of such counsel, is material and is necessary in order to make the statements

therein, in the light of the circumstances then prevailing, not misleading.

(b)            All

corporate or other proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Notes,

the Guarantees, the Indenture, the Pricing Disclosure Package and the Offering Memorandum, and all other legal matters relating to this

Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Initial

Purchasers, and the Company and the Guarantors shall have furnished to such counsel all documents and information that they may reasonably

request to enable them to pass upon such matters.

of Dechert LLP and Ice Miller LLP shall have furnished to the Initial Purchasers their written opinions and Dechert LLP shall have furnished

to the Initial Purchasers their negative assurance letter, as counsel to the Company and the applicable Guarantors, addressed to the

Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(d)            The

Initial Purchasers shall have received from Latham & Watkins LLP, counsel for the Initial Purchasers, such opinion or opinions

and negative assurance letter, dated the Closing Date, with respect to the issuance and sale of the Notes, the Pricing Disclosure Package,

the Offering Memorandum and other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished

to such counsel such documents and information as such counsel reasonably requests for the purpose of enabling them to pass upon such

matters.

(e)            At

the time of execution of this Agreement, the Initial Purchasers shall have received from KPMG LLP and SyCip Gorres Velayo &

Co. letters, in form and substance satisfactory to the Initial Purchasers, addressed to the Initial Purchasers and dated the date hereof

(i) confirming that they are independent public accountants with respect to the Company and its subsidiaries and the College Inn

and Kitchen Basics Business, as applicable, within the meaning of the Securities Act and the applicable rules and regulations adopted

by the Commission and the Public Company Accounting Oversight Board and they are in compliance with the applicable requirements relating

to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date hereof

(or, with respect to matters involving changes or developments since the respective dates as of which specified financial information

is given in the Pricing Disclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings

of such firms with respect to the financial information and (iii) covering such other matters as are ordinarily covered by accountants’

“comfort letters” to underwriters in connection with registered public offerings.

(f)             With

respect to the letters of KPMG LLP and SyCip Gorres Velayo & Co. referred to in the preceding paragraph and delivered to the

Initial Purchasers concurrently with the execution of this Agreement (the “initial letter”), the Company shall

have furnished to the Initial Purchasers a “bring-down letter” of such accountants, addressed to the Initial Purchasers and

dated the Closing Date (i) confirming that they are independent public accountants with respect to the Company and its subsidiaries

within the meaning of the Securities Act and the applicable rules and regulations adopted by the Commission and the Public Company

Accounting Oversight Board and are in compliance with the applicable requirements relating to the qualification of accountants under

Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the Closing Date (or, with respect to matters involving

changes or developments since the respective dates as of which specified financial information is given in each of the Pricing Disclosure

Package or the Offering Memorandum, as of a date not more than three days prior to the date of the Closing Date), the conclusions and

findings of such firm with respect to the financial information and other matters covered by the initial letter, and (iii) confirming

in all material respects the conclusions and findings set forth in the initial letter.

(g)            Except

as described in the Pricing Disclosure Package and the Offering Memorandum (exclusive of any amendment or supplement thereto), (i) neither

the Company, any Guarantor nor any of their respective subsidiaries shall have sustained, since the date of the latest audited financial

statements included or incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum, any change, or any development

or event involving a prospective change, in the condition, financial or otherwise, results of operations, business, properties or prospects

of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) since

such date, there shall not have been any dividend or distribution of any kind declared, paid or made by the Company on any class of its

capital stock or change in the capital stock or other equity interests, short-term indebtedness, long-term indebtedness, net current

assets or net assets of the Company, any Guarantor or any of their respective subsidiaries, taken as a whole, the effect of which, in

any such case described in clause (i) or (ii), is, individually or in the aggregate, in the judgment of Barclays, so material and

adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Notes being delivered on

the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package and the Offering Memorandum.

(h)            The

Company and each Guarantor shall have furnished or caused to be furnished to the Initial Purchasers dated as of the Closing Date a certificate

of the Chief Executive Officer and Chief Financial Officer of the Company and each Guarantor, or other officers satisfactory to the Initial

Purchasers, as to such matters as the Representative may reasonably request, including, without limitation, a statement:

(i)             That

the representations, warranties and agreements of the Company and the Guarantors in Section 2 are true and correct on and as of

the Closing Date, and that each of the Company and the Guarantors has complied with all its agreements contained herein and satisfied

all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date;

(ii)            That

they have examined the Pricing Disclosure Package and the Offering Memorandum, and that in their opinion, (A) the Pricing Disclosure

Package, as of the Applicable Time, and the Offering Memorandum, as of its date and as of the Closing Date, did not and do not contain

any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading and (B) since the date of the Pricing Disclosure Package and the Offering

Memorandum, no event has occurred which should have been set forth in a supplement or amendment to the Pricing Disclosure Package and

the Offering Memorandum; and

(iii)            To

the effect of Section 7(g) (provided that no representation with respect to the judgment of the Representative need

be made) and Section 7(i).

(i)             Subsequent

to the earlier of the Applicable Time and the execution and delivery of this Agreement there shall not have occurred any of the following:

(i) a downgrade in the rating accorded the Company’s securities by any “nationally recognized statistical rating organization,”

as that term is used by the Commission in Section 15E under the Exchange Act, or (ii) a public announcement by such organization

that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities.

(j)             The

Notes shall be eligible for clearance and settlement through DTC.

(k)            The

Company, the Guarantors and the Trustee shall have executed and delivered the Indenture, and the Initial Purchasers shall have received

an original copy thereof, duly executed by the Company, the Guarantors and the Trustee.

