Berry Global Group, Inc. (NYSE: BERY) (“Berry”), a leading
supplier of packaging solutions for consumer goods and industrial
products, announced today the commencement by Berry Global, Inc.,
its wholly owned subsidiary (the “Company”), of an offer to
purchase for cash (the “Tender Offer”) up to $500,000,000 aggregate
principal amount (the “Maximum Tender Amount”) of its outstanding
4.875% First Priority Senior Secured Notes due 2026 (the
“Notes”).
The Tender Offer is being made pursuant to the terms and subject
to the conditions, including a financing condition, set forth in
the Offer to Purchase, dated as of May 13, 2024 (as may be amended
or supplemented, the “Offer to Purchase”), which sets forth a more
detailed description of the Tender Offer. Holders of the Notes are
urged to read carefully the Offer to Purchase before making any
decision with respect to the Tender Offer.
Up to $500,000,000 aggregate principal amount of the
outstanding Notes listed below:
Title of Security
CUSIP Nos.
ISINs
Principal
Amount
Outstanding
Maximum
Tender
Amount
U.S. Treasury
Reference
Security
Bloomberg Reference
Page
Fixed Spread
Early
Tender
Premium(1)
4.875% First Priority Senior
Secured Notes due 2026
085770 AA3
U0740VAA1
US085770AA31
USU0740VAA18
$1,250,000,000
$500,000,000
4.875% U.S. Treasury due April
30, 2026
FIT1
+60bps
$30
(1) Per $1,000 principal amount.
Tender Offer details
Subject to the Maximum Tender Amount, proration (if applicable)
and the satisfaction or waiver of the conditions to the Tender
Offer, including a financing condition, the Company will accept for
purchase on the Early Settlement Date or the Final Settlement Date
(each as defined below), as applicable, Notes validly tendered in
the Tender Offer.
The Tender Offer will expire at 5:00 p.m., New York City time,
on June 11, 2024, or any other date and time to which the Company
extends the Tender Offer (such date and time, as it may be
extended, the “Expiration Time”), unless earlier terminated.
To be eligible to receive the Early Tender Consideration (as
defined below), which includes an early tender premium of $30 per
$1,000 principal amount of Notes (the “Early Tender Premium”),
holders of Notes must validly tender their Notes at or prior to
5:00 p.m., New York City time, on May 24, 2024, unless extended or
the Tender Offer is earlier terminated by the Company (such date
and time, as it may be extended, the “Early Tender Time”).
Holders of Notes that validly tender their Notes after the Early
Tender Time but at or prior to the Expiration Time, will only be
eligible to receive the Late Tender Consideration (as defined
below).
Priority of acceptance and proration
Notes validly tendered at or prior to the Early Tender Time will
be accepted for purchase in priority to other Notes validly
tendered after the Early Tender Time. Accordingly, if the Maximum
Tender Amount is reached as a result of tenders of Notes made at or
prior to the Early Tender Time, Notes tendered after the Early
Tender Time will not be accepted for purchase (unless the Maximum
Tender Amount is increased by the Company, in its sole discretion,
subject to applicable law). If the aggregate principal amount of
Notes validly tendered exceeds the Maximum Tender Amount on the
applicable settlement date, the amount of Notes purchased in the
Tender Offer will be prorated as set forth in the Offer to
Purchase.
Consideration and accrued interest
The consideration (the “Early Tender Consideration”) offered per
$1,000 principal amount of Notes validly tendered at or prior to
the Early Tender Time, and accepted for purchase pursuant to the
Tender Offer, will be determined in the manner described in the
Offer to Purchase by reference to the fixed spread for the Notes
specified in the table above, plus the yield to maturity based on
the bid-side price of the U.S. Treasury Reference Security
specified in the table above, calculated as of 10:00 a.m., New York
City time, on May 28, 2024 (the “Price Determination Time”), unless
extended or the Tender Offer is earlier terminated by the
Company.
The Early Tender Time is the last date and time for holders to
tender their Notes in order to be eligible to receive the Early
Tender Consideration. Holders of any Notes that are validly
tendered after the Early Tender Time but at or prior to the
Expiration Time, and that are accepted for purchase, will receive
an amount equal to the Early Tender Consideration minus the Early
Tender Premium (the “Late Tender Consideration”).
In addition to the Early Tender Consideration or the Late Tender
Consideration, as applicable, holders whose Notes are purchased in
the Tender Offer will receive accrued and unpaid interest from the
last interest payment date up to, but not including, the applicable
settlement date.
Settlement
Except as set forth in the paragraph below, payment for the
Notes that are validly tendered at or prior to the Expiration Time,
and that are accepted for purchase, will be made on the date
referred to as the “Final Settlement Date.” The Company anticipates
that the Final Settlement Date will be June 13, 2024, the second
business day after the Expiration Time, subject to all conditions
to the Tender Offer, including a financing condition, having been
satisfied or waived by the Company.
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, the second business day after
the Early Tender Time, subject to all conditions to the Tender
Offer, including a financing condition, having been satisfied or
waived by the Company.
Withdrawal conditions
Notes tendered pursuant to the Tender Offer may be withdrawn at
any time prior to 5:00 p.m., New York City time, on May 24, 2024,
unless extended or the Tender Offer is earlier terminated by the
Company (such date and time, as it may be extended, the “Withdrawal
Deadline”), but not thereafter.
After the Withdrawal Deadline, holders may not withdraw their
tendered Notes unless the Company amends the Tender Offer in a
manner that is materially adverse to the tendering holders, in
which case withdrawal rights may be extended to the extent required
by law, or as the Company otherwise determines is appropriate to
allow tendering holders a reasonable opportunity to respond to such
amendment. Additionally, the Company, in its sole discretion, may
extend the Withdrawal Deadline for any purpose. Notes withdrawn
prior to the Withdrawal Deadline may be tendered again at or prior
to the Expiration Time, in accordance with the procedures set forth
in the Offer to Purchase.
If a holder holds their Notes through a custodian bank, broker,
dealer or other nominee, such nominee may have an earlier deadline
or deadlines for receiving instructions to participate or withdraw
tendered Notes in the Tender Offer.
The Company’s obligation to accept for payment and to pay for
the Notes validly tendered in the Tender Offer is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase, including a financing condition. The Tender
Offer may be terminated or withdrawn, subject to applicable law.
The Company reserves the right, subject to applicable law, to (i)
waive any and all conditions to the Tender Offer, (ii) extend or
terminate the Tender Offer, (iii) increase or decrease the Maximum
Tender Amount, or (iv) otherwise amend the Tender Offer in any
respect.
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 and engineered products 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.
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. (BERY-F)
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version on businesswire.com: https://www.businesswire.com/news/home/20240513940778/en/
Investor Contact: Dustin Stilwell VP, Investor Relations
+1 (812) 306 2964 ir@berryglobal.com
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