Berry and Glatfelter Announce Proposed Offering by a Berry Subsidiary of Senior Secured Notes in Connection with the Proposed Merger of Berry’s Health, Hygiene and Specialties Global Nonwovens and Films Business with Glatfelter
Berry Global Group and Glatfelter have announced that Berry's subsidiary, Treasure Escrow , plans to issue $500 million of senior secured notes due 2031. The proceeds will fund part of the cash distribution to Berry Global, Inc. for the combination of Berry's Health, Hygiene and Specialties Global Nonwovens and Films business with Glatfelter in a Reverse Morris Trust transaction. The combined company will be renamed Magnera .
The notes will replace the same amount of debt previously intended for Spinco's new credit facilities and will be assumed by Magnera upon closing. If the transaction doesn't close concurrently with the offering, proceeds will be held in escrow. The notes are being offered only to qualified institutional buyers and non-U.S. investors, and have not been registered under the Securities Act.
Berry Global Group e Glatfelter hanno annunciato che la sussidiaria di Berry, Treasure Escrow, prevede di emettere $500 milioni di note senior garantite con scadenza nel 2031. I proventi finanzieranno parte della distribuzione in contante a Berry Global, Inc. per la combinazione del business globale di tessuti non tessuti e film di Berry nel settore Salute, Igiene e Specialità con Glatfelter in una transazione di Reverse Morris Trust. La società risultante sarà rinominata Magnera.
Le note sostituiranno la stessa quantità di debito precedentemente prevista per i nuovi strumenti di credito di Spinco e saranno assunte da Magnera al momento della chiusura. Se la transazione non si chiude contemporaneamente all'offerta, i proventi saranno trattenuti in escrow. Le note sono offerte solo a compratori istituzionali qualificati e investitori non statunitensi, e non sono state registrate ai sensi del Securities Act.
Berry Global Group y Glatfelter han anunciado que la subsidiaria de Berry, Treasure Escrow, planea emitir $500 millones de notas senior garantizadas con vencimiento en 2031. Los fondos financiarán parte de la distribución de efectivo a Berry Global, Inc. para la combinación del negocio global de salud, higiene y especialidades no tejidos y películas de Berry con Glatfelter en una transacción de Reverse Morris Trust. La empresa combinada se renombrará Magnera.
Las notas reemplazarán la misma cantidad de deuda que se había previsto previamente para las nuevas instalaciones crediticias de Spinco y serán asumidas por Magnera al cierre. Si la transacción no se cierra simultáneamente con la oferta, los fondos se mantendrán en custodia. Las notas se ofrecen únicamente a compradores institucionales calificados e inversionistas no estadounidenses, y no han sido registradas bajo el Securities Act.
베리 글로벌 그룹과 글라트펠터는 베리의 자회사인 트레저 에스크로가 2031년 만기 5억 달러의 우선 보장 채권을 발행할 계획이라고 발표했습니다. 이러한 수익은 베리 글로벌, Inc.에 대한 베리의 건강, 위생 및 특수 글로벌 비직조 및 필름 사업과 글라트펠터의 결합을 위한 현금 분배의 일부를 자금 지원할 것입니다 반전 모리스 트러스트 거래에서입니다. 결합된 회사는 마그네라로 이름이 변경됩니다.
채권은 Spinco의 새로운 신용 시설을 위해 이전에 계획된 동일한 금액의 부채를 대체하며, 거래가 완료되면 마그네라에 의해 인수됩니다. 만약 거래가 제공과 동시에 완료되지 않는다면, 수익금은 에스크로에 보관됩니다. 이 채권은 자격을 갖춘 기관 투자자와 비미국 투자자에게만 제공되며, 증권법에 따라 등록되지 않았습니다.
Berry Global Group et Glatfelter ont annoncé que la filiale de Berry, Treasure Escrow, prévoit d'émettre 500 millions de dollars d'obligations senior sécurisées arrivant à échéance en 2031. Les produits financeront une partie de la distribution en espèces à Berry Global, Inc. pour la combinaison de l'activité mondiale de non-tissés et de films de santé, d'hygiène et de spécialités de Berry avec Glatfelter dans le cadre d'une transaction Reverse Morris Trust. La société combinée sera renommée Magnera.