(l)            Subsequent

to the earlier of the Applicable Time and the execution and delivery of this Agreement there shall not have occurred any of the following:

(i) (A) trading in securities generally on any securities exchange that has registered with the Commission under Section 6

of the Exchange Act (including the New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital

Market), or (B) trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended

or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been

established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority

having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities,

(iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the

United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have

occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result

of pandemics or terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the

United States shall be such), or any other calamity or crisis, either within or outside the United States, in each case, as to make it,

in the judgment of the Representative, impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes being

delivered on the Closing Date on the terms and in the manner contemplated in the Offering Memorandum or that, in the judgment of the

Representative, could materially and adversely affect the financial markets or the markets for the Notes and other debt securities.

(m)           On

or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Initial Purchasers such further certificates

and documents as the Initial Purchasers may reasonably request.

All opinions, letters, evidence

and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if

they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.

8.             Indemnification

and Contribution.

(a)            The

Company and each Guarantor, hereby agree, jointly and severally, to indemnify and hold harmless each Initial Purchaser, its affiliates,

directors, officers and employees and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of

the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or

any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and

sales of Notes), to which that Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under

the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any

untrue statement or alleged untrue statement of a material fact contained in any (A) Free Writing Offering Document, the Investor

Education Materials, the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum or in any amendment

or supplement thereto, (B) Blue Sky application or other document prepared or executed by the Company or any Guarantor (or based

upon any written information furnished by the Company or any Guarantor) specifically for the purpose of qualifying any or all of the

Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called

a “Blue Sky Application”), or (C) materials or information provided to investors by, or with the approval

of, the Company or any Guarantor in connection with the marketing of the offering of the Notes (“Marketing Materials”),

including any road show or investor presentations made to investors by the Company (whether in person or electronically), or (ii) the

omission or alleged omission to state in any Free Writing Offering Document, the Investor Education Materials, the Preliminary Offering

Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or in any amendment or supplement thereto, or in any Blue Sky

Application or in any Marketing Materials, any material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading, and shall reimburse each Initial Purchaser and each such affiliate, director, officer, employee

or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Initial Purchaser, affiliate,

director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such

loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Guarantors

shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based

upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Memorandum, the

Pricing Disclosure Package or Offering Memorandum, or in any such amendment or supplement thereto, or in any Blue Sky Application or

in any Marketing Materials, in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to

the Company through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information

consists solely of the information specified in Section 8(e). The foregoing indemnity agreement is in addition to any liability

that the Company or the Guarantors may otherwise have to any Initial Purchaser or to any affiliate, director, officer, employee or controlling

person of that Initial Purchaser.

(b)            Each

Initial Purchaser, severally and not jointly, hereby agrees to indemnify and hold harmless the Company, each Guarantor, their respective

officers and employees, each of their respective directors, and each person, if any, who controls the Company or any Guarantor within

the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage

or liability, joint or several, or any action in respect thereof, to which the Company, any Guarantor or any such director, officer,

employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability

or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in

any (A) Free Writing Offering Document, Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum

or in any amendment or supplement thereto, (B) Blue Sky Application, or (C) Marketing Materials, or (ii) the omission

or alleged omission to state in any Free Writing Offering Document, Preliminary Offering Memorandum, the Pricing Disclosure Package or

the Offering Memorandum, or in any amendment or supplement thereto, or in any Blue Sky Application or in any Marketing Materials any

material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,

but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in

reliance upon and in conformity with written information concerning such Initial Purchaser furnished to the Company through the Representative

by or on behalf of that Initial Purchaser specifically for inclusion therein, which information is limited to the information set forth

in Section 8(e). The foregoing indemnity agreement is in addition to any liability that any Initial Purchaser may otherwise have

to the Company, any Guarantor or any such director, officer, employee or controlling person.

after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified

party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying

party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying

party shall not relieve it from any liability that it may have under paragraphs (a) or (b) above except to the extent it has

been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure and; provided, further,

that the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to an

indemnified party otherwise than under paragraphs (a) or (b) above. If any such claim or action shall be brought against an

indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein

and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel

reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to

assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8

for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable

costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent

jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling

persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Section 8,

if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed

within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its

directors, officers, employees and controlling persons (and in the case of the Initial Purchasers, their affiliates) shall have reasonably

concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnified

party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or

their respective directors, officers, employees or controlling persons (and in the case of the Initial Purchasers, their affiliates),

on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would

be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate

counsel shall be paid by the indemnifying party. No indemnifying party shall (x) without the prior written consent of the indemnified

parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect

to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder

(whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or

consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding

and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified

party, or (y) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably

withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action,

the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of

such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying

party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(a) or (b) hereof,

the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such

settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying

party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s

entitlement to such reimbursement prior to the date of such settlement.

(d)            If

the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified

party under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability, or any action in respect thereof,

referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid

or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in

such proportion as shall be appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand,

and the Initial Purchasers, on the other hand, from the offering of the Notes, or (ii) if the allocation provided by clause (i) above

is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause

(i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other

hand, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof,

as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors, on the one

hand, and the Initial Purchasers, on the other hand, with respect to such offering shall be deemed to be in the same proportion as the

total net proceeds from the offering of the Notes purchased under this Agreement (before deducting expenses) received by the Company

and the Guarantors, on the one hand, and the total discounts and commissions received by the Initial Purchasers with respect to the Notes

purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Notes under this Agreement

as set forth on the cover page of the Offering Memorandum. The relative fault shall be determined by reference to whether the untrue

or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied

by the Company, the Guarantors, or the Initial Purchasers, the intent of the parties and their relative knowledge, access to information

and opportunity to correct or prevent such statement or omission. For purposes of the preceding two sentences, the net proceeds deemed

to be received by the Company shall be deemed to be also for the benefit of the Guarantors, and information supplied by the Company shall

also be deemed to have been supplied by the Guarantors. The Company, the Guarantors, and the Initial Purchasers agree that it would not

be just and equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation (even if

the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account

the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage

or liability, or action in respect thereof, referred to above in this Section 8(d) shall be deemed to include, for purposes

of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating

or defending any such action or claim. Notwithstanding the provisions of this Section 8(d), no Initial Purchaser shall be required

to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchaser with

respect to the offering of the Notes exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay

by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute as provided in this Section 8(d) are

several in proportion to their respective purchase obligations and not joint.

