EVANSVILLE, Ind.--(BUSINESS WIRE)--Jun. 5, 2015--
Berry Plastics Group, Inc. (NYSE: BERY “Berry Group”) announced today
that Berry Plastics Corporation (the “Issuer”), Berry Group’s wholly
owned subsidiary, issued $700,000,000 in aggregate principal amount of
5.125 percent Second Priority Senior Secured Notes due 2023 pursuant to
an indenture, dated as of June 5, 2015, by and among the Issuer, the
guarantors named therein and U.S. Bank National Association, as trustee.
In addition, pursuant to a previously announced cash tender offer and
consent solicitation (the “Offer”) by the Issuer, with respect to any
and all of the Issuer’s outstanding 9.75 percent Second Priority Senior
Secured Notes due 2021 (the “Notes”) issued under an indenture dated as
of November 19, 2010 (the “Indenture”), approximately 63 percent of the
outstanding Notes had been tendered as of 5 p.m., New York City time, on
June 4, 2015, the expiration of the consent payment deadline (the
“Consent Date”). The consents received exceeded the number needed to
approve the proposed amendments (the “Proposed Amendments”) to the
Indenture and the Issuer has elected to exercise its right to accept for
early payment all of the Notes validly tendered prior to the Consent
Date. Each of the holders who validly tendered its Notes and delivered
consents prior to the Consent Date will receive the total consideration
of $1,102.50, which includes $1,072.50 as the tender offer consideration
and $30.00 as a consent payment. In addition, accrued interest up to,
but not including, the applicable payment date of the Notes will be paid
in cash on all validly tendered and accepted Notes. The Issuer currently
expects these payments will be made on June 5, 2015. The complete terms
and conditions of the tender offer and consent solicitation for the
Notes are detailed in the Offer to Purchase and Consent Solicitation
Statement dated May 21, 2015 and the related Consent and Letter of
Transmittal (the “Tender Offer Documents”).
Under the terms of the tender offer, the Issuer and the trustee under
the Indenture have entered into a supplemental indenture that effects
the Proposed Amendments to the Indenture. The Proposed Amendments
eliminate substantially all of the material restrictive covenants,
eliminate or modify certain events of default and eliminate or modify
related provisions in the Indenture. The supplemental indenture became
effective upon the Issuer’s acceptance of a majority in principal amount
of the Notes for payment under the early acceptance terms in the Offer.
Notwithstanding the Issuer’s exercise of its early acceptance rights,
the tender offer will remain open and is scheduled to expire at 12
midnight, New York City time, on June 18, 2015, unless extended (the
“Expiration Date”). Because the Consent Date has passed, tendered Notes
may no longer be withdrawn and consents may no longer be revoked at any
time, subject to limited exceptions. Holders who validly tender their
Notes and deliver their consents after the Consent Date and prior to the
Expiration Date will receive only the tender offer consideration and
will not be entitled to receive a consent payment if such Notes are
accepted for purchase pursuant to the tender offer.
All the conditions set forth in the Tender Offer Documents remain
unchanged. If any of the conditions are not satisfied, the Issuer may
terminate the Offer and return tendered Notes that have not already been
accepted for payment. The Issuer has the right to waive any of the
foregoing conditions with respect to the Notes and to consummate the
Offer. In addition, the Issuer has the right, in its sole discretion, to
terminate the Offer at any time, subject to applicable law.
Citigroup Global Markets Inc. is acting as Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer or consent solicitation may be
directed to Liability Management Group at (800) 558-3745 (toll-free) or
at (212) 723-6106 (collect).
Global Bondholder Services Corporation is acting as the Information
Agent for the tender offer and consent solicitation. Requests for the
Offer Documents may be directed to Global Bondholder Services
Corporation at 212-430-3774 (for brokers and banks) or (866) 470-4300
(for all others).
Neither the Board of Directors of Berry Group or the Issuer, nor any
other person, makes any recommendation as to whether holders of Notes
should tender their Notes or provide the related consents, and no one
has been authorized to make such a recommendation. Holders of Notes must
make their own decisions as to whether to tender their Notes and provide
the related consents, and if they decide to do so, the principal amount
of the Notes to tender. Holders of the Notes should read carefully the
Offer Documents and related materials before any decision is made with
respect to the tender offer and consent solicitation.
About Berry Plastics
Berry Plastics Group, Inc. is a leading provider of value-added plastic
consumer packaging and engineered materials delivering high-quality
customized solutions to our customers with annual net sales of $5.0
billion in fiscal 2014. With world headquarters in Evansville, Indiana,
the Company’s common stock is listed on the New York Stock Exchange
under the ticker symbol BERY. For additional information, visit the
Certain statements and information included in this release may
constitute “forward looking statements” within the meaning of the
Federal Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance, or achievements of the companies to be materially different
from any future results, performance, or achievements expressed or
implied in such forward looking statements. Additional discussion of
factors that could cause actual results to differ materially from
management’s projections, forecasts, estimates and expectations is
contained in the companies’ Securities and Exchange Commission filings.
The companies do not undertake any obligation to update any
forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or
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Source: Berry Plastics Group, Inc.
Berry Plastics Group, Inc.
Dustin Stillwell, 812-306-2964