UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 15, 2019

BERRY GLOBAL GROUP, INC.

(Exact name of registrant as specified in charter)

101 Oakley Street
Evansville, Indiana 47710

(Address of principal executive offices / Zip Code)

(812) 424-2904

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act.

​

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

​

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

​

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

​

Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.   Regulation FD Disclosure.

On May 15, 2019, Berry Global Group, Inc. (“Berry”) commenced, via one of its indirect, wholly owned subsidiaries, an offering of  $2,000,000,000 in aggregate principal amount of first priority senior secured notes due 2026 (the “First Priority Notes”) and $1,000,000,000 in aggregate principal amount of second priority senior secured notes due 2027 (the “Second Priority Notes” and together with the First Priority Notes, the “Notes”). The offering is subject to market and other conditions. The Notes will be offered 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 the United States, only to non-U.S. investors pursuant to Regulation S. The Notes have not been and will not be registered under the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Berry is disclosing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.2, which information is incorporated by reference herein. This information, which has not been previously reported, is excerpted from a preliminary offering memorandum that is being disseminated in connection with the offering described above. The information in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Exchange Act of 1934 or the Securities Act, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit 99.1​

FOR IMMEDIATE RELEASE

Berry Global Group, Inc. Announces Proposed Offering of First Priority Senior Secured Notes and Second Priority Senior Secured Notes

EVANSVILLE, Ind.-- May 15, 2019-- Berry Global Group, Inc. (NYSE:BERY) (“Berry”) announced today that its indirect, wholly-owned subsidiary, Berry Global Escrow Corporation (the “Issuer”), plans to issue $2,000,000,000 of first priority senior secured notes due 2026 (the “First Priority Notes”) and $1,000,000,000 of second priority senior secured notes due 2027 (the “Second Priority Notes” and together with the First Priority Notes, the “Notes”).

The proceeds from the offering are intended to be used to fund a portion of the cash consideration due in respect of the previously announced acquisition of all of the equity of RPC Group Plc, a public limited company incorporated in England and Wales (“RPC” and such acquisition, the “RPC Acquisition”), to repay certain existing debt of RPC and its subsidiaries, to prepay an existing Berry term loan and to pay related fees and expenses. Unless the RPC Acquisition is consummated concurrently with the closing of the offering, all proceeds of the offering will be deposited into two segregated escrow accounts, one containing the proceeds from the First Priority Notes, and the other, the proceeds from the Second Priority Notes, each together with any additional amounts necessary to redeem the Notes, until the obligations of the Issuer under the Notes are assumed by Berry Global, Inc. (“BGI”), a direct and wholly owned subsidiary of Berry, and certain other conditions are satisfied in connection with the consummation of the RPC Acquisition. Amounts held in the escrow accounts will be pledged for the benefit of the applicable holders of the Notes, pending the release of such funds in connection with the consummation of the RPC Acquisition.

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 the United States, only to non-U.S. investors pursuant to Regulation S. The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

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 Global

Berry, headquartered in Evansville, Indiana, is committed to its mission of  ‘Always Advancing to Protect What’s Important,’ and proudly partners with its customers to provide them with value-added protective solutions. Berry is a leading global supplier of a broad range of innovative non-woven, flexible, and rigid products used every day within consumer and industrial end markets. Berry, a Fortune 500 company, generated $7.9 billion of sales in fiscal 2018. For additional information, visit Berry’s website.

Forward Looking Statements

Certain statements and information included in this release may constitute “forward looking statements” within the meaning of the Federal 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,” “anticipates,” “outlook,” or “looking forward,” or similar expressions that relate to our strategy, plans or intentions. 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. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Berry to be materially different from any future results, performance, or achievements expressed or implied in such forward looking statements. Additional discussion of factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations is contained in Berry’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Berry does not undertake any obligation to update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. 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. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected.

Berry Global Group, Inc.
Media:
Eva Schmitz, 812-306-2424
evaschmitz@berryglobal.com
or
Investors:
Dustin Stilwell, 812-306-2964
dustinstilwell@berryglobal.com

Exhibit 99.2​

MARKET, RANKING AND OTHER INDUSTRY DATA

The data included or incorporated by reference in this offering memorandum regarding the markets and the industry in which we and RPC operate, including the size of certain markets and our and their position and the position of our and their competitors within these markets, are based on reports of government agencies, independent industry sources and our own estimates relying on our management’s knowledge and experience in the markets in which we operate. Our management’s knowledge and experience, in turn, are based on information obtained from our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. We believe these reports, sources and estimates to be accurate as of their respective dates. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties.

Although we believe market, ranking and other industry data included or incorporated by reference in this offering memorandum is generally reliable, it is inherently imprecise. We cannot guarantee the accuracy and completeness of the information and have not independently verified it. We have not independently verified such data with respect to RPC (which has been derived from RPC’s public filings), any of the data from other third party sources, nor have we ascertained the underlying assumptions relied upon therein. As a result, you should be aware that market, ranking and other industry data included or incorporated by reference in this offering memorandum, and our estimates and beliefs based on that data, may not be reliable. Neither we nor the initial purchasers can guarantee the accuracy or completeness of any such information contained or incorporated by reference in this offering memorandum. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this offering memorandum and the documents incorporated by reference.

NON-GAAP FINANCIAL MEASURES

Operating EBITDA, Adjusted EBITDA, Adjusted Free Cash Flow, and Net Debt, each as presented in this offering memorandum, are supplemental financial measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). These measures are not measurements of financial performance under GAAP and should not be considered as (i) alternatives to operating or net income or cash flows from operating activities, (ii) an indicator of cash flow or (iii) a measure of liquidity.

Adjusted EBITDA is used by our lenders for debt covenant compliance purposes. We also use Adjusted EBITDA and Operating EBITDA among other measures to evaluate management performance and in determining performance-based compensation. Adjusted EBITDA and Operating EBITDA and similar measures are widely used by investors, securities analysts, and other interested parties in our industry to measure a company’s performance. RPC’s Adjusted EBITDA and Operating EBITDA presented herein may differ from what RPC has previously reported in order to be consistent with our presentation. We also believe EBITDA is useful to an investor in evaluating our performance without regard to revenue and expense recognition, which can vary depending upon accounting methods.

The presentation of non-GAAP financial measures in this offering memorandum may not comply with all of the rules of the Securities and Exchange Commission (the “SEC”) for non-GAAP measures presented in filings with the SEC. We may modify or omit such measures in our filings with the SEC. Any such change could result in differences between the information included in this offering memorandum and the information included in any such SEC filing, and any such change could be material.

1

NO REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION

The information included in this offering memorandum (including, among other things, the unaudited pro forma financial information as of and for the trailing twelve months ended March 2019) does not conform in certain cases to information that would be required if this offering was made pursuant to a registration statement filed with the SEC. This offering memorandum, as well as any other documents in connection with this offering, will not be reviewed by the SEC. There are no registration rights associated with the Notes, and the Issuer has no intention to offer Notes registered under the Securities Act in exchange for the Notes offered in this offering or to file a registration statement with respect to the Notes. The indentures governing the Notes will not be qualified under the Trust Indenture Act of 1939, as amended.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This offering memorandum contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our liquidity, our beliefs and management’s assumptions. Such forward-looking statements include statements regarding expected financial results and other planned events, including, but not limited to, anticipated liquidity, Adjusted EBITDA and capital expenditures. Words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “plan,” “seek,” “project,” “target,” “goal,” “likely,” “will,” “would,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Therefore, actual future events or results may differ materially from these statements.