(e)            The

Initial Purchasers severally confirm and the Company and the Guarantors acknowledge and agree that the statements with respect to the

offering of the Notes by the Initial Purchasers set forth in the first through fifth sentence of the seventh paragraph (concerning short

sales, stabilizing transactions and purchases to cover positions created by short sales) and in the third sentence of the eleventh paragraph

(concerning market-making activities) of the section entitled “Plan of Distribution” in the Pricing Disclosure Package and

the Offering Memorandum are correct and constitute the only information concerning such Initial Purchasers furnished in writing to the

Company or any Guarantor by or on behalf of the Initial Purchasers specifically for inclusion in the Preliminary Offering Memorandum,

the Pricing Disclosure Package and the Offering Memorandum, in any amendment or supplement thereto, or in any Blue Sky Application or

Marketing Materials.

9.             Defaulting

Initial Purchasers.

(a)            If,

on the Closing Date, any Initial Purchaser defaults on its obligations to purchase the Notes that it has agreed to purchase under this

Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting

Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any

such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the

Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial

Purchasers to purchase the Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial

Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial

Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone

the Closing Date for up to seven full business days in order to effect any changes that, in the opinion of counsel for the Company or

counsel for the Initial Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document

or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering

Memorandum that effects any such changes. For all purposes in this Agreement, unless the context requires otherwise, the term “Initial

Purchaser” includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting

Initial Purchaser agreed, but subsequently failed, to purchase.

(b)            If,

after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the

non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes

that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have

the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed

to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial

Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements

have not been made; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase more

than 110% of the aggregate principal amount of Notes that they agreed to purchase on the Closing Date pursuant to the terms of Section 3.

after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the

non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes

that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise

the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting

Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company

or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth

in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.

(d)            Nothing

contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting

Initial Purchaser for damages caused by such Initial Purchaser’s default.

10.           Termination.

The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the

Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), (i) or

(l) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement.

11.           Reimbursement

of Initial Purchasers’ Expenses. If (a) the Company for any reason fails to tender the Notes for delivery to the Initial

Purchasers, or (b) the Initial Purchasers decline to purchase the Notes for any reason permitted under this Agreement, the Company

and the Guarantors shall reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and disbursements

of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase

of the Notes, and upon demand the Company and the Guarantors shall pay the full amount thereof to the Initial Purchasers. If this Agreement

is terminated pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Company and the Guarantors shall

not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses.

12.           Notices, etc.

All statements, requests, notices and agreements hereunder shall be in writing, and:

(a)            if

to any Initial Purchasers, shall be sent by hand delivery, mail, or overnight courier to:

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Attention: Syndicate Registration

with a copy to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attention: Peter M. Labonski and Keith L. Halverstam

and with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation:

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Attention: Office of the General Counsel

(b)            if

to the Company or any Guarantor, shall be sent by mail, telex, overnight courier or facsimile transmission to:

B&G Foods, Inc.

8 Sylvan Way

Parsippany, NJ 07054

Attention: Scott E. Lerner, Executive

Vice President, General Counsel and Secretary

with a copy to:

Dechert LLP

Circa Centre, 2929 Arch Street

Philadelphia, PA 19104

Attention: Stephen M. Leitzell

Any

such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act

and rely upon any request, consent, notice or agreement given or made on behalf of the Initial Purchasers by Barclays Capital Inc.

13.           Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Initial Purchasers, the Company,

the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those

persons, except that the representations, warranties, indemnities and agreements of the Company and the Guarantors contained in this

Agreement shall also be deemed to be for the benefit of affiliates, directors, officers and employees of the Initial Purchasers and each

person or persons, if any, controlling any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20

of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred

to in this Section 13, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained

herein.

14.           Survival.

The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and the

Initial Purchasers contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive

the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any termination of this Agreement

or any investigation made by or on behalf of any of them or any person controlling any of them.

15.           Definition

of the Terms “Business Day”, “Affiliate”, and “Subsidiary”. For purposes of this Agreement, (a) “business

day” means any day on which the New York Stock Exchange, Inc. is open for trading, and (b) “affiliate” and

“subsidiary” have the meanings set forth in Rule 405 under the Securities Act.

16.           Governing

Law & Venue. This Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute

arising under or related to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York

without regard to conflict of laws principles that would result in the application of any other law than the laws of the State of New

York (other than Section 5-1401 of the General Obligations Law). The Company, each of the Guarantors and each of the Initial

Purchasers agree that any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby

may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection that such

party may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction

of such courts in any suit, action or proceeding.

17.           Compliance

with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including

the Company, which information may include the name and address of their respective clients, as well as other information that will allow

the Initial Purchasers to properly identify their respective clients.