Les obligations remplaceront le même montant de dette précédemment prévu pour les nouvelles installations de crédit de Spinco et seront reprises par Magnera à la clôture. Si la transaction ne se clôt pas simultanément avec l'offre, les produits seront conservés en fiducie. Les obligations ne sont offertes qu'aux acheteurs institutionnels qualifiés et aux investisseurs non américains, et n'ont pas été enregistrées en vertu de la loi sur les valeurs mobilières.
Berry Global Group und Glatfelter haben bekannt gegeben, dass die Tochtergesellschaft von Berry, Treasure Escrow, plant, 500 Millionen US-Dollar an doppelt gesicherten Anleihen mit Fälligkeit 2031 auszugeben. Die Erlöse werden teilweise zur Finanzierung der Barauszahlung an Berry Global, Inc. für die Kombination von Berrys Gesundheits-, Hygiene- und Spezialgeschäft für globale Vliesstoffe und Filme mit Glatfelter in einer Reverse Morris Trust-Transaktion verwendet. Das fusionierte Unternehmen wird in Zukunft Magnera heißen.
Die Anleihen werden den gleichen Betrag an Schulden ersetzen, der zuvor für die neuen Kreditfacilitäten von Spinco vorgesehen war und werden beim Abschluss von Magnera übernommen. Sollten die Transaktionen nicht gleichzeitig mit dem Angebot abgeschlossen werden, werden die Erlöse treuhänderisch gehalten. Die Anleihen werden nur an qualifizierte institutionelle Käufer und Nicht-US-Investoren angeboten und sind nicht unter dem Securities Act registriert.
- Issuance of $500 million in senior secured notes to fund the business combination
- Strategic merger of Berry's Health, Hygiene and Specialties Global Nonwovens and Films business with Glatfelter
- Creation of a new entity, Magnera , through the combination
- Increased debt burden with the issuance of $500 million in notes
- Potential risks associated with the complex Reverse Morris Trust transaction structure
Notes to be Assumed by Magnera at Closing
The proceeds from the offering are intended to be used to fund a portion of the cash distribution to Berry Global, Inc., a
Unless the Transaction is consummated concurrently with the closing of the offering, all proceeds of the offering will be deposited into a segregated escrow account, together with any additional amounts necessary to redeem the Notes, until the obligations of the Issuer under the Notes are ultimately assumed by Magnera, and certain other conditions are satisfied in connection with the consummation of the Transaction. Amounts held in the escrow account will be pledged for the benefit of the holders of the Notes, pending the release of such funds in connection with the consummation of the Transaction.
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
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
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.
About Glatfelter
Glatfelter is a leading global supplier of engineered materials with a strong focus on innovation and sustainability. Glatfelter’s high-quality, technology-driven, innovative, and customizable nonwovens solutions can be found in products that are Enhancing Everyday Life®. These include personal care and hygiene products, food and beverage filtration, critical cleaning products, medical and personal protection, packaging products, as well as home improvement and industrial applications. Headquartered in
Cautionary Statement Concerning Forward-Looking Statements
Statements in this release that are not historical, including statements relating to the expected timing, completion and effects of the proposed Transaction, and about the offering and issuance of the Notes by the Issuer, 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 strategy, plans, intentions, or expectations. All statements relating to estimates and statements about the expected timing and structure of the proposed Transaction, including the offering and issuance of the Notes, the ability of the parties to complete the proposed Transaction, benefits of the Transaction, including future financial and operating results, executive and Board transition considerations, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts are forward-looking statements. In addition, senior management of Berry and Glatfelter, from time to time may make forward-looking public statements concerning expected future operations and performance and other developments.
