Berry Global Group, Inc. (NYSE: BERY) (“Berry”) announced today
the pricing of the private placement launched May 15, 2019 by one
of its indirect, wholly owned subsidiaries, Berry Global Escrow
Corporation (the “Issuer”). The Issuer will issue $1,250,000,000 of
first priority senior secured notes due 2026 (the “First Priority
Notes”) and $500,000,000 of second priority senior secured notes
due 2027 (the “Second Priority Notes” and together with the First
Priority Notes, the “Notes”). The closing of the private placement
offering is expected to occur on or about June 5, 2019.
The First Priority Notes will bear interest at a rate of 4.875%
payable semiannually, in cash in arrears, on January 15 and July 15
of each year, commencing January 15, 2020 and will mature on July
15, 2026 and the Second Priority Notes will bear interest at a rate
of 5.625% payable semiannually, in cash in arrears, on January 15
and July 15 of each year, commencing January 15, 2020 and will
mature on July 15, 2027.
Upon the release of proceeds from the escrow accounts as
described below, the Notes will be assumed by Berry Global, Inc.
(“BGI”), a direct and wholly owned subsidiary of Berry, and will be
guaranteed by Berry and by each of BGI’s existing and future direct
or indirect domestic subsidiaries that guarantee BGI’s senior
secured credit facilities and second priority senior secured notes,
subject to certain exceptions. The First Priority Notes and the
subsidiary guarantees will be senior secured obligations and will
rank senior in right of payment to all of BGI’s, and, in the case
of the guarantees, to all of the guarantors’, existing and future
subordinated debt. The Second Priority Notes and the subsidiary
guarantees will be senior secured obligations and will rank senior
in right of payment to all of BGI’s, and, in the case of the
guarantees, to all of the guarantors’, existing and future debt
that is subordinated in right of payment to the Second Priority
Notes. The guarantee by Berry will be unsecured. The First Priority
Notes will be secured on a second priority basis by liens on the
assets of BGI and the subsidiary guarantors that secure BGI’s
obligations under its revolving credit facility, subject to certain
exceptions, and on a first priority basis by liens on the assets of
BGI and the subsidiary guarantors that secure BGI’s senior secured
term loan facility, subject to certain exceptions. The Second
Priority Notes will be secured on a junior priority basis by liens
on the assets of BGI and the subsidiary guarantors that secure
either or both of BGI’s 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 previously announced acquisition of all of the
equity of RPC Group Plc, a public limited company incorporated in
England and Wales (“RPC” and such acquisition, the “RPC
Acquisition”), to repay certain existing debt of RPC and its
subsidiaries, to prepay an existing Berry term loan and to pay
related fees and expenses. Unless the RPC Acquisition is
consummated concurrently with the closing of the offering, all
proceeds of the offering will be deposited into two segregated
escrow accounts, one containing the proceeds from the First
Priority Notes, and the other, the proceeds from the Second
Priority Notes, each together with any additional amounts necessary
to redeem the Notes, until the obligations of the Issuer under the
Notes are assumed by BGI, and certain other conditions are
satisfied in connection with the consummation of the RPC
Acquisition. Amounts held in the escrow accounts will be pledged
for the benefit of the holders of the applicable Notes, pending the
release of such funds in connection with the consummation of the
RPC Acquisition.
The Notes are being offered only to persons reasonably believed
to be 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 have not been and will not be 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 Global
Berry, headquartered in Evansville, Indiana, is committed to its
mission of ‘Always Advancing to Protect What’s Important,’ and
proudly partners with its customers to provide them with
value-added protective solutions. Berry is a leading global
supplier of a broad range of innovative non-woven, flexible, and
rigid products used every day within consumer and industrial end
markets. Berry, a Fortune 500 company, generated $7.9 billion of
sales in fiscal 2018. For additional information, visit Berry’s
website.
Forward Looking
Statements
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 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 Berry’s filings with the U.S.
Securities and Exchange Commission (the “SEC”). Berry does 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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version on businesswire.com: https://www.businesswire.com/news/home/20190517005524/en/
Berry Global Group, Inc.Media:Eva Schmitz,
812-306-2424evaschmitz@berryglobal.comorInvestors:Dustin
Stilwell, 812-306-2964dustinstilwell@berryglobal.com
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