18.           Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any of the Initial Purchasers that are a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution

Regime, the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will

be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any

such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)            In

the event that any of the Initial Purchasers that are a Covered Entity or a BHC Act Affiliate of such Initial Purchaser becomes subject

to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Initial

Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution

Regime if this Agreement were governed by the laws of the United States or a state of the United States.

the purposes of this Section 18, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate”

in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,

as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations

promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated

thereunder.

19.           Waiver

of Jury Trial. The Company, the Guarantors, and each of the Initial Purchasers hereby irrevocably waives, to the fullest extent permitted

by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions

contemplated hereby.

20.           No

Fiduciary Duty. The Company and the Guarantors acknowledge and agree that in connection with this offering, or any other services

the Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise,

between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchasers: (a) no

fiduciary or agency relationship exists between the Company, any Guarantor and any other person, on the one hand, and the Initial Purchasers,

on the other hand; (b) the Initial Purchasers are not acting as advisors, expert or otherwise, to the Company or the Guarantors,

including, without limitation, with respect to the determination of the purchase price of the Notes, and such relationship between the

Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, is entirely and solely commercial, based

on arms-length negotiations; (c) any duties and obligations that the Initial Purchasers may have to the Company and the Guarantors

shall be limited to those duties and obligations specifically stated herein; (d) the Initial Purchasers and their respective affiliates

may have interests that differ from those of the Company and the Guarantors; and (e) the Company and the Guarantors have consulted

their own legal and financial advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive any claims

that the Company and the Guarantors may have against the Initial Purchasers with respect to any breach of fiduciary duty in connection

with the Notes.

21.           Counterparts

and Electronic Signatures. This Agreement may be executed in one or more counterparts (which may include counterparts delivered by

any standard form of telecommunication) and, if executed in more than one counterpart, each of the executed counterparts shall each be

deemed to be an original but all such counterparts shall together constitute one and the same instrument. Delivery of an executed Agreement

by one party to any other party may be made by facsimile, electronic mail (including any electronic signature complying with the New

York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable

law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and

validly delivered and be valid and effective for all purposes.

22.           Headings.

The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation

of, this Agreement.

If the foregoing correctly

sets forth the agreement among the Company, the Guarantors, and the Initial Purchasers, please indicate your acceptance in the space

provided for that purpose below.

Very truly yours,

B&G Foods, Inc.

/s/ Bruce C. Wacha

Name:

Bruce C. Wacha

Title:

Executive Vice President of Finance and Chief Financial Officer

B&G Foods North America, Inc.

B&G Foods Snacks, Inc.

Bear Creek Country Kitchens, LLC

Clabber Girl Corporation

Spartan Foods of America, Inc.

Victoria Fine Foods, LLC

William Underwood Company

/s/ Bruce C. Wacha

Name:

Bruce C. Wacha

Title:

Executive Vice President of Finance and Chief Financial Officer

[Signature Page to Purchase Agreement]

Accepted:

Barclays Capital Inc.

For itself and on behalf of the several Initial

Purchasers listed in Schedule I hereto.

/s/ Regina Tarone

Name:

Regina Tarone

Title:

Managing Director

[Signature Page to Purchase Agreement]

Schedule

Initial Purchasers

Principal

Amount

of Notes to be

Purchased

Barclays Capital Inc.

$ 100,106,250

Deutsche Bank Securities Inc.

80,750,000

BofA Securities, Inc.

72,200,000

RBC Capital Markets, LLC

72,200,000

Goldman Sachs & Co. LLC

49,993,750

J.P. Morgan Securities LLC

38,000,000

Morgan Stanley & Co. LLC

30,875,000

Rabo Securities USA, Inc.

30,875,000

Total

$ 475,000,000

Schedule

LIST OF GUARANTORS

Delaware

B&G Foods North America, Inc.

B&G Foods Snacks, Inc.

Bear Creek Country Kitchens, LLC

Spartan Foods of America, Inc.

Victoria Fine Foods, LLC

Indiana

Clabber Girl Corporation

Massachusetts

William Underwood Company

Schedule

III

Pricing Term Sheet

Dated June 3, 2026

$475,000,000

11.00% Senior Notes due 2031

The information in this pricing term sheet supplements

the preliminary offering memorandum, dated June 1, 2026 (the “Preliminary Offering Memorandum”), and supplements and

supersedes the information in the Preliminary Offering Memorandum to the extent supplementary to or inconsistent with the information

in the Preliminary Offering Memorandum. In all other respects, this pricing term sheet is qualified in its entirety by reference to the

Preliminary Offering Memorandum and should be read together with the Preliminary Offering Memorandum. Terms used but not defined herein

shall have the respective meanings as set forth in the Preliminary Offering Memorandum.

Issuer:

B&G Foods, Inc.

Securities Title:

11.00% Senior Notes due 2031 (the “notes”)

Principal Amount:

$475,000,000

Gross Proceeds:

$463,932,500

Distribution:

144A and Regulation S (no registration rights)

Maturity Date:

June 15, 2031

Interest Rate:

11.00% per annum

Interest Payment Dates:

June 15 and December 15, commencing on December 15, 2026

Record Dates:

June 1 and December 1 of each year

Issue Price:

97.67%

Yield to Maturity:

11.625%

Spread to Treasury Benchmark:

740 basis points

Benchmark Treasury:

4.25% UST due June 30, 2031

Ratings:*

[***]

Trade Date:

June 3, 2026

Settlement Date:**

June 10, 2026 (T+5)

CUSIP Numbers:

144A: 05508W AD7

Reg. S: U07409 AE2

ISIN:

144A: US05508WAD74

Reg. S: USU07409AE25

Denominations:

$2,000 and multiples of $1,000 in excess thereof

Joint Book-Running Managers:

Barclays Capital Inc.

Deutsche Bank Securities Inc.

