EVANSVILLE, Ind.--(BUSINESS WIRE)--Sep. 16, 2015--
Berry Plastics Group, Inc. (“Berry Plastics”) (NYSE: BERY) announced
today the pricing of the private placement launched September 16, 2015
by one if its indirect, wholly owned subsidiaries (the “Issuer”). The
Issuer will issue $400 million of second priority senior secured notes
due 2022 (the “Notes”). The closing of the private placement offering is
expected to occur on or about October 1, 2015.
The Notes will bear interest at a rate of 6.00% payable semiannually, in
cash in arrears, on April 15 and October 15 of each year, commencing
April 15, 2016 and will mature on October 15, 2022.
Upon the release of proceeds from the collateral account as described
below, the Notes will be assumed by Berry Plastics Corporation (“BPC”),
a direct and wholly owned subsidiary of Berry Plastics, and will be
guaranteed by Berry Plastics and by each of BPC’s existing and future
direct or indirect domestic subsidiaries that guarantee BPC’s senior
secured, first priority credit facilities, subject to certain
exceptions. The Notes and the guarantees will be senior secured
obligations and will rank senior in right of payment to all of BPC’s,
and, in the case of the guarantees, to all of the guarantors’, existing
and future subordinated debt. The guarantee by Berry Plastics will be
unsecured. The Notes and the subsidiary guarantees thereof will be
secured on a second-priority basis, respectively, by liens on the assets
of BPC and the subsidiary guarantors that secure BPC’s obligations under
its senior secured credit facilities, subject to certain exceptions.
As previously announced, the proceeds from the offering are intended to
be used to fund a portion of the cash consideration due in respect of
the acquisition (the “Acquisition”) of all of the equity of AVINTIV,
Inc., a Delaware corporation (“Avintiv”), to repay certain existing
indebtedness of Avintiv and its subsidiaries, to pay related fees and
expenses and, to the extent not used for such purposes, for general
corporate purposes. Unless the Acquisition is consummated concurrently
with the close of the offering, all proceeds of the offering will be
deposited, together with any additional amounts necessary to redeem the
Notes, into a segregated collateral account until the obligations of the
Issuer under the Notes are assumed by BPC and certain other conditions
are satisfied, including the closing of the Acquisition. Amounts held in
the collateral account will be pledged for the benefit of the holders of
the Notes, pending the release of such funds in connection with the
consummation of the Acquisition.
The Notes are being offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and outside the United States, only to non-U.S.
investors pursuant to Regulation S. The Notes will not be initially
registered under the Securities Act or any state securities laws and may
not be offered or sold in the United States absent an effective
registration statement or an applicable exemption from registration
requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offering,
solicitation or sale would be unlawful. Any offers of the notes will be
made only by means of a private offering memorandum.
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.
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. You can
identify forward-looking statements because they contain words such as
“believes,” “expects,” “may,” “will,” “should,” “would,” “could,”
“seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates”
“outlook,” or “looking forward,” or similar expressions that relate to
our strategy, plans or intentions. All statements we make relating to
our estimated and projected earnings, margins, costs, expenditures, cash
flows, growth rates and financial results or to our expectations
regarding future industry trends are forward-looking statements. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance, or achievements of Berry Plastics 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’ SEC 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 otherwise. In addition,
we, through our senior management, from time to time make
forward-looking public statements concerning our expected future
operations and performance and other developments. These forward-looking
statements are subject to risks and uncertainties that may change at any
time, and, therefore, our actual results may differ materially from
those that we expected.
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Source: Berry Plastics Group, Inc.
Berry Plastics Group, Inc.