Actual results may differ materially from those that are expected due to a variety of factors, including without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Transaction; the risk that the Glatfelter shareholders may not approve the Transaction proposals; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated or may be delayed; risks that any of the other closing conditions to the proposed Transaction may not be satisfied in a timely manner; risks that the anticipated tax treatment of the proposed Transaction is not obtained; risks related to potential litigation brought in connection with the proposed Transaction; uncertainties as to the timing of the consummation of the proposed transactions; unexpected costs, charges or expenses resulting from the proposed transactions; risks and costs related to the implementation of the separation of the business, operations and activities that constitute the global nonwovens and hygiene films business of Berry into Spinco, including timing anticipated to complete the separation; any changes to the configuration of the businesses included in the separation if implemented; the risk that the integration of the combined company is more difficult, time consuming or costly than expected; risks related to financial community and rating agency perceptions of each of Berry and Glatfelter and its business, operations, financial condition and the industry in which they operate; risks related to disruption of management time from ongoing business operations due to the proposed Transaction; failure to realize the benefits expected from the proposed Transaction; the risk that the offering and issuance of the Notes may not be effected on terms that are advantageous to the Issuer, Spinco or, after the closing of the Transaction, Magnera, or at all; effects of the announcement, pendency or completion of the proposed Transaction on the ability of the parties to retain customers and retain and hire key personnel and maintain relationships with their counterparties, and on their operating results and businesses generally; and other risk factors detailed from time to time in Glatfelter’s and Berry’s reports filed with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. These risks, as well as other risks associated with the proposed Transaction, are more fully discussed in the proxy statement/prospectus and the registration statements filed with the SEC in connection with the proposed Transaction. 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 to either predict new factors or assess the potential effect of any such new factors. Accordingly, readers should not place undue reliance on those statements. All forward-looking statements are based upon information available as of the date hereof. All forward-looking statements are made only as of the date hereof and neither Berry, Glatfelter, the Issuer, Spinco nor Magnera undertake any 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.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed Transaction between Berry and Glatfelter. In connection with the proposed Transaction, Glatfelter filed a registration statement on Form S-4 containing a proxy statement/prospectus with the SEC which was declared effective on September 17, 2024. Glatfelter has also filed a proxy statement/prospectus which was sent to Glatfelter’s shareholders on or about September 20, 2024. In addition, Spinco filed a registration statement on Form 10 in connection with its separation from Berry. The Form 10 has not yet been declared effective. This communication is not a substitute for the registration statements, proxy statement/prospectus or any other document which Berry and/or Glatfelter may file with the SEC. STOCKHOLDERS OF BERRY AND GLATFELTER ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENTS AND PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of the registration statements and proxy statement/prospectus as well as other filings containing information about Berry and Glatfelter, as well as Spinco, without charge, at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by Berry or Spinco will be made available free of charge on Berry’s investor relations website at ir.berryglobal.com. Copies of documents filed with the SEC by Glatfelter will be made available free of charge on Glatfelter’s investor relations website at www.glatfelter.com/investors.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to sell, subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offer or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, and otherwise in accordance with applicable law.
Participants in Solicitation
Berry and its directors and executive officers, and Glatfelter and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Glatfelter common stock and/or the offering of securities in respect of the proposed Transaction. Information about the directors and executive officers of Berry, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth under the caption “Security Ownership of Beneficial Owners and Management” in the definitive proxy statement for Berry’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on January 4, 2024 (www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001378992/000110465924001073/tm2325571d6_def14a.htm). Information about the directors and executive officers of Glatfelter including a description of their direct or indirect interests, by security holdings or otherwise, is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the proxy statement for Glatfelter’s 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 26, 2024 (www.sec.gov/ix?doc=/Archives/edgar/data/0000041719/000004171924000013/glt-20240322.htm). Additional information regarding the interests of these participants can also be found in the Form S-4 and the proxy statement/prospectus filed by Glatfelter with the SEC and the registration statement on Form 10 filed by Spinco with the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20241006111345/en/
Investor Contact
Dustin Stilwell
VP, Investor Relations
+1 812.306.2964
ir@berryglobal.com
Source: Berry Global Group, Inc.
FAQ
What is the purpose of Berry's $500 million senior secured notes offering?
What will be the name of the combined company after Berry's business merger with Glatfelter (BERY)?
How are the proceeds of the notes offering being secured for Berry (BERY)?
Who is eligible to purchase the senior secured notes offered by Berry's subsidiary (BERY)?