BofA Securities, Inc.

RBC Capital Markets, LLC

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Rabo Securities USA, Inc.

Redemption at the Issuer’s Option:

At any time prior to June 15, 2028, the Issuer may on one or more occasions redeem all or a portion of the notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium of T+50 basis points and accrued and unpaid interest up to (but not including) the redemption date, on the notes to be redeemed.

Further, at any time prior to June 15, 2028, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of notes issued under the indenture (including Additional Notes), at a redemption price equal to 111.00% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date), in an amount not to exceed the net cash proceeds of certain equity offerings of the Issuer.

On or after June 15, 2028, the Issuer may on any one or more occasions redeem all or a part of the notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to but excluding the applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year

Percentage

2028

105.500%

2029

102.750%

2030 and thereafter

100.000%

Other changes to the Preliminary Offering

Memorandum

In the section headed “Description of

Notes”, reduce the starter amount in the restricted payments builder basket under “Certain Covenants—Restricted Payments”

from $100.0 million to $75.0 million as follows:

unless, at the time of and

after giving effect to such Restricted Payment, no Default or Event of Default has occurred and is continuing or would occur as a consequence

of such Restricted Payment and if for B&G Foods’ four most recent fiscal quarters for which internal financial statements are

available (x) the Fixed Charge Coverage Ratio is not less than 1.6 to 1.0 and (y) the Consolidated Total Leverage Ratio is no greater

than 6.50 to 1.00, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by B&G Foods

and its Restricted Subsidiaries since the date of the indenture (except for Restricted Payments made pursuant to clauses (1) (so long

as such Restricted Payment was previously included for purposes of this calculation (to the extent required to be so included) at the

time of its declaration), (2), (3), (4), (6), (7), (8), (9), (10), (11) or (12) of the next succeeding paragraph), is less than the sum

of $100.0 $75.0

million and, without duplication

In the section headed “Description of

Notes”, modify the covenant titled “Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries”

to add the following sentence after the second paragraph thereof:

Notwithstanding anything to

the contrary set forth in the indenture, no Subsidiary of B&G Foods that owns Material Intellectual Property may be designated as

an Unrestricted Subsidiary.

In the section headed “Description of

Notes”, modify the definition of “Change of Control” as follows:

“Change of Control” means the occurrence

of any of the following:

(1)       the

direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a

series of related transactions, of all or substantially all of the properties or assets of B&G Foods and its Subsidiaries taken as

a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Principal

or a Related Party of a Principal Restricted Subsidiary;

(2)       the

adoption of a plan relating to the liquidation or dissolution of B&G Foods; or

(3)       the

consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person”

(as defined above), other than the Principals and their Related Parties, becomes

the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of B&G Foods, measured by voting power rather than

number of shares.

In the section headed “Description of

Notes”, modify the sentence immediately following the definition of “Permitted Investments” as follows:

Notwithstanding anything to the contrary set forth

in the indenture, B&G Foods will not and will not permit any Restricted Subsidiary to, directly or indirectly transfer, convey, sell

lease or otherwise dispose of any Material Intellectual Property to any Unrestricted Subsidiary, any Restricted

Subsidiary that is not a Guarantor or any joint venture or similar arrangement in which B&G Foods or any Restricted Subsidiary holds

less than a controlling interest (other than, in each case, with respect to non-exclusive

licenses in the ordinary course of business).

In the section headed “Description of

Notes”, modify clause (1) of the definition of “Permitted Liens” as follows:

(1)       Liens

on assets of B&G Foods or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under

Credit Facilities that were permitted by the terms of the indenture to be incurred under

clause (1) of the second paragraph of the covenant titled “—Certain Covenants— Incurrence of Indebtedness and Issuance

of Preferred Stock” and/or securing certain Hedging Obligations;

In the section headed “Summary—The

Offering”, insert the following immediately after the provision titled “Denominations”:

Original Issue Discount

The notes will be issued with original issue discount (“OID”) for

U.S. federal income tax purposes. Investors in the notes subject to U.S. federal income taxation generally will be required to include

such OID in their gross income for U.S. federal income tax purposes as it accrues, in advance of the receipt of cash payments attributable

to such income, using the constant yield method. See “Certain U.S. Federal Income Tax Considerations.”

In the section “Risk Factors—Risks

Related to the Notes”, insert the following immediately after the final paragraph of that section:

The notes will be issued with original issue

discount for U.S. federal income tax purposes.

The notes will be issued with original issue discount

(“OID”) for U.S. federal income tax purposes. Investors in the notes subject to U.S. federal income taxation generally will

be required to include such OID in their gross income for U.S. federal income tax purposes as it accrues, in advance of the receipt of

cash payments attributable to such income, using the constant yield method. See “Certain U.S. Federal Income Tax Considerations.”

In the section headed “Certain U.S. Federal

Income Tax Considerations”, modify the section titled “Consequences to U.S. Holders” as follows:

Interest. Stated interest will be includible

in a U.S. Holder’s gross income as ordinary interest income at the time such interest is received or accrued in accordance with

the U.S. Holder’s regular method of tax accounting for U.S. federal income tax purposes. The

notes are expected to be issued with less than de minimis original issue discount (“OID”). However, if the notes are issued

with more than de minimis OID, each U.S. Holder generally will be required to include OID in income (as interest) as it accrues, regardless

of its regular method of accounting for U.S. federal income tax purposes, using a constant yield method, before such U.S. Holder receives

any payment attributable to such income. The remainder of this discussion assumes that the notes are not issued with more than de minimis

OID.