The following is a list of factors, among others, that could cause actual results to differ materially from the forward-looking statements:

•

risks associated with our substantial indebtedness and debt service;

​

•

changes in prices and availability of resin and other raw materials and our ability to pass on changes in raw material prices on a timely basis;

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•

performance of our business and future operating results;

​

•

risks related to acquisitions and integration of acquired businesses;

​

•

reliance on unpatented proprietary know-how and trade secrets;

​

•

increases in the cost of compliance with laws and regulations, including environmental, safety, production and product laws and regulations;

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•

risks related to disruptions in the overall economy and the financial markets that may adversely impact our business;

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•

risks of catastrophic loss of one of our key manufacturing facilities, natural disasters, and other unplanned business interruptions;

​

•

risks related to market acceptance of our developing technologies and products;

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•

general business and economic conditions, particularly an economic downturn;

​

•

potential failure to realize the intended benefits from recent acquisitions and the RPC Acquisition, including, without limitation, the inability to realize the anticipated cost synergies in the anticipated amounts or within the contemplated timeframes or cost expectations, the inability to realize the anticipated revenues, expenses, earnings and other financial results, and growth and expansion of our operations, and the anticipated tax treatment;

​

•

risks related to international business, including foreign currency exchange rate risk and the risks of compliance with applicable export controls, sanctions, anti-corruption laws and regulations;

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2

•

risks that our restructuring programs may entail greater implementation costs or result in lower savings than anticipated;

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•

ability of our insurance to fully cover potential exposures;

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•

risks of competition, including foreign competition, in our existing and future markets;

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•

new legislation or new regulations and our corresponding interpretations of the same may affect our business and consolidated financial condition and results of operations;

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•

uncertainty regarding the United Kingdom’s withdrawal from the European Union and the outcome of future arrangements between the United Kingdom and the European Union;

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•

risks related to the phase-out of the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with a different reference rate or modification of the method used to calculate LIBOR;

​

•

the risk that the conditions to closing of the RPC Acquisition may not be satisfied; and

​

•

the other factors discussed in the section of this offering memorandum titled “Risk Factors.”

​

These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth in this offering memorandum under “Risk Factors” and elsewhere in this offering memorandum, and under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the documents incorporated by reference into this offering memorandum. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to update or publicly release any revisions to these forward-looking statements to reflect changes in underlying assumptions, new information, future events or other changes after the date of this offering memorandum or to reflect the occurrence of unanticipated events.

BASIS OF PRESENTATION

As used in this offering memorandum, unless otherwise noted or the context otherwise requires:

•

references to the “Issuer” are (i) prior to the BGI Assumption (as defined herein), the Escrow Issuer and (ii) thereafter, BGI;

​

•

references to “we,” “us,” “our,” “Berry,” and “the Company” are to Berry Global Group, Inc. and its subsidiaries (including RPC and its subsidiaries when used in a context following the RPC Acquisition);

​

•

references to the “Bidder” are to Berry Global International Holdings Limited, a newly incorporated company under the laws of England and Wales, formed by Berry for the purpose of undertaking the RPC Acquisition;

​

•

references to the “initial purchasers” are to the firms listed on the cover page of this offering memorandum;

​

•

references to “RPC” are to RPC Group Plc, a public limited company incorporated in England and Wales with registration number 2578443 and its subsidiaries;

​

•

references to the “RPC Acquisition” are to the proposed acquisition by the Bidder of up to the entire issued and to be issued ordinary share capital of RPC, to be effected by the Scheme or by way of a Takeover Offer;

​

•

references to the “Scheme” are to the proposed scheme of arrangement under Part 26 of the UK Companies Act 2006 (between RPC and the RPC shareholders, to implement the RPC Acquisition, with or subject to any modification, addition or condition approved or imposed by the High Court of Justice in England and Wales and agreed to by RPC and the Bidder;

​

3

•

references to a “Takeover Offer” means a takeover offer (as defined in Part 28 of the UK Companies Act 2006) to be made by on or behalf of Berry in accordance with the UK City Code on Takeovers and Mergers (the “City Code”) and the provisions of the UK Companies Act 2006 to implement the RPC Acquisition;

​

•

references to our market positions or rank, are except as otherwise indicated, based on net sales of Berry;

​

•

references to the “Issue Date” are to the issue date of the Notes offered hereby;

​

•

references to the “Transactions” are to the completion of the RPC Acquisition, the Financings, and the payment of related fees and expenses.

​

•

references to the “Financings” are to this offering of Notes, the loans available under the Incremental Term Loans (as defined herein), and the proceeds therefrom;

​

•

references to “pro forma” give pro forma effect to the Transactions, as of or for the period indicated; and

​

•

references to “LTM” are to the four quarterly periods ended on the date indicated.

​

Our fiscal year is the 52- or 53-week period ending generally on the Saturday closest to September 30. RPC’s fiscal year ends on March 31.

RPC is a public limited company incorporated under the laws of England and Wales that provides public financial statements semi-annually. RPC’s historical financial statements were prepared in accordance with International Financial Standards as adopted by the European Union (“IFRS”), which differ from U.S. GAAP. RPC’s historical audited financial statements utilized for this offering memorandum are as of and for the fiscal years ended March 31, 2018 and March 31, 2017 (including the comparative financial information for the year ended March 31, 2016) and are included elsewhere in this offering memorandum. RPC’s historical unaudited interim financial statements utilized for this offering memorandum are as of and for six-month period ended September 30, 2018 (including the comparative financial information for the six-month period ended September 30, 2017) and are included elsewhere in this offering memorandum. RPC has not reported historical financial statements for any periods subsequent to the six-month period ended September 30, 2018, and RPC is not required under its jurisdiction of organization nor the exchange upon which its shares are listed (the London Stock Exchange) to have published more recent financial statements. Consequently, the unaudited pro forma data included in this offering memorandum is based on RPC’s trailing twelve-month financial information as of and for the period ended September 30, 2018 and does not align with Berry’s latest twelve-months ended March 30, 2019. Within the pro forma information presented in this offering memorandum, the Company has made various material adjustments to reflect known IFRS to GAAP differences based on RPC’s publicly available information and certain assumptions we believe are reasonable. Adjustments were also made to translate RPC’s financial statements from British Pounds to U.S. dollars based upon applicable historical exchange rates, which may differ materially from future exchange rates. Upon consummation of the RPC Acquisition, the Company will prepare pro forma financial statement that would be required to be compliant with the requirements of Article 11 of Regulation S-X. The Company may identify material differences between the accounting policies of the two companies or the financial results of RPC for the periods presented and/or subsequent to September 30, 2018 that could be material or have a material impact on the pro forma condensed consolidated financial statements presented. No assurance can be given that there will not be differences between the pro forma financial information included in this offering memorandum and the pro forma financial statements that Berry will be required to file with the SEC or that such differences will not be material.

RPC has not restated its audited consolidated financial statements to reflect the discontinued operations disclosed within the unaudited interim financial statements for the six-month period ended September 30, 2018. The unaudited financial statements for RPC as of and for the six months ended September 30, 2018 have been prepared in accordance with International Accounting Standard 34 for Interim Financial Reporting. In the preparation of these financial statements, comparative amounts have been restated to reflect (1) the separate presentation of discontinued operations due to the disposal of the Letica Foodservice line of business, disposed in September 2018, and the European injection molding

4

automotive and Bridge of Allan lines of business classified as assets held for sale during the year and (2.) the finalization of the Astrapak acquisition accounting which resulted in adjustments to goodwill and fixed assets in the March 31, 2018 and September 30, 2017 balance sheets.

Additionally, RPC has not restated its audited consolidated financial statements as of and for the fiscal year ended March 31, 2017 to reflect the discontinued operations disclosed within the audited consolidated financial statements as of and for the year ended March 31, 2018.

Certain figures included in this offering memorandum have been rounded for ease of presentation. Percentage figures included in this offering memorandum have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in this offering memorandum may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements. Certain other amounts that appear in this offering memorandum may not sum due to rounding.

CURRENCY PRESENTATION AND EXCHANGE RATE DATA

In this offering memorandum, (i) $ or U.S. dollar refer to the lawful currency of the United States and (ii) £ or British Pounds refer to the lawful currency of the United Kingdom. We present our financial data in U.S. dollars and RPC presents their financial data in British Pounds. This offering memorandum contains a translation of some Sterling amounts into U.S. dollar amounts at specified exchange rates solely for convenience. See “Summary—Summary RPC Historical Financial Information” for a translation of certain of RPC’s financial data from British Pounds to U.S. dollar.

