Berry Global, Inc. Announces Extension of Early Tender Deadline for its 0.95% First Priority Senior Secured Notes due 2024
Berry Global Group, Inc. (NYSE: BERY) has announced an amendment to its previously disclosed tender offer for its 0.95% First Priority Senior Secured Notes due 2024. The tender offer's early tender deadline is now extended to 5:00 p.m. on March 23, 2023, with the price determination time set for 10:00 a.m. on March 24, 2023. The company aims to purchase up to
- Berry is actively managing its debt obligations by offering to purchase outstanding notes, potentially improving its financial position.
- The extension allows more time for investors to participate in the offering.
- There is still a substantial amount of notes outstanding (
$774,117,000 ) compared to the maximum tender amount ($100,000,000 ), indicating a significant portion of debt remains. - The timing of the tender offer might reflect pressures or challenges in managing existing debt.
(i) the early tender time with respect to the Tender Offer to
(ii) the price determination time with respect to the Tender Offer to
Up to
Title of Security |
CUSIP No. |
ISIN |
Principal Amount Outstanding |
Maximum Tender Amount |
Principal Amount Tendered as of the Original Early Tender Time |
Early Tender Consideration(1) (2) |
|
Bloomberg Reference Page |
Fixed Spread |
Early Tender Premium(1) |
|
08576PAG6 |
US08576PAG63 |
|
|
|
To be determined at the Price Determination Time |
|
FIT3 |
+60 bps |
|
(1) |
Per |
(2) |
The Early Tender Consideration for Notes validly tendered prior to or at the Early Tender Time and accepted for purchase is calculated using the Fixed Spread (as defined below) and is inclusive of the Early Tender Premium. |
Except as set forth in the paragraph below, payment for the Notes that are validly tendered at or prior to the Expiration Time (as defined below), 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
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
All other terms and conditions of the previously announced Tender Offer, including without limitation the withdrawal deadline of
Tender Offer details
Subject to the Maximum Tender Amount, proration (if applicable) and the satisfaction or waiver of the conditions to the Tender Offer, the Company will accept for purchase on the Early Settlement Date or the Final Settlement Date, as applicable, Notes validly tendered in the Tender Offer.
The Tender Offer will expire at the Expiration Time, unless further extended or earlier terminated.
To be eligible to receive the Early Tender Consideration (as defined below), which includes an early tender premium of
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
Holders should take note that, if the Early Tender Consideration determined as described Offer to Purchase is greater than
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.
Dealer Manager and Depositary and Information Agent
The Company has appointed
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
Forward-Looking Statements
Statements in this release that are not historical, including statements relating to the Tender Offer, the Offer to Purchase and the expected future performance of the Company, are considered “forward looking” 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 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.
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, including as a result of the
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Investor Contact:
+1 812.306.2964
ir@berryglobal.com
Source:
FAQ
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