Berry Global, Inc. Announces Tender Offer for Certain Outstanding 0.95% First Priority Senior Secured Notes Due 2024
Berry Global Group, Inc. (NYSE: BERY) has initiated a cash Tender Offer to purchase up to $100 million of its outstanding 0.95% First Priority Senior Secured Notes due 2024. This offer, detailed in the Offer to Purchase dated March 8, 2023, invites holders to participate by submitting their Notes before the expiration date of April 4, 2023. An early tender premium of $30 per $1,000 principal amount is offered for early submissions. The final settlement is expected on April 6, 2023, subject to conditions. The company reserves rights to extend or amend the offer.
- Initiation of a cash Tender Offer for up to $100 million of 0.95% Notes, providing potential liquidity for investors.
- Offering an early tender premium of $30 per $1,000 principal amount incentivizes early participation.
- Total outstanding Notes are approximately $774.1 million, which means only about 12.9% can be repurchased, potentially leaving many holders with unbuyable Notes.
The Tender Offer is being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated as of
Up to
Title of Security |
CUSIP No. |
ISIN |
Principal Amount
|
Maximum Tender
|
Early Tender
|
|
Bloomberg
|
Fixed
|
Early Tender
|
|
08576PAG6 |
US08576PAG63 |
|
|
To be determined at
|
|
FIT3 |
+60 bps |
|
(1) |
Per |
|
(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. |
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 (each as defined below), as applicable, Notes validly tendered in the Tender Offer.
The Tender Offer will expire at
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.
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
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
Withdrawal conditions
Notes tendered pursuant to the Tender Offer may be withdrawn at any time prior to
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. 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
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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FAQ
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