EVANSVILLE, Ind.--(BUSINESS WIRE)--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.