5

INFORMATION INCORPORATED BY REFERENCE

We are incorporating by reference into this offering memorandum certain information filed with SEC. This means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is part of this offering memorandum and any statement contained in a document so incorporated by reference shall be deemed to be modified or superseded for purposes of this offering memorandum to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated by reference in this offering memorandum modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this offering memorandum. The following documents filed with the SEC (in each case, SEC File No. 001-35672) are incorporated by reference in this offering memorandum (except for the documents, or portions thereof, that have been furnished but not filed with the SEC, which documents are not incorporated by reference herein):

•

our Annual Report on Form 10-K for the fiscal year ended September 29, 2018 and filed with the SEC on November 16, 2018;

​

•

our Quarterly Reports on Form 10-Q for the quarterly periods ended December 29, 2018 and March 30, 2019, filed with the SEC on February 1, 2019 and May 2, 2019, respectively; and

​

•

our Current Reports on Form 8-K filed on December 19, 2018, February 1, 2019 (Film No. 19560144), March 8, 2019, March 14, 2019 and May 6, 2019.

​

We also are incorporating by reference any future filings that we make with the SEC under Sections 13(a), 13(c), 14(a) or 15(d) of U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) until this offering is complete, except for the documents, or portions thereof, that are furnished but not filed with the SEC, which documents are not incorporated by reference herein.

You may obtain a copy of the documents we file with the SEC as described under “Where You Can Find Additional Information.” In addition, you may request a copy of these filings at no cost, by writing or calling us at the following:

Berry Global Group, Inc.
101 Oakley Street
Evansville, IN 47710
Attention: Director of Investor Relations
(812) 424-2904

6

7

​

8

9

10

​

11

12

13

​

14

15

16

​

​

​

Two Quarterly Periods ended

​

​

Fiscal Year ended

​

​

LTM

​

​

Pro Forma LTM

​

($ in millions)

​

​

March 30, 2019

​

​

March 31, 2018

​

​

September 29, 2018

​

​

September 30, 2017

​

​

October 1, 2016

​

​

March 30, 2019

​

​

September 29, 2018

​

​

March 30, 2019 (Berry) & Sept 30, 2018 (RPC)

​

Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

3,922

​

​

​

​

$

3,743

​

​

​

​

$

7,869

​

​

​

​

$

7,095

​

​

​

​

$

6,489

​

​

​

​

$

8,048

​

​

​

​

$

12,932

​

​

​

​

$

13,111

​

​

Operating costs

​

​

​

​

3,561

​

​

​

​

​

3,392

​

​

​

​

​

7,108

​

​

​

​

​

6,363

​

​

​

​

​

5,908

​

​

​

​

​

7,277

​

​

​

​

​

11,842

​

​

​

​

​

12,011

​

​

Operating income

​

​

​

​

361

​

​

​

​

​

351

​

​

​

​

​

761

​

​

​

​

​

732

​

​

​

​

​

581

​

​

​

​

​

771

​

​

​

​

​

1,090

​

​

​

​

​

1,100

​

​

Other expenses (income), net

​

​

​

​

23

​

​

​

​

​

14

​

​

​

​

​

25

​

​

​

​

​

14

​

​

​

​

​

(18)

​

​

​

​

​

34

​

​

​

​

​

25

​

​

​

​

​

34

​

​

Interest expense, net

​

​

​

​

130

​

​

​

​

​

128

​

​

​

​

​

259

​

​

​

​

​

269

​

​

​

​

​

291

​

​

​

​

​

261

​

​

​

​

​

516

​

​

​

​

​

518

​

​

Income before income taxes

​

​

​

​

208

​

​

​

​

​

209

​

​

​

​

​

477

​

​

​

​

​

449

​

​

​

​

​

308

​

​

​

​

​

476

​

​

​

​

​

549

​

​

​

​

​

548

​

​

Income tax expense (benefit)

​

​

​

​

46

​

​

​

​

​

(44)

​

​

​

​

​

(19)

​

​

​

​

​

109

​

​

​

​

​

72

​

​

​

​

​

71

​

​

​

​

​

(21)

​

​

​

​

​

69

​

​

Net income from continuing operations

​

​

​

​

162

​

​

​

​

​

253

​

​

​

​

​

496

​

​

​

​

​

340

​

​

​

​

​

236

​

​

​

​

​

405

​

​

​

​

​

570

​

​

​

​

​

479

​

​

Discontinued operations loss

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

39

​

​

​

​

​

39

​

​

Net income

​

​

​

$

162

​

​

​

​

$

253

​

​

​

​

$

496

​

​

​

​

$

340

​

​

​

​

$

236

​

​

​

​

$

405

​

​

​

​

$

531

​

​

​

​

$

440

​

​

Balance Sheet Data (at period end):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Working capital(1)

​

​

​

$

1,140

​

​

​

​

$

1,099

​

​

​

​

$

1,048

​

​

​

​

$

870

​

​

​

​

$

761

​

​

​

​

$

1,140

​

​

​

​

$

1,667

​

​

​

​

$

1,759

​

​

Total assets

​

​

​

​

8,984

​

​

​

​

​

9,107

​

​

​

​

​

9,131

​

​

​

​

​

8,476

​

​

​

​

​

7,653

​

​

​

​

​

8,984

​

​

​

​

​

17,643

​

​

​

​

​

17,496

​

​

Long-term debt

​

​

​

​

5,727

​

​

​

​

​

6,026

​

​

​

​

​

5,844

​

​

​

​

​

5,641

​

​

​

​

​

5,755

​

​

​

​

​

5,727

​

​

​

​

​

12,237

​

​

​

​

​

12,120

​

​

Stockholders’ equity

​

​

​

​

1,531

​

​

​

​

​

1,306

​

​

​

​

​

1,434

​

​

​

​

​

1,015

​

​

​

​

​

221

​

​

​

​

​

1,531

​

​

​

​

​

1,360

​

​

​

​

​

1,457

​

​

Other Financial Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital expenditures, net

​

​

​

$

167

​

​

​

​

$

181

​

​

​

​

$

333

​

​

​

​

$

263

​

​

​

​

$

283

​

​

​

​

$

319

​

​

​

​

$

644

​

​

​

​

$

630

​

​

Depreciation and amortization

​

​

​

​

270

​

​

​

​

​

261

​

​

​

​

​

538

​

​

​

​

​

521

​

​

​

​

​

525

​

​

​

​

​

547

​

​

​

​

​

950

​

​

​

​

​

959

​

​

​

17

​

​

​

Two Quarterly Periods ended

​

​

Fiscal Year ended

​

​

LTM

​

​

Pro Forma LTM

​

($ in millions)

​

​

March 30, 2019

​

​

March 31, 2018

​

​

September 29, 2018

​

​

September 30, 2017

​

​

October 1, 2016

​

​

March 30, 2019

​

​

September 29, 2018

​

​

March 30, 2019 (Berry) & Sept 30, 2018 (RPC)(1)

​

Adjusted Free Cash Flow:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash from operations

​

​

​

$

331

​

​

​

​

$

285

​

​

​

​

$

1,004

​

​

​

​

$

975

​

​

​

​

$

857

​

​

​

​

$

1,050

​

​

​

​

$

1,363

​

​

​

​

$

1,409

​

​

Less: Capital expenditures, net

​

​

​

​

167

​

​

​

​

​

181

​

​

​

​

​

333

​

​

​

​

​

263

​

​

​

​

​

283

​

​

​

​

​

319

​

​

​

​

​

644

​

​

​

​

​

630

​

​

Less: Tax receivable payments

​

​

​

​

16

​

​

​

​

​

37

​

​

​

​

​

37

​

​

​

​

​

111

​

​

​

​

​

57

​

​

​

​

​

16

​

​

​

​

​

37

​

​

​

​

​

16

​

​

Adjusted Free Cash Flow

​

​

​

$

148

​

​

​

​

$

67

​

​

​

​

$

634

​

​

​

​

$

601

​

​

​

​

$

517

​

​

​

​

$

715

​

​

​

​

$

682

​

​

​

​

$

763

​

​

Adjusted EBITDA:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

​

​

$

162

​

​

​

​

$

253

​

​

​

​

$

496

​

​

​

​

$

340

​

​

​

​

$

236

​

​

​

​

$

405

​

​

​

​

$

531

​

​

​

​

$

440

​

​

Discontinued operations loss

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

39

​

​

​

​

​

39

​

​

Net income from continuing operations

​

​

​

​

162

​

​

​

​

​

253

​

​

​

​

​

496

​

​

​

​

​

340

​

​

​

​

​

236

​

​

​

​

​

405

​

​

​

​

​

570

​

​

​

​

​

479

​

​

Income tax expense (benefit)

​

​

​

​

46

​

​

​

​

​

(44)

​

​

​

​

​

(19)

