Berry Global Group, Inc. (NYSE: BERY) (“Berry”), a leading
supplier of packaging solutions for consumer goods and industrial
products, announced today the consideration payable as set forth in
the table below in respect of the previously announced tender offer
(the “Tender Offer”) by Berry Global, Inc., its wholly owned
subsidiary (the “Company”) to purchase for cash its outstanding
4.875% First Priority Senior Secured Notes due 2026 (the
“Notes”).
The consideration of $987.19 per $1,000 principal amount (the
“Early Tender Consideration”) for Notes that were validly tendered
at or prior to the Early Tender Time (as defined below) and are
accepted for purchase pursuant to the Tender Offer was determined
in the manner described in the Offer to Purchase dated May 13, 2024
(as amended, the “Offer to Purchase”) by reference to the fixed
spread for the Notes specified in the table below, plus the yield
to maturity based on the bid-side price of the U.S. Treasury
Reference Security specified in the table below, calculated as of
10:00 a.m., New York City time, today, and is inclusive of the
early tender premium (the “Early Tender Premium”) set forth in the
table below.
Title of Security
CUSIP Nos.
ISINs
Principal Amount
Outstanding
Maximum Tender Amount
Principal Amount Tendered as
of May 24, 2024
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
Early Tender
Consideration
Early Tender
Premium(1)(2)
4.875% First Priority Senior
Secured Notes due 2026
085770 AA3 U0740VAA1
US085770AA31
USU0740VAA18
$1,250,000,000
$500,000,000
$935,554,000
4.875% U.S. Treasury due April
30, 2026
FIT1
+60bps
$987.19
$30
(1)
Per $1,000 principal amount.
(2)
The Early Tender Consideration for Notes
validly tendered prior to or at the Early Tender Time (as defined
below) and accepted for purchase is calculated using the Fixed
Spread (as defined below) and is inclusive of the Early Tender
Premium.
Only holders of Notes who validly tendered their Notes at or
prior to 5:00 p.m., New York City time, on May 24, 2024 (the “Early
Tender Time”) are eligible to receive the Early Tender
Consideration. In addition to the Early Tender Consideration,
holders whose Notes are purchased in the Tender Offer will receive
accrued and unpaid interest from the last interest payment date to,
but not including, the applicable settlement date.
Since the principal amount of Notes tendered as of the Early
Tender Time exceeds the Maximum Tender Amount, the Notes validly
tendered at or prior to the Early Tender Time will be subject to
proration as described in the section “The Terms of the Tender
Offer—Maximum Tender Amount; Priority of Acceptance; Proration” of
the Offer to Purchase using a proration rate of approximately
53.48%. The Company does not anticipate accepting for purchase any
Notes validly tendered after the Early Tender Time.
The Company reserves the right, in its sole discretion, to pay
for Notes that are validly tendered at or prior to the Early Tender
Time, and that are accepted for purchase, on a date following the
Early Tender Time and prior to the Expiration Time (the “Early
Settlement Date”). The Company anticipates that the Early
Settlement Date will be May 29, 2024, subject to all conditions,
including a financing condition, to the Tender Offer having been
satisfied or waived by the Company.
All other terms and conditions of the previously announced
Tender Offer, including without limitation the withdrawal deadline
of May 24, 2024, remain unchanged and are as set forth in the Offer
to Purchase.
Dealer Manager and Depositary and Information Agent
The Company has appointed Goldman Sachs & Co. LLC as dealer
manager (the “Dealer Manager”) for the Tender Offer. The Company
has retained Global Bondholder Services Corporation as the
depositary and information agent for the Tender Offer. For
additional information regarding the terms of the Tender Offer,
please contact: Goldman Sachs & Co. LLC at (800) 828-3182
(toll-free) or (212) 357-1452 (collect). Requests for documents and
questions regarding the tendering of securities may be directed to
Global Bondholder Services Corporation by telephone at (212)
430-3774 (for banks and brokers only), (855) 654‑2015 (toll-free)
or 001‑212‑430-3774 (international), by email at
contact@gbsc-usa.com or at www.gbsc-usa.com/berry/ or to the Dealer
Manager at its telephone numbers.
