Berry Plastics begins tender offer, consent solicitation for 9½ notes

By Angela McDaniels

Tacoma, Wash., April 28 - Berry Plastics Group, Inc. subsidiary Berry Plastics Corp. began a tender offer and consent solicitation for its $500 million outstanding principal amount of 9½% second-priority senior secured notes due 2018, according to a company news release.

The company is offering $1,052.50 per $1,000 principal amount of notes. This includes a consent payment of $30.00 for each note tendered by the consent date, 5 p.m. ET on May 9.

Holders will also receive accrued interest up to but excluding the applicable payment date.

The company is soliciting consents to proposed amendments that would eliminate substantially all of the restrictive covenants, eliminate or modify some events of default and eliminate or modify related provisions contained in the indenture governing the notes.

In order for the proposed amendments to be effective, holders of at least a majority of the outstanding principal amount of notes must consent to them.

Holders who tender notes are obligated to consent to the proposed amendments, and holders may not deliver consents without tendering the related notes.

The tender offer will expire at midnight ET on May 23.

The company reserves the right, at any time following the consent date but prior to the expiration date, to accept for purchase all the notes tendered prior to that time. The payment date for these notes is currently expected to be May 12, and the final payment date is expected to be May 27.

The consummation of the tender offer and the consent solicitation is conditioned upon, among other things, the issuance of enough new second-priority senior secured notes to fund the tender offer and the redemption of the notes, if required, the receipt of the consents of holders of at least a majority of the outstanding principal amount of the notes to the proposed amendments and the execution of the supplemental indenture giving effect to the proposed amendments.

The dealer manager and solicitation agent is Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-2147). The information agent is Global Bondholder Services Corp. (212 430-3774 for brokers and banks; for others, call 866 470-4300).

Berry Plastics makes plastic consumer packaging and engineered materials and is based in Evansville, Ind.

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