​

​

​

​

​

109

​

​

​

​

​

72

​

​

​

​

​

71

​

​

​

​

​

(21)

​

​

​

​

​

69

​

​

Income before income taxes

​

​

​

​

208

​

​

​

​

​

209

​

​

​

​

​

477

​

​

​

​

​

449

​

​

​

​

​

308

​

​

​

​

​

476

​

​

​

​

​

549

​

​

​

​

​

548

​

​

Interest expense, net

​

​

​

​

130

​

​

​

​

​

128

​

​

​

​

​

259

​

​

​

​

​

269

​

​

​

​

​

291

​

​

​

​

​

261

​

​

​

​

​

516

​

​

​

​

​

518

​

​

Other expenses(income), net

​

​

​

​

23

​

​

​

​

​

14

​

​

​

​

​

25

​

​

​

​

​

14

​

​

​

​

​

(18)

​

​

​

​

​

34

​

​

​

​

​

25

​

​

​

​

​

34

​

​

Operating income

​

​

​

$

361

​

​

​

​

$

351

​

​

​

​

$

761

​

​

​

​

$

732

​

​

​

​

$

581

​

​

​

​

$

771

​

​

​

​

$

1,090

​

​

​

​

$

1,100

​

​

Plus: Depreciation and amortization

​

​

​

​

270

​

​

​

​

​

261

​

​

​

​

​

538

​

​

​

​

​

521

​

​

​

​

​

525

​

​

​

​

​

547

​

​

​

​

​

950

​

​

​

​

​

959

​

​

Plus: Other non-cash, net(2)

​

​

​

​

19

​

​

​

​

​

20

​

​

​

​

​

28

​

​

​

​

​

34

​

​

​

​

​

41

​

​

​

​

​

27

​

​

​

​

​

43

​

​

​

​

​

42

​

​

Plus: Business optimization costs(3)

​

​

​

​

35

​

​

​

​

​

28

​

​

​

​

​

53

​

​

​

​

​

40

​

​

​

​

​

63

​

​

​

​

​

60

​

​

​

​

​

70

​

​

​

​

​

77

​

​

Operating EBITDA

​

​

​

$

685

​

​

​

​

$

660

​

​

​

​

$

1,380

​

​

​

​

$

1,327

​

​

​

​

$

1,210

​

​

​

​

​

1,405

​

​

​

​

​

2,153

​

​

​

​

​

2,178

​

​

Plus: Acquisitions(4)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

9

​

​

​

​

​

43

​

​

​

​

​

15

​

​

Plus: Unrealized cost savings(5)(6)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

12

​

​

​

​

​

189

​

​

​

​

​

168

​

​

Adjusted EBITDA

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

1,426

​

​

​

​

$

2,385

​

​

​

​

$

2,361

​

​

Long-term debt

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

5,727

​

​

​

​

​

12,237

​

​

​

​

​

12,121

​

​

Less: Cash

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

353

​

​

​

​

​

771

​

​

​

​

​

743

​

​

Net Debt

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

5,374

​

​

​

​

$

11,466

​

​

​

​

$

11,378

​

​

Leverage ratio(7)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

3.8x

​

​

​

​

​

4.8x

​

​

​

​

​

4.8x

​

​

​

18

​

​

​

Two Quarterly Periods ended

​

​

Fiscal Year ended

​

​

LTM

​

(GBP in millions)

​

​

September 30, 2018

​

​

September 30, 2017

​

​

March 31, 2018

​

​

March 31, 2017

​

​

March 31, 2016

​

​

September 30, 2018

​

Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

£

1,892

​

​

​

​

£

1,876

​

​

​

​

£

3,748

​

​

​

​

£

2,747

​

​

​

​

£

1,642

​

​

​

​

£

3,764

​

​

Operating costs

​

​

​

​

1,708

​

​

​

​

​

1,694

​

​

​

​

​

3,392

​

​

​

​

​

2,555

​

​

​

​

​

1,547

​

​

​

​

​

3,406

​

​

Operating profit

​

​

​

​

184

​

​

​

​

​

182

​

​

​

​

​

356

​

​

​

​

​

192

​

​

​

​

​

95

​

​

​

​

​

358

​

​

Other expenses

​

​

​

​

—

​

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

—

​

​

Net financial costs

​

​

​

​

30

​

​

​

​

​

17

​

​

​

​

​

40

​

​

​

​

​

38

​

​

​

​

​

20

​

​

​

​

​

53

​

​

Profit before taxation

​

​

​

​

154

​

​

​

​

​

166

​

​

​

​

​

317

​

​

​

​

​

155

​

​

​

​

​

76

​

​

​

​

​

305

​

​

Taxation

​

​

​

​

35

​

​

​

​

​

44

​

​

​

​

​

63

​

​

​

​

​

23

​

​

​

​

​

21

​

​

​

​

​

54

​

​

Profit after taxation from continuing operations

​

​

​

​

119

​

​

​

​

​

122

​

​

​

​

​

254

​

​

​

​

​

132

​

​

​

​

​

55

​

​

​

​

​

251

​

​

Loss/(profit) from discontinued operations

​

​

​

​

29

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

29

​

​

Profit after taxation

​

​

​

£

90

​

​

​

​

£

122

​

​

​

​

£

254

​

​

​

​

£

132

​

​

​

​

£

55

​

​

​

​

£

222

​

​

Balance Sheet Data (at period end):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Working capital(1)

​

​

​

£

335

​

​

​

​

£

301

​

​

​

​

£

176

​

​

​

​

£

286

​

​

​

​

£

61

​

​

​

​

£

335

​

​

Total assets

​

​

​

​

5,045

​

​

​

​

​

4,865

​

​

​

​

​

4,783

​

​

​

​

​

4,768

​

​

​

​

​

2,796

​

​

​

​

​

5,045

​

​

Stockholders’ equity

​

​

​

​

1,984

​

​

​

​

​

1,865

​

​

​

​

​

1,920

​

​

​

​

​

1,823

​

​

​

​

​

894

​

​

​

​

​

1,984

​

​

Other Financial Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital expenditures, net

​

​

​

£

100

​

​

​

​

£

107

​

​

​

​

£

238

​

​

​

​

£

171

​

​

​

​

£

98

​

​

​

​

£

231

​

​

Depreciation and amortization

​

​

​

​

112

​

​

​

​

​

107

​

​

​

​

​

216

​

​

​

​

​

164

​

​

​

​

​

87

​

​

​

​

​

221

​

​

​

19

​

​

​

Two Quarterly Periods ended

​

​

Fiscal Year ended

​

​

LTM

​

(GBP in millions)

​

​

September 30, 2018

​

​

September 30, 2017

​

​

March 31, 2018

​

​

March 31, 2017

​

​

March 31, 2016

​

​

September 30, 2018

​

Adjusted Free Cash Flow:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash from operations

​

​

​

£

215

​

​

​

​

£

245

​

​

​

​

£

387

​

​

​

​

£

277

​

​

​

​

£

151

​

​

​

​

£

357

​

​

Less: Capital expenditures, net

​

​

​

​

100

​

​

​

​

​

107

​

​

​

​

​

238

​

​

​

​

​

171

​

​

​

​

​

98

​

​

​

​

​

231

​

​

Adjusted Free Cash Flow

​

​

​

£

115

​

​

​

​

£

138

​

​

​

​

£

149

​

​

​

​

£

106

​

​

​

​

£

53

​

​

​

​

£

126

​

​

Adjusted EBITDA:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating Profit

​

​

​

£

184

​

​

​

​

£

182

​

​

​

​

£

356

​

​

​

​

£

192

​

​

​

​

£

95

​

​

​

​

£

358

​

​

Minus: Non-cash profit(1)

​

​

​

​

(10)

​

​

​

​

​

(19)

​

​

​

​

​

(32)

​

​

​

​

​

(50)

​

​

​

​

​

(18)

​

​

​

​

​

(23)

​

​

Plus: Depreciation and amortization

​

​

​

​

112

​

​

​

​

​

107

​

​

​

​

​

216

​

​

​

​

​

164

​

​

​

​

​

87

​

​

​

​

​

221

​

​

Minus: Capitalized costs(6)

​

​

​

​

(2)

​

​

​

​

​

(2)

​

​

​

​

​

(5)

​

​

​

​

​

(5)