Because the notes’ “stated

redemption price at maturity” (generally, the sum of all payments required under the notes other than payments of stated interest)

exceeds the issue price by more than a de minimis amount (generally, 1/4 of 1% of the stated principal amount of the notes, multiplied

by the number of complete years to maturity from their original issue date), the notes will be considered to be issued with original issue

discount (“OID”) for U.S. federal income tax purposes in an amount equal to such difference. You will be required to include

such OID in income as it accrues, in accordance with a constant yield method based on a compounding of interest before the receipt of

cash payments attributable to this income, without regard to your regular method of accounting for U.S. federal income tax purposes.

The amount of OID that you must

include in income with respect to the notes will generally equal the sum of the “daily portions” of OID with respect to the

notes for each day during the taxable year or portion of the taxable year in which you held such notes (“accrued OID”). The

daily portion is determined by allocating to each day in each “accrual period” a pro rata portion of the OID allocable to

that accrual period. The “accrual period” for the notes may be of any length and may vary in length over the term of the notes,

provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs on the first day

or the final day of an accrual period. The amount of OID allocable to any accrual period other than the final accrual period is an amount

equal to the excess, if any, of (i) the product of the note’s adjusted issue price at the beginning of such accrual period and its

yield to maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of

the accrual period) over (ii) the aggregate of all stated interest allocable to the accrual period. OID allocable to a final accrual period

is the difference between the amount payable at maturity (other than a payment of stated interest) and the adjusted issue price of the

notes at the beginning of the final accrual period. Special rules will apply for calculating OID for an initial short accrual period.

The adjusted issue price of notes at the beginning of any accrual period is equal to its issue price, increased by the accrued OID, if

any, for each prior accrual period. The yield to maturity of a note is the discount rate that, when used in computing the present value

of all principal and interest payments to be made under the note, produces an amount equal to the issue price of the note. You may elect

to treat all interest on a note as OID and calculate the amount includible in gross income under the constant yield method described above.

The election is to be made for the taxable year in which the note was acquired, and may not be revoked without the consent of the IRS.

You should consult your tax advisors about this election.

The

rules regarding OID are complex. You should consult your tax advisors regarding the application of the OID rules.

Sale, Exchange or Other Taxable Disposition.

Upon the sale, exchange or other taxable disposition (including a retirement or redemption) of a note, a U.S. Holder generally will recognize

taxable gain or loss equal to the difference, if any, between the amount realized on such disposition (other than any amount attributable

to accrued but unpaid stated interest, which will be taxable as interest to the extent not previously so taxed) and the U.S. Holder’s

adjusted tax basis in the note. A U.S. Holder’s adjusted tax basis in a note generally will be equal to the amount that the U.S.

Holder paid for the note, increased by any OID included in income with respect to such note.

Any such gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if the note has been

held for more than one year at the time of its sale, exchange or other taxable disposition. Otherwise, such gain or loss will be short-term

capital gain or loss. Non-corporate U.S. Holders (including individuals) generally will be eligible for preferential rates of U.S. federal

income tax in respect of long-term capital gains. The deductibility of capital losses is subject to limitations.

Medicare Tax. Certain U.S. Holders that

are individuals, estates or trusts will be subject to a 3.8% tax on all or a portion of their “net investment income,” which

will generally include all or a portion of their interest income (including any accrued OID) and

net gains from the disposition of the notes. Each U.S. Holder that is an individual, estate or trust is urged to consult its tax advisors

regarding the applicability of the Medicare tax to its income and gains in respect of its investment in the notes.

In the section headed “Certain U.S. Federal

Income Tax Considerations”, modify the section titled “Consequences to Non-U.S. Holders—Interest” as follows:

Interest. Subject to the discussion of backup

withholding and FATCA below, interest on a note (including any accrued OID) paid to a Non-U.S. Holder

is not subject to U.S. federal income tax, including withholding tax, provided that:

· such interest is not effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States;

· the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of

stock in the company;

· the Non-U.S. Holder is not a controlled foreign corporation that is related to the company (actually or constructively) through

stock ownership; and

· the Non-U.S. Holder satisfies certain certification requirements. A Non-U.S. Holder can satisfy these certification requirements

by providing IRS Form W-8BEN, W-8BEN-E, W-8EXP or W-8IMY (attaching any other required attachments) or any applicable successor forms.

In the event that a Non-U.S. Holder does not

meet the foregoing requirements, interest on the notes (including any accrued OID) paid to

such a Non-U.S. Holder that is not effectively connected with such Non-U.S. Holder’s conduct of a trade or business in

the United States will be subject to U.S. federal withholding tax at 30% unless reduced or exempted by an applicable income tax treaty.

Unless an applicable income tax treaty provides otherwise, interest (including any accrued OID) that

is effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by

an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such interest is

attributable) generally will be exempt from U.S. federal withholding tax provided that the Non-U.S. Holder furnishes a valid IRS

Form W-8ECI to the applicable withhold agent. Such effectively connected interest (including any accrued

OID) will be subject to U.S. federal income tax on a net income basis generally in the same manner as if it were received

by a U.S. Holder, unless an applicable income tax treaty provides otherwise. If a Non-U.S. Holder is a corporation, it may also

be subject to branch profits tax at a rate of 30% (or a reduced rate under an applicable income tax treaty) on its effectively connected

earnings and profits (subject to certain adjustments).

