EVANSVILLE, Ind.--(BUSINESS WIRE)--Sep. 16, 2015--
Berry Plastics Group, Inc. (“Berry Plastics”) (NYSE:BERY) announced
today that its indirect, wholly-owned subsidiary (the “Issuer”) plans to
issue $400 million of second priority senior secured notes due 2022 (the
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 Berry Plastics Corporation (“Berry”), a direct and
wholly-owned subsidiary of Berry Plastics, 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’ filings with the U.S.
Securities and Exchange Commission (the “SEC”). 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.
Dustin Stilwell, 812-306-2964