Berry Global Group, Inc. Announces Proposed Offering of First Priority Senior Secured Notes & Second Priority Senior Secured ...
16 May 2019 - 5:00AM
Business Wire
Berry Global Group, Inc. (NYSE:BERY) (“Berry”) announced today
that its indirect, wholly-owned subsidiary, Berry Global Escrow
Corporation (the “Issuer”), plans to issue $2,000,000,000 of first
priority senior secured notes due 2026 (the “First Priority Notes”)
and $1,000,000,000 of second priority senior secured notes due 2027
(the “Second Priority Notes” and together with the First Priority
Notes, the “Notes”).
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 Berry Global, Inc. (“BGI”), a direct and
wholly owned subsidiary of Berry, 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 applicable holders of the 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/20190515005860/en/
Berry Global Group, Inc.Media:Eva Schmitz,
812-306-2424evaschmitz@berryglobal.comorInvestors:Dustin
Stilwell, 812-306-2964dustinstilwell@berryglobal.com
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