​

​

​

​

​

(5)

​

​

​

​

​

(5)

​

​

Plus: Other non-cash charges(2)

​

​

​

​

6

​

​

​

​

​

4

​

​

​

​

​

9

​

​

​

​

​

17

​

​

​

​

​

15

​

​

​

​

​

11

​

​

Plus: Business optimization costs(3)

​

​

​

​

6

​

​

​

​

​

6

​

​

​

​

​

13

​

​

​

​

​

72

​

​

​

​

​

56

​

​

​

​

​

13

​

​

Operating EBITDA

​

​

​

£

296

​

​

​

​

£

278

​

​

​

​

£

557

​

​

​

​

£

390

​

​

​

​

£

230

​

​

​

​

£

575

​

​

Plus: Acquisitions & Disposals(4)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

5

​

​

Plus: Unrealized cost savings(5)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

4

​

​

Adjusted EBITDA

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

£

584

​

​

​

​

​

Two Quarterly Periods ended

​

​

Fiscal Year ended

​

​

LTM

​

​

​

​

September 30, 2018

​

​

September 30, 2017

​

​

March 31, 2018

​

​

March 31, 2017

​

​

March 31, 2016

​

​

September 30, 2018

​

Historical Exchange Rates:

​

​

​

​

​

​

​

Average daily closing exchange rate for

​

​

​

$

1.3315/£1

​

​

​

​

$

1.2942/£1

​

​

​

​

$

1.3267/£1

​

​

​

​

$

1.3077/£1

​

​

​

​

$

1.5082/£1

​

​

​

​

$

1.3451/£1

​

​

Closing exchange rate as of

​

​

​

$

1.3030/£1

​

​

​

​

$

1.3396/£1

​

​

​

​

$

1.4036/£1

​

​

​

​

$

1.2542/£1

​

​

​

​

$

1.4389/£1

​

​

​

​

$

1.3030/£1

​

​

20

​

​

​

Two Quarterly Periods ended

​

​

Fiscal Year ended

​

​

LTM

​

(USD in millions)

​

​

September 30, 2018

​

​

September 30, 2017

​

​

March 31, 2018

​

​

March 31, 2017

​

​

March 31, 2016

​

​

September 30, 2018

​

Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

$

2,519

​

​

​

​

$

2,428

​

​

​

​

$

4,972

​

​

​

​

$

3,592

​

​

​

​

$

2,476

​

​

​

​

$

5,063

​

​

Operating costs

​

​

​

​

2,274

​

​

​

​

​

2,192

​

​

​

​

​

4,500

​

​

​

​

​

3,341

​

​

​

​

​

2,333

​

​

​

​

​

4,582

​

​

Operating profit

​

​

​

​

245

​

​

​

​

​

236

​

​

​

​

​

472

​

​

​

​

​

251

​

​

​

​

​

143

​

​

​

​

​

481

​

​

Other expenses

​

​

​

​

—

​

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

(2)

​

​

​

​

​

—

​

​

Net financial costs

​

​

​

​

40

​

​

​

​

​

22

​

​

​

​

​

53

​

​

​

​

​

49

​

​

​

​

​

30

​

​

​

​

​

71

​

​

Profit before taxation

​

​

​

​

205

​

​

​

​

​

215

​

​

​

​

​

420

​

​

​

​

​

203

​

​

​

​

​

115

​

​

​

​

​

411

​

​

Taxation

​

​

​

​

46

​

​

​

​

​

57

​

​

​

​

​

84

​

​

​

​

​

30

​

​

​

​

​

32

​

​

​

​

​

73

​

​

Profit after taxation from continuing operations

​

​

​

​

159

​

​

​

​

​

158

​

​

​

​

​

336

​

​

​

​

​

173

​

​

​

​

​

83

​

​

​

​

​

338

​

​

Loss/(profit) from discontinued operations

​

​

​

​

39

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

39

​

​

Profit after taxation

​

​

​

$

120

​

​

​

​

$

158

​

​

​

​

$

336

​

​

​

​

$

173

​

​

​

​

$

83

​

​

​

​

$

299

​

​

Balance Sheet Data (at period end):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Working capital(1)

​

​

​

$

437

​

​

​

​

$

403

​

​

​

​

$

247

​

​

​

​

$

359

​

​

​

​

$

88

​

​

​

​

$

437

​

​

Total assets

​

​

​

​

6,574

​

​

​

​

​

6,517

​

​

​

​

​

6,713

​

​

​

​

​

5,980

​

​

​

​

​

4,023

​

​

​

​

​

6,574

​

​

Stockholders’ equity

​

​

​

​

2,585

​

​

​

​

​

2,498

​

​

​

​

​

2,695

​

​

​

​

​

2,286

​

​

​

​

​

1,286

​

​

​

​

​

2,585

​

​

Other Financial Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital expenditures, net

​

​

​

$

133

​

​

​

​

$

138

​

​

​

​

$

316

​

​

​

​

$

224

​

​

​

​

$

148

​

​

​

​

$

311

​

​

Depreciation and amortization

​

​

​

​

149

​

​

​

​

​

138

​

​

​

​

​

287

​

​

​

​

​

214

​

​

​

​

​

131

​

​

​

​

​

297

​

​

​

21

​

​

​

Two Quarterly Periods ended

​

​

Fiscal Year ended

​

​

LTM

​

(USD in millions)

​

​

September 30, 2018

​

​

September 30, 2017

​

​

March 31, 2018

​

​

March 31, 2017

​

​

March 31, 2016

​

​

September 30, 2018

​

Adjusted Free Cash Flow:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash from operations

​

​

​

$

286

​

​

​

​

$

317

​

​

​

​

$

513

​

​

​

​

$

362

​

​

​

​

$

228

​

​

​

​

$

480

​

​

Less: Capital expenditures, net

​

​

​

​

133

​

​

​

​

​

138

​

​

​

​

​

316

​

​

​

​

​

224

​

​

​

​

​

148

​

​

​

​

​

311

​

​

Adjusted Free Cash Flow

​

​

​

$

153

​

​

​

​

$

179

​

​

​

​

$

197

​

​

​

​

$

138

​

​

​

​

$

80

​

​

​

​

$

169

​

​

Adjusted EBITDA:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating Profit

​

​

​

$

245

​

​

​

​

$

236

​

​

​

​

$

472

​

​

​

​

$

251

​

​

​

​

$

143

​

​

​

​

$

482

​

​

Minus: Non-cash profit(1)

​

​

​

​

(13)

​

​

​

​

​

(25)

​

​

​

​

​

(42)

​

​

​

​

​

(65)

​

​

​

​

​

(27)

​

​

​

​

​

(31)

​

​

Plus: Depreciation and amortization

​

​

​

​

149

​

​

​

​

​

138

​

​

​

​

​

287

​

​

​

​

​

214

​

​

​

​

​

131

​

​

​

​

​

297

​

​

Minus: Capitalized costs(6)

​

​

​

​

(3)

​

​

​

​

​

(2)

​

​

​

​

​

(6)

​

​

​

​

​

(7)

​

​

​

​

​

(8)

​

​

​

​

​

(7)

​

​

Plus: Other non-cash charges(2)

​

​

​

​

8

​

​

​

​

​

5

​

​

​

​

​

12

​

​

​

​

​

22

​

​

​

​

​

23

​

​

​

​

​

15

​

​

Plus: Business optimization costs(3)

​

​

​

​

8

​

​

​

​

​

8

​

​

​

​

​

17

​

​

​

​

​

94

​

​

​

​

​

84

​

​

​

​

​

17

​

​

Operating EBITDA

​

​

​

$

394

​

​

​

​

$

360

​

​

​

​

$

740

​

​

​

​

$

509

​

​

​

​

$

346

​

​

​

​

$

773

​

​

Plus: Acquisitions & Disposals(4)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

6

​

​

Plus: Unrealized cost savings(5)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

6

​

​

Adjusted EBITDA

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

785

​

​

​

22

RISK FACTORS

You should carefully consider the risk factors described below as well as the risk factors described in Berry’s Annual Report on Form 10-K for the fiscal year ended September 29, 2018 and any risk factors set forth in the documents that are incorporated in this offering memorandum. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this offering memorandum, including our financial statements and the related notes. Any of these risks could materially and adversely affect our business, financial condition, results of operations or cash flows. The risk and uncertainties we face are not limited to those described in these documents. Additional risks and uncertainties that we are unaware of or that we believe are less significant than those set forth in the risk factors described in these documents at the time of the applicable document could also materially adversely affect our business, financial condition, results of operations or cash flows and/or the value of your investment. In any case, the value of our securities could decline, and you could lose all or part of your investment. See also the information contained under the heading “Disclosure Regarding Forward-Looking Statements.”

