EVANSVILLE, Ind.--(BUSINESS WIRE)--May 12, 2014--
Berry Plastics Group, Inc. (NYSE: BERY “Berry Group”) announced today
that Berry Plastics Corporation (the “Issuer”), Berry Group’s wholly
owned subsidiary, issued $500,000,000 in aggregate principal amount of
5.500 percent Second Priority Senior Secured Notes due 2022 pursuant to
an indenture, dated as of May 12, 2014, 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 9½ percent Second Priority Senior
Secured Notes due 2018 (the “Notes”) issued under an indenture dated as
of April 30, 2010 (the “Indenture”), approximately 83.95 percent of the
Notes had been tendered as of 5 p.m., New York City time, on May 9,
2014, 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 $1,052.50,
which includes $1,022.50 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 May 12, 2014. The complete terms and
conditions of the tender offer and consent solicitation for the Notes
are detailed in the Issuer’s Offer to Purchase and Consent Solicitation
Statement dated April 28, 2014 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 May 23, 2014, 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. In addition, as
disclosed in the Tender Offer Documents, the Issuer intends to redeem
any of the Notes that remain outstanding after the completion of the
Offer in accordance with the terms of the Indenture. On May 12, 2014,
the Issuer provided notice to the trustee under the Indenture of such
redemptions and irrevocably deposited cash with the trustee in respect
of such Notes in an amount sufficient to redeem any Notes outstanding on
such redemption date.
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.
Credit Suisse Securities (USA) LLC 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) 820-1653 (toll-free) or
at (212) 538-2147 (collect).
Global Bondholder Services Corporation will act 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 over $4.6
billion in fiscal 2013. 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
Company’s website at www.berryplastics.com.
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
Source: Berry Plastics Group, Inc.
Berry Plastics Group, Inc.
Dustin Stilwell, 812-306-2964