This press release shall not constitute, or form part of, an
offer to sell, a solicitation to buy or an offer to purchase or
sell any securities. The Tender Offer is being made only pursuant
to the Offer to Purchase and only in such jurisdictions as is
permitted under applicable law.
From time to time after completion of the Tender Offer, the
Company or its affiliates may purchase additional Notes in the open
market, in privately negotiated transactions, through tender or
exchange offers or other methods, or the Company may redeem Notes
pursuant to their terms. Any future purchases may be on the same
terms or on terms that are more or less favorable to holders of the
Notes than the terms of the Tender Offer.
About Berry
At Berry Global Group, Inc. (NYSE: BERY), we create innovative
packaging solutions that we believe make life better for people and
the planet. We do this every day by leveraging our unmatched global
capabilities, sustainability leadership, and deep innovation
expertise to serve customers of all sizes around the world.
Harnessing the strength in our diversity and industry-leading
talent of over 40,000 global employees across more than 250
locations, we partner with customers to develop, design, and
manufacture innovative products with an eye toward the circular
economy. The challenges we solve and the innovations we pioneer
benefit our customers at every stage of their journey. For more
information, visit our website, or connect with us on LinkedIn or
X. (BERY-F)
Forward-Looking Statements
Certain statements and information in this release that are not
historical, including statements relating to the Tender Offer and
the Offer to Purchase, may constitute “forward looking statements”
within the meaning of the federal securities laws and are presented
pursuant to the safe harbor provisions of the 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,” “projects,”
“outlook,” “anticipates” or “looking forward,” or similar
expressions that relate to our strategy, plans, intentions, or
expectations. 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 and other statements that are not
historical facts are forward-looking statements. 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
due to a variety of factors, including without limitation: (1)
risks associated with our substantial indebtedness and debt
service; (2) changes in prices and availability of resin and other
raw materials and our ability to pass on changes in raw material
prices to our customers on a timely basis; (3) risks related to
acquisitions or divestitures and integration of acquired businesses
and their operations, and realization of anticipated cost savings
and synergies; (4) risks related to international business,
including transactional and translational foreign currency exchange
rate risk and the risks of compliance with applicable export
controls, sanctions, anti-corruption laws and regulations; (5)
increases in the cost of compliance with laws and regulations,
including environmental, safety, and climate change laws and
regulations; (6) labor issues, including the potential labor
shortages, shutdowns or strikes, or the failure to renew effective
bargaining agreements; (7) risks related to disruptions in the
overall global economy, persistent inflation, supply chain
disruptions, and the financial markets that may adversely impact
our business; (8) risk of catastrophic loss of one of our key
manufacturing facilities, natural disasters, and other unplanned
business interruptions; (9) risks related to weather-related events
and longer-term climate change patterns; (10) risks related to the
failure of, inadequacy of, or attacks on our information technology
systems and infrastructure; (11) risks that our restructuring
programs may entail greater implementation costs or result in lower
cost savings than anticipated; (12) risks related to future
write-offs of substantial goodwill; (13) risks of competition,
including foreign competition, in our existing and future markets;
(14) risks related to market conditions associated with our share
repurchase program; (15) risks related to market disruptions and
increased market volatility; and (16) the other factors and
uncertainties discussed in the section titled “Risk Factors” in our
Annual Report on Form 10-K filed on November 17, 2023 and
subsequent filings with the Securities and Exchange Commission. We
caution you that the foregoing list of important factors may not
contain all of the material factors that are important to you. New
factors may emerge from time to time, and it is not possible for us
to predict new factors, nor can we assess the potential effect of
any new factors on us. Accordingly, readers should not place undue
reliance on those statements. All forward-looking statements are
based upon information available to us on the date hereof. All
forward-looking statements are made only as of the date hereof and
we undertake no obligation to update or revise any forward-looking
statement as a result of new information, future events or
otherwise, except as otherwise required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240528598645/en/
Investor Contact: Dustin Stilwell VP, Investor Relations
+1 (812) 306 2964 ir@berryglobal.com
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