The phase-out of the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with a different reference rate or modification of the method used to calculate LIBOR, may adversely affect interest rates which may have an adverse impact on us.

LIBOR is an interest rate benchmark used as a reference rate for a wide range of financial transactions, including derivatives and loans. On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop compelling banks to submit LIBOR rates after 2021. It is unclear whether or not LIBOR will cease to exist at that time (and if so, what reference rate will replace it) or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to LIBOR for use in financial and other derivatives contracts that are currently indexed to United States dollar LIBOR. ARRC has proposed a paced market transition plan to SOFR from LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to financial and other derivative contracts exposed to LIBOR. Uncertainty exists as to the transition process and broad acceptance of SOFR as the primary alternative to LIBOR. We have material borrowing contracts (including our senior secured credit facilities) and derivatives that are indexed to LIBOR. At this time, we cannot predict the future impact of a departure from LIBOR as a reference rate, however, if future rates based upon the successor reference rate (or a new method of calculating LIBOR) are higher than LIBOR rates as currently determined, we may be adversely impacted.

Risks Related to the RPC Acquisition

Our acquisitions, including the pending RPC Acquisition, may not achieve their intended results, including anticipated cost savings.

Although we will complete the RPC Acquisition with the expectation that the transaction will result in various benefits, including cost savings and other financial and operational benefits, there can be no assurance regarding when or the extent to which we will be able to realize any of these benefits. Achieving the anticipated benefits of an acquisition, including cost savings, is subject to a number of uncertainties, including whether the businesses acquired can be operated in the manner we intend. The integration may be subject to delays or changed circumstances, and we can give no assurance that the acquired businesses will perform in accordance with our expectations or that our expectations with respect to integration or cost savings as a result of acquisitions will materialize. In addition, we expect to incur additional costs and charges in connection with integrating the acquired businesses, including restructuring and transitional charges. Additional unanticipated costs, expenses, liabilities, competitive responses, or loss of customer and supplier relationships may also arise during the integration process. The integration of acquired businesses, including the RPC businesses, may place an additional burden on our management and internal resources, and the diversion of management’s attention during the integration and restructuring process could have an adverse effect on our profit margins, results of operations and financial condition.

23

The RPC Acquisition exposes us to additional risks and uncertainties with respect to the acquired businesses and their operations.

We expect that the RPC Acquisition will rebalance our business mix to a greater percentage of international operations. The acquired businesses will generally be subject to risks similar to those that we are subject to in our existing international businesses, including the risks of compliance with applicable export controls, sanctions, and anti-corruption laws and regulations and Brexit (as defined below). In addition, we will be subject to increased foreign currency exchange rate risk and the potential inability to repatriate cash from foreign operations because a greater portion of our cash flows will be generated by our international businesses. In addition, regulatory requirements, political and/or competitive conditions associated with aspects of the acquired businesses may differ from those of our existing business, which may increase our costs.

We may be unable to realize the anticipated cost synergies or may incur additional and/or unexpected costs in order to realize them.

There can be no assurance that we will be able to realize the anticipated cost synergies from the proposed transaction in the anticipated amounts or within the anticipated timeframes or costs expectations or at all. We plan to implement a series of cost savings initiatives at the combined company that, as described above under “Summary—The RPC Acquisition” and “Summary—Summary Berry Historical and Unaudited Pro Forma Financial Information,” we expect to result in annual cost synergies. We expect to incur one-time, non-recurring costs to achieve such cost synergies. These or any other costs or synergies that we realize may differ materially from our estimates. We cannot provide assurances that these anticipated cost synergies will be achieved or that our programs and improvements will be completed as anticipated or at all. In addition, any cost synergies that we realize may be offset, in whole or in part, by reductions in revenues or through increases in other expenses. Neither our independent auditors nor any other independent auditors, have examined, compiled or performed any procedures with respect to these cost synergies, nor have they expressed any opinion, or any other form of assurance on such information or their achievability. Assumptions relating to these cost synergies involve subjective decisions and judgments. Although our management believes these estimates and assumptions to be reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the objectives and plans expressed will be achieved. The internal financial projections used to calculate anticipated cost synergies also do not take into account any circumstances or events occurring after the date on which they were prepared. These internal financial projections reflect assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in these internal financial projections. Accordingly, there can be no assurance that the internal financial projections will be realized or that actual results will not be significantly higher or lower than projected. We undertake no obligation to update or otherwise revise or reconcile these internal financial projections whether as a result of new information, future events or otherwise.

The RPC Acquisition could adversely affect the business and operations of Berry and RPC.

In connection with the RPC Acquisition, some customers of each of Berry and RPC may delay or defer decisions or may end their relationships with the relevant company, which could negatively affect the revenue, earnings and cash flows of Berry and RPC, regardless of whether the RPC Acquisition is consummated. Similarly, current and prospective employees of Berry and RPC may experience uncertainty about their future roles with the combined company following the RPC Acquisition. This uncertainty may adversely affect our ability to attract and retain current and prospective key management, sales, marketing and technical personnel.

We may not be able to successfully manage the RPC integration and it may disrupt our current plans and operations.

Our business may be negatively affected following the RPC Acquisition if we are unable to effectively manage our expanded operations and there can be no assurance that we will be able to successfully integrate the businesses of BGI and RPC. Integration planning prior to the RPC Acquisition and the implementation of our integration plans following the RPC Acquisition will require significant time and focus from management and may divert attention from the day-to-day operations of the combined business.

24

Additionally, consummation of the RPC Acquisition could disrupt current plans and operations, which could delay the achievement of our strategic objectives. The integration of RPC may be made more difficult by our and RPC’s respective efforts to continue to integrate other recent acquisitions. The difficulties and risks associated with the integration of RPC include, among other things:

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the possibility that we will fail to implement our business plans for the combined company, including as a result of legislation or regulation that affects the timing or costs associated with the operations of the combined company or our integration plan;

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the possibility of unanticipated delays, costs or inefficiencies associated with the integration of RPC’s operations with our own;

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possible inconsistencies in the technologies, standards, controls, procedures, policies and compensation structures of the two companies;

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limitations prior to the consummation of the RPC Acquisition on our ability to work with RPC management to develop an integration plan;

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the increased scope and complexity of our operations;

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the potential loss of key employees and the costs associated with our efforts to retain key employees;

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provisions in our and RPC’s contracts with third parties that may limit our flexibility to take certain actions;

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risks and limitations on our ability to consolidate the corporate and administrative infrastructures of the two companies; and

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unanticipated costs and expenses associated with undisclosed or potential liabilities.

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As a result of these and other difficulties and risks, we may not accomplish the integration of the two companies smoothly, successfully or within our budgetary expectations or anticipated timeframes. Accordingly, we may fail to realize some or all of the anticipated benefits of the RPC Acquisition.

The unaudited pro forma condensed combined financial information for the twelve months ended March 2019 included in this offering memorandum are not based on the same period end for Berry and RPC and there are no historical financial statements for RPC available for any periods subsequent to the six-month period ended September 30, 2018. The actual results of RPC for such subsequent period may result in material differences in the pro forma results had it been prepared on that basis.

RPC is a public limited company incorporated under the laws of England and Wales that provides public financial statements semi-annually. RPC’s historical financial statements were prepared in accordance with International Financial Standards as adopted by the European Union, which differ from U.S. GAAP. RPC’s historical audited financial statements are as of and for the fiscal years ended March 31, 2018 and March 31, 2017 (including the comparative financial information for the year ended March 31, 2016) and are included elsewhere in this offering memorandum. RPC’s historical interim financial statements are as of and for six-month period ended September 30, 2018 (including the comparative financial information for the six-month period ended September 30, 2017) and are included elsewhere in this offering memorandum. There are no RPC historical financial statements available for any periods subsequent to the six-month period ended September 30, 2018 and RPC is not required under its jurisdiction of organization nor the exchange upon which its shares are listed (the London Stock Exchange) to publicly report its financial statements on a more frequent basis. Consequently, the unaudited pro forma data included in this offering memorandum is based on RPC’s trailing twelve month financial information as of and for the period ended September 30, 2018 and does not align with Berry’s latest twelve-months ended March 30, 2019. Following consummation of the RPC Acquisition, the Company will prepare pro forma financial statements that would be required to be compliant with the requirements of Article 11 of Regulation S-X. The Company may identify material differences between the accounting policies of the two companies or the financial results of RPC for the periods presented and/or subsequent to September 30, 2018 that could be material or have a material impact on the pro forma condensed consolidated financial statements presented. No assurance can be given that there will not be differences between the pro forma

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financial information included in this offering memorandum and the pro forma financial statements that Berry will be required to file with the SEC or that such differences will not be material. In addition, Berry has been advised by RPC’s management that the audit of RPC’s financial results as of and for its fiscal year ended March 31, 2019 is on-going and has not been completed. Accordingly, no assurances can be given regarding RPC’s results of operations or financial condition as of March 31, 2019.

The consummation of the RPC Acquisition increases our exposure to uuncertainty regarding the United Kingdom’s withdrawal from the European Union and the outcome of future arrangements between the United Kingdom and the European Union could have a material adverse impact on us.

Following the United Kingdom’s referendum vote to leave the European Union in June 2016 (commonly referred to as “Brexit”), the UK government formally notified the European Council of its decision to leave the European Union on March 29, 2017. Article 50 of the Treaty on European Union requires the European Union to negotiate an agreement setting out the arrangements for the United Kingdom’s withdrawal, taking account of the framework for its future relationship with the European Union. The United Kingdom will remain a member of the European Union until the date on which a withdrawal agreement comes into force or, failing that, October 31, 2019, unless another extension is agreed to by the parties. This period can only be extended if the European Council, in agreement with the United Kingdom, unanimously decides to do so, i.e. all European Union member states must agree to any extension, although parliamentary ratification of this decision is not required. While it is difficult to predict the effect of Brexit on the European and global economy, uncertainty regarding new or modified arrangements between the United Kingdom and the European Union could have a material adverse effect on business activity (including the buying behavior of commercial and individual customers), the political stability and economic conditions in the United Kingdom, the European Union and elsewhere. Furthermore, lack of clarity about future UK laws and regulations, as the United Kingdom determines which European Union laws and regulations to replace or replicate in the event of a withdrawal, may increase costs associated with operating in either or both of the United Kingdom and Europe. However, until the United Kingdom ceases to be a Member State of the European Union, the United Kingdom remains a full Member State of the European Union and all the rights and obligations of European Union membership remain in force.

Any of these developments, or the perception that any of these developments are likely to occur, could have a material adverse effect on economic growth or business activity in the United Kingdom, the Eurozone, or the European Union, and could result in the relocation of businesses, cause business interruptions, lead to economic recession or depression, and impact the stability of the financial markets, availability of credit, political systems or financial institutions and the financial and monetary system. Following the consummation of the RPC Acquisition, a significant portion of our revenues will be generated in the United Kingdom and European Union. Consequently, these developments could have a material adverse effect on our business, financial position, liquidity and results of operations.

Risks Related to the Notes

Our substantial indebtedness could affect our ability to meet our obligations under the Notes and may otherwise restrict our activities.

We have a significant amount of indebtedness. See “Capitalization.” We are permitted by the terms of the Notes and our other debt instruments to incur substantial additional indebtedness, subject to the restrictions therein. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, would have a material adverse effect on our business, financial condition and results of operations.

Our substantial indebtedness could have important consequences. For example, it could:

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make it more difficult for us to satisfy our obligations under our indebtedness, including the Notes;

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limit our ability to borrow money for our working capital, capital expenditures, debt service requirements or other corporate purposes;

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•

require us to dedicate a substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures, product development and other corporate requirements;

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increase our vulnerability to general adverse economic and industry conditions; and

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limit our ability to respond to business opportunities, including growing our business through acquisitions.

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In addition, the credit agreements and indentures governing our current indebtedness contain, the indentures governing the Notes will contain, and any future debt instruments would likely contain, financial and other restrictive covenants, which will impose operating and financial restrictions on BGI and certain of its subsidiaries (and in the case of debt of Berry, Berry), including restrictions on Berry’s, BGI’s and such subsidiaries’ ability to, among other things:

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incur or guarantee additional debt;

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pay dividends and make other restricted payments;

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create or incur certain liens;

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make certain investments;

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engage in sales of assets and subsidiary stock;

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enter into transactions with affiliates;

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transfer all or substantially all of its or their respective assets or enter into merger or consolidation transactions; and

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make capital expenditures.

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As a result of these covenants, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. Furthermore, a failure to comply with these covenants could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business, financial condition, and results of operations. In the event of any default under BGI’s senior secured credit facilities or the indentures governing the Notes or BGI’s existing second priority senior secured notes, the lenders under BGI’s senior secured credit facilities:

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will not be required to lend any additional amounts to us;

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could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;

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may have the ability to require us to apply all of our available cash to repay these borrowings; or

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may prevent us from making debt service payments under our other agreements, including the indentures governing the Notes,

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any of which could result in an event of default under the Notes.

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In addition, in the event of any default under Berry’s term loan credit agreement that is not cured or waived, the lenders thereunder could elect to declare all borrowings thereunder outstanding, together with accrued and unpaid interest and fees, to be due and payable.

If the indebtedness under BGI’s senior secured credit facilities or our other indebtedness, including the Notes, were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. See “Description of Other Indebtedness,” “Description of First Priority Notes,” and “Description of Second Priority Notes.”

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The restrictive covenants in the indentures governing the Notes are subject to a number of important qualifications and exceptions. Among other things, despite our substantial indebtedness, we and our subsidiaries may still be able to incur significantly more debt. This could intensify the risks described above.

The terms of the indentures governing the Notes and our existing second priority senior secured notes, and the terms of our senior secured credit facilities, contain restrictions on our and our subsidiaries’ ability to incur additional indebtedness, including senior secured indebtedness that will be effectively senior to the Second Priority Notes to the extent of the assets securing such indebtedness, or senior secured indebtedness that will be pari passu with the First Priority Notes, subject to the terms of the applicable intercreditor agreements and senior secured debt under our revolving credit facility that will be effectively senior to the First Priority Notes with respect to certain collateral, in each case subject to the terms of the applicable intercreditor agreements. However, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. In addition, Berry will not be subject to any of the restrictive covenants in the indentures governing the Notes, including as they may relate to indebtedness. Accordingly, we or our subsidiaries could incur significant additional indebtedness in the future, much of which could constitute secured or senior indebtedness. In addition to the Notes, the existing second priority senior secured notes and our borrowings under our senior secured credit facilities, the covenants under any other existing or future debt instruments could allow us to borrow a significant amount of additional indebtedness. The more leveraged we become, the more we, and in turn our security holders, become exposed to the risks described above under “—Our substantial indebtedness could affect our ability to meet our obligations under the Notes and may otherwise restrict our activities.”

In addition, the other restrictive covenants in the indentures governing the Notes and the documents governing our other indebtedness are subject to a number of significant qualifications and exceptions. Among other things, the restriction on BGI’s ability to pay dividends that will be contained in the indentures governing the Notes will permit BGI to pay dividends in a number of circumstances, including dividends to Berry in order to permit Berry to satisfy its obligations under its tax receivable agreement.

We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.

Our ability to pay principal and interest on the Notes and to satisfy our other debt obligations will depend upon, among other things:

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our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and

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the future availability of borrowings under BGI’s senior secured credit facilities, which depends on, among other things, our complying with the covenants in BGI’s senior secured credit facilities.

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We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available under BGI’s senior secured credit facilities or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on the Notes. See “Disclosure Regarding Forward-Looking Statements” included in this offering memorandum and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” included in Berry’s Annual Report on Form 10-K for the fiscal year ended September 29, 2018 and our Quarterly Report on Form 10-Q for the quarter ended December 29, 2018, which are incorporated by reference herein.

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the Notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of

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our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements, including BGI’s senior secured credit facilities and the indentures governing the Notes and the existing second priority senior secured notes, may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due.

