New Issue: Berry Plastics sells $750 million eight-year notes in two parts

By Paul A. Harris

St. Louis, Sept. 15 - Berry Plastics Holdings Corp. priced $750 million of eight-year second-priority senior secured notes (B2/CCC+) in two tranches on Friday, according to an informed source.

The Evansville, Ind., plastic packaging products manufacturer priced a $225 million tranche of floating-rate notes at par to yield three-month Libor plus 387.5 basis points, on the tight end of the Libor plus 400 basis points area price talk.

Berry Plastics also priced a $525 million tranche of fixed-rate notes at par to yield 8 7/8%, again on the tight end of price talk, which was in the 9% area for the fixed-rate notes.

Deutsche Bank Securities, Credit Suisse, Citigroup and JP Morgan were joint bookrunners for the notes, which were issued via Rule 144A with registration rights.

The company will also put in place a new $875 million credit facility.

Proceeds will be used to help fund the acquisition by Apollo Management, LP and Graham Partners from Goldman Sachs Capital Partners and JP Morgan Partners.

Issuer:	Berry Plastics Holdings Corp.
Amount:	$750 million
Maturity:	Sept. 15, 2014
Security description:	Second-priority senior secured notes
Bookrunners:	Deutsche Bank Securities, Credit Suisse, Citigroup, JP Morgan
Co-managers:	Banc of America Securities LLC, Bear Stearns & Co., GE Capital Markets, Lehman Brothers
Trade date:	Sept. 15
Settlement date:	Sept. 20
Ratings:	Moody's: B2
	Standard & Poor's: CCC+
Distribution:	Rule 144A with registration rights
Floating-rate tranche
Amount:	$225 million
Coupon:	Three-month Libor plus 387.5 bps
Price:	Par
Yield:	Three-month Libor plus 387.5 bps
Call features:	Callable after Sept. 15, 2008 at 102, 101, par on and after Sept. 15, 2010
Equity clawback:	Until Sept. 15, 2009 for 35% at par plus applicable coupon
Price talk:	Libor plus 400 bps area
Fixed-rate tranche
Amount:	$525 million
Coupon:	8 7/8%
Price:	Par
Yield:	8 7/8%
Spread:	409 bps
Call features:	Callable after Sept. 15, 2010 at 104.438, 102.219, par on and after Sept. 15, 2012
Equity clawback:	Until Sept. 15, 2009 for 35% at 108.875
Price talk:	9% area

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