The certifications described above must be provided

to the applicable withholding agent prior to the payment of interest and must be updated periodically. Non-U.S. Holders that do not

timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable

income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders

should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

In the section headed “Certain U.S. Federal

Income Tax Considerations”, modify the section titled “U.S. Backup Withholding and Information Reporting” is modified

as follows:

Information reporting generally will apply to payments

of interest (including any accrued OID) on notes, and to proceeds from the sale, exchange or

other taxable disposition (including retirement or redemption) of notes, to a holder (other than an exempt recipient). Backup withholding

may be required (currently at a rate of 24%) on reportable payments if the holder fails to furnish its correct taxpayer identification

number or otherwise fails to comply with, or establish an exemption from, information reporting and backup withholding. Non-U.S. Holders

generally will be required to comply with applicable certification procedures to establish that they are not U.S. persons in order to

avoid the application of backup withholding. However, proceeds of a disposition by a Non-U.S. Holder paid outside the United States and

conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement

to the tax authorities of the country in which the Non-U.S. Holder resides or is established. Backup withholding is not an additional

tax. A holder of notes generally will be entitled to credit any amounts withheld under the backup withholding rules against its U.S. federal

income tax liability or to obtain a refund of the amounts withheld provided the required information is furnished to the IRS in a timely

manner.

In the section headed “Certain U.S. Federal

Income Tax Considerations”, modify the section titled “FATCA Withholding” is modified as follows:

Sections 1471 to 1474 of the Code and Treasury

regulations thereunder (provisions commonly referred to as “FATCA”) impose a U.S. federal withholding tax of 30% on certain

interest (including any accrued OID) payments on obligations that produce U.S. source interest

when paid to “foreign financial institutions” and certain other non-U.S. entities (regardless of whether such institutions

or entities hold the obligations as a beneficial owner or intermediary) that fail to comply with specified certification, information

reporting and withholding requirements. Because the notes will produce U.S. source interest, interest payments on the notes (including

any accrued OID) by or through certain foreign entities could become subject to withholding tax under FATCA. Holders should

consult their tax advisors on how these rules may apply to their investment in the notes. In the event any withholding under FATCA is

imposed with respect to any payments on the notes, no additional amounts will be paid to compensate for the withheld amount. Under the

applicable U.S. Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of interest (including

any accrued OID) on a note. While withholding under FATCA would have applied also to payments of gross proceeds from the sale

or other disposition of a note, proposed U.S. Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely.

Taxpayers generally may rely on these proposed U.S. Treasury Regulations until final U.S. Treasury Regulations are issued.

Changes to the section titled “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” related to the B&G Foods, Inc. Form 10-K filed on

March 3, 2026 for the year ended January 3, 2026 incorporated by reference in the Preliminary Offering Memorandum:

Net Sales by Brand

The following table sets forth net sales for each

of our brands whose net sales for fiscal 2025 or fiscal 2024 equaled or exceeded 3% of our total net sales for those periods, and for

all other brands in the aggregate (in thousands):

Fiscal

WeeksYear Ended

January 3,

December 28,

2026

2024

Brand(1):

Green Giant - Frozen(2) (3)

$ 287,399

$ 308,008

Crisco

279,112

303,178

Ortega

132,341

138,048

Clabber Girl(3)(4)

120,470

122,307

Maple Grove Farms of Vermont(5)

83,491

85,522

Cream of Wheat

75,027

77,931

Green Giant – Shelf-Stable (3) (6)

70,731

87,871

Dash

58,857

62,226

All other brands

791,990721,259

835,234747,363

Total

$ 1,828,687

$ 1,932,454

(1) Net sales for each brand includes branded net sales and, if applicable, any private label and foodservice

net sales attributable to the brand.

(2) Also includesIncludes

net sales for the Le Sueur brandGreen Giant

U.S. frozen and Green Giant Canada frozen.

(3) On

March 2, 2026, we completed the sale of the Green Giant U.S. frozen business to Seneca

Foods Corporation. On October 24, 2025, we entered into an agreement to sell our Green

Giant and Le Sieur frozen and shelf-stable product lines in Canada to Nortera

Foods Inc., which, subject to regulatory approval and customary closing conditions, is expected

to close during the second or third quarter of 2026. On August 1, 2025, we completed the

sale of the Le Sueur U.S. shelf-stable vegetable brand to McCall Farms.

(4)(3) Includes net sales for multiple brands acquired as part of the

Clabber Girl acquisition that we completed on May 15, 2019, including, among others, the Clabber Girl, Rumford,

Davis, Hearth Club and Royal brands of retail baking powder, baking soda and corn starch, and the Royal brand of

foodservice dessert mixes.

(5) Also

includes net sales for the Skinnygirl licensed brand.

(6) Includes

net sales for Green Giant Canada shelf-stable, the Le Sueur brand in the United

States and the Le Sieur brand in Canada.

* Note: A securities rating is not a recommendation

to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** The Issuer expects that delivery of the notes

will be made against payment therefor on or about June 10, 2026, which will be the fifth business day following the date of pricing of

the notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as

amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly

agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to the first business day before delivery will be required,

by virtue of the fact that the notes initially will settle T+5, to specify an alternate settlement cycle at the time of any such trade

to prevent a failed settlement. Purchasers of notes who wish to trade notes on any date prior to the first business day before delivery

should consult their own advisors.

This communication is intended for the sole

use of the person to whom it is provided by the sender. This material is confidential and is for your information only and is not intended

to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. This

communication does not constitute an offer to sell or the solicitation of an offer to buy any notes in any jurisdiction to any person

to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The notes have not been registered under the

Securities Act, or any other securities laws, and may not be offered or sold within the United States or any other jurisdiction, except

pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable

securities laws. The initial purchasers are initially offering the notes only (1) to persons reasonably believed to be qualified institutional

buyers as defined in, and in reliance on, Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in

compliance with Regulation S under the Securities Act.

ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT

MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH LEGENDS, DISCLAIMERS OR OTHER NOTICES HAVE BEEN

AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM.