Repayment of BGI’s debt, including the Notes, is dependent on cash flow generated by BGI’s subsidiaries.

BGI’s subsidiaries own a significant portion of our assets and conduct a significant portion of our operations. Accordingly, repayment of BGI’s indebtedness, including the Notes, is dependent, to a significant extent, on the generation of cash flow by BGI’s subsidiaries and (if they are not guarantors of the Notes) their ability to make such cash available to BGI, by dividend, debt repayment or otherwise. Unless they are guarantors of the Notes, BGI’s subsidiaries do not have any obligation to pay amounts due on the Notes or to make funds available for that purpose. BGI’s subsidiaries may not be able to, or may not be permitted to, make distributions to enable BGI to make payments in respect of BGI’s indebtedness, including the Notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit BGI’s ability to obtain cash from its subsidiaries. While the indentures governing the Notes will limit the ability of BGI’s subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to BGI, these limitations will be subject to certain qualifications and exceptions. In the event that BGI does not receive distributions from its non-guarantor subsidiaries, BGI may be unable to make required principal and interest payments on its indebtedness, including the Notes.

The collateral securing the First Priority Notes is subject to control by other creditors with senior priority liens, and subject to the terms of the intercreditor agreements. If there is a default, the value of the collateral may not be sufficient to repay both the holders of the First Priority Notes and the other senior priority creditors.

The First Priority Notes will be secured on a second priority basis (subject to certain exceptions and permitted liens) on the ABL Priority Collateral (as defined below) that secures BGI’s revolving credit facility on a first priority basis and on a senior priority basis by substantially all of the other assets of BGI and its restricted subsidiaries that secures BGI’s senior secured term loan credit facility on a first priority basis (in each case subject to certain exceptions described herein). Under the terms of the indenture governing the First Priority Notes, we are permitted in the future to incur additional indebtedness and other obligations that may share in the senior priority liens on the collateral securing the First Priority Notes and, in certain circumstances, in the senior priority liens on the collateral securing BGI’s senior secured credit facilities, and under certain circumstances we will be permitted to contribute cash or other assets held by BGI or its restricted subsidiaries to unrestricted subsidiaries. At March 30, 2019, after giving effect to the offering of notes hereby, BGI and its subsidiaries would have had $9,049 million of first priority secured indebtedness outstanding (excluding $750 million of letters of credit and additional availability under our revolving credit facility). In May 2019, the revolving credit facility was increased from $750 million to $850 million. In addition, following the completion of the RPC Acquisition, we may retain certain existing working capital lines of credit of RPC and its subsidiaries.

Under the terms of the senior lender intercreditor agreement, the holders of debt under our revolving credit facility will be entitled to receive proceeds from the realization of certain collateral (including accounts, inventory, certain cash and proceeds and products of the foregoing and certain assets related thereto) (the “ABL Priority Collateral”) to repay their obligations in full before the holders of the First Priority Notes and holders of debt under our term loan credit facility will be entitled to any recovery from the ABL Priority Collateral. Under the terms of the senior lender intercreditor agreement, at any time that obligations under our revolving credit facility and certain other obligations are outstanding, any actions that may be taken in respect of the ABL Priority Collateral, including the ability to cause the

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commencement of enforcement proceedings against the ABL Priority Collateral and to control the conduct of such proceedings, will be at the direction of the holders of the obligations under the revolving credit facility and neither the trustee nor the collateral agent, on behalf of the holders of the First Priority Notes, will have the ability to control or direct such actions, even if the rights of the holders of the First Priority Notes are adversely affected, subject to certain exceptions. See “Description of First Priority Notes—Security for the First Priority Notes.” In addition, because the holders of the obligations under the revolving credit facility and certain other obligations control the disposition of the ABL Priority Collateral, such holders could decide not to proceed against such collateral, regardless of whether there is a default under the documents governing such indebtedness or under the indenture governing the First Priority Notes. In such event, the only remedy available to the holders of the First Priority Notes would be to sue for payment on the First Priority Notes and the related subsidiary guarantees. We cannot assure you that, in the event of a foreclosure, the proceeds from the sale of all collateral would be sufficient to satisfy the amounts outstanding under the First Priority Notes, the term loan facility and any other pari passu lien obligations after the application of the proceeds of the ABL Priority Collateral to the revolving credit facility obligations. The holders of the First Priority Notes and holders of debt under our term loan credit facility will under the terms of the senior lender intercreditor agreement also waive certain rights with respect to the ABL Priority Collateral normally accruing to secured creditors in a bankruptcy. Under the indenture governing the First Priority Notes, we could also incur additional indebtedness secured by senior priority liens so long as such senior priority liens are securing indebtedness permitted to be incurred by the covenants described under “Description of First Priority Notes” and certain other conditions are met. Our ability to designate future debt as senior priority secured debt and our ability to enable the holders thereof to share in the collateral on a pari passu basis with holders of the First Priority Notes and our senior secured credit facilities may have the effect of diluting the ratio of the value of such collateral to the aggregate amount of the obligations secured by the collateral.

In addition, the asset sale covenant and the definition of asset sale, each in the indenture governing the First Priority Notes, have a number of exceptions pursuant to which BGI and its subsidiaries would be able to sell collateral without being required to reinvest the proceeds of such sale into assets that will comprise collateral, or collateral of the same type, or to make an offer to the holders of the First Priority Notes to repurchase the First Priority Notes. See “Description of First Priority Notes—Certain Covenants—Asset Sales,” and “Description of First Priority Notes—Certain Definitions.”

BGI’s senior secured credit facilities have the benefit of a pledge of the stock of BGI, which the First Priority Notes will not have and the existing second priority senior secured notes do not have. In addition, BGI’s and the guarantor subsidiaries’ obligations under BGI’s senior secured credit facilities are secured by pledges of stock of subsidiaries of BGI (with certain exceptions) and, to the extent described in BGI’s revolving credit facility, certain accounts and cash, while BGI’s and the guarantor subsidiaries’ obligations under the existing second priority senior secured notes are not, and BGI’s and the guarantor subsidiaries’ obligations under the First Priority Notes will not be, secured by some of such stock, accounts and cash. The proceeds of such assets, if any, may not be available to repay the First Priority Notes.

Finally, Berry will not be subject to any of the restrictive covenants in the indentures governing the Notes, including as they may relate to indebtedness or asset sales.

The collateral securing the Second Priority Notes, prior to a Collateral Fall Away Event, is subject to control by creditors with first priority liens including the First Priority Notes offered hereby, and subject to the terms of the applicable intercreditor agreements. If there is a default, the value of the collateral may not be sufficient to repay the holders of the First Priority Notes and the other first priority creditors and/or the holders of the Second Priority Notes and the other second priority creditors.

Prior to a Collateral Fall Away Event, the Second Priority Notes will be secured on a junior priority basis by substantially all of the collateral of BGI and its restricted subsidiaries that secures either or both of BGI’s senior secured credit facilities on a first priority basis and that will secure the First Priority Notes on a senior priority basis (in each case subject to certain exceptions described herein). Under the terms of the indenture governing the Second Priority Notes, we are permitted in the future to incur additional indebtedness and other obligations that may share in the junior priority liens on the collateral securing the

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Second Priority Notes and, in certain circumstances, in the senior priority liens on the collateral securing BGI’s senior secured credit facilities and that will secure our First Priority Notes, and under certain circumstances we will be permitted to contribute cash or other assets held by BGI or its restricted subsidiaries to unrestricted subsidiaries. At March 30, 2019, after giving effect to the offering of notes hereby, BGI and its subsidiaries would have had $9,049 million of first priority secured indebtedness outstanding (excluding $750 million of letters of credit and additional availability under our revolving credit facility). In May 2019, the revolving credit facility was increased from $750 million to $850 million. In addition, following the completion of the RPC Acquisition, we may retain certain existing working capital lines of credit of RPC and its subsidiaries.

The holders of obligations secured by the senior priority liens on the collateral, including the First Priority Notes described in this offering memorandum, will be entitled after application of proceeds of the ABL Priority Collateral to the repayment of the obligations under BGI’s revolving credit facility to receive proceeds from any realization of the collateral to repay their obligations in full before the holders of the Second Priority Notes and other obligations secured by junior priority liens will be entitled to any recovery from the collateral. We cannot assure you that, in the event of a foreclosure, the proceeds from the sale of all