SCHEDULE IV

A.            None.

B.            Free

Writing Offering Documents:

Investor Presentation, dated

June 1, 2026

C.            Investor

Education Materials dated May 18, 2026

SCHEDULE V

Subsidiaries

Name of Subsidiary

Jurisdiction

B&G Foods North America, Inc.

Delaware

B&G Foods Snacks, Inc.

Delaware

Bear Creek Country Kitchens, LLC

Delaware

Clabber Girl Corporation

Indiana

Spartan Foods of America, Inc.

Delaware

Victoria Fine Foods, LLC

Delaware

William Underwood Company

Massachusetts

B&G Foods Canada, ULC

British Columbia

B&G Foods Manufacturing Mexico, S. de R.L. de C.V.

Mexico

Sirops Maple Grove Inc.

Québec

EX-99.1 — EXHIBIT 99.1 - PRESS RELEASE DATED JUNE 3, 2026

EX-99.1

Filename: tm2616882d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

B&G Foods

Announces Pricing

of Offering of Senior Notes due 2031

PARSIPPANY, N.J., June 3, 2026 —

B&G Foods, Inc. (NYSE: BGS) announced today the pricing of an offering of $475.0 million aggregate principal amount of 11.00% senior

notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes are being issued

at a price of 97.67%. The notes will be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods. The

offering is expected to close on June 10, 2026, subject to customary closing conditions.

B&G Foods estimates that the net

proceeds from the offering will be approximately $456.3 million after deducting discounts, fees and expenses related to the offering.

B&G Foods intends to use the net proceeds of the offering, together with borrowings under B&G Foods’ revolving credit facility

and cash on hand, to redeem all $509.3 million aggregate principal amount of B&G Foods’ outstanding 5.25% senior notes

due 2027 and pay related fees and expenses.

The senior notes and related guarantees

are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on an exemption from registration

pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons in transactions outside of the United

States in reliance on Regulation S under the Securities Act. The senior notes and the related guarantees have not been and will not be

registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. Accordingly, the senior

notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from

the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction.

This press release does not constitute

a redemption notice with respect to the 5.25% senior notes due 2027 and shall not constitute an offer to sell or the solicitation of

an offer to buy the senior notes and the related guarantees, nor shall there be any sale of the senior notes and the related guarantees

in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

About B&G Foods, Inc.

Based in Parsippany, New Jersey, B&G Foods

and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada

and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G,

B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Green Giant,

Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style,

Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone.

Forward-Looking Statements

Statements in this press release

that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements

contained in this press release include, without limitation, statements related to B&G Foods’ offer of senior notes due 2031

and the use of proceeds of such senior notes offering, including the redemption of all of the 5.25% senior notes due 2027. Such forward-looking

statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods

to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements.

In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with

the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,”

“assumes,” “could,” “should,” “estimates,” “potential,” “seek,”

“predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain

and forward-looking. Factors that may affect actual results include, without limitation: B&G Foods’ substantial leverage,

which may impact B&G Foods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments

and acquisitions, and to obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests

under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio

under its credit agreement, which may be affected not only by B&G Foods’ operating performance but also by events beyond

B&G Foods’ control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects

of international trade disputes, tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales

and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and

retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of

B&G Foods’ commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact

on distribution, packaging and energy costs; B&G Foods’ ability to successfully implement sales price increases and cost saving

measures to offset any cost increases; intense competition, changes in consumer preferences, demand for B&G Foods’ products

and local economic and market conditions; B&G Foods’ continued ability to promote brand equity successfully, to anticipate

and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively

with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity;

the ability of B&G Foods and its supply chain partners to continue to operate manufacturing facilities, distribution centers and

other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions

in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on B&G Foods’ business, including

among other things, B&G Foods’ supply chain, manufacturing operations or workforce and customer and consumer demand for B&G

Foods’ products; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverse workforce

at B&G Foods’ corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing

employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated

with the possible expansion of B&G Foods’ business through acquisitions or reduction in size through divestitures; B&G

Foods’ possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods’

Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and

reduce its long-term debt, and, if completed, B&G Foods’ possible inability to achieve the expected margin improvements, cost

savings and debt reduction; B&G Foods’ possible inability to identify new acquisitions or to integrate recent or future acquisitions

or B&G Foods’ failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions,

including the College Inn and Kitchen Basics acquisition; B&G Foods’ ability to successfully complete the integration

of recent or future acquisitions into B&G Foods’ enterprise resource planning (ERP) system; tax reform and legislation, including

the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods’

ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit markets

generally and the credit ratings of B&G Foods’ competitors; unanticipated expenses, including, without limitation, litigation

or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar;

future impairments of B&G Foods’ goodwill, other intangible assets, and tangible assets, such as property, plant, equipment

or inventory, which impairments may be triggered if operating results for any of B&G Foods’ brands deteriorate at rates

in excess of its current projections, B&G Foods’ market capitalization declines or discount rates change, even if due to macroeconomic

factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; B&G

Foods’ ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or

data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiatives and achieve B&G

Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ ability to successfully adopt

and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and

other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if

product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose

confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels;

fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G

Foods’ customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers

and co-packers, including the risk that any failure by one or more of B&G Foods’ third-party suppliers or co-packers to

comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods

products or injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generally to

other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission,

including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and in its subsequent

reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak

only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement,

whether as a result of new information, future events or otherwise.

Contacts:

Investor Relations:

Media Relations:

ICR, Inc.

Anna Kate Heller

Matt Lindberg

bgfoodsIR@icrinc.com

matthew.lindberg@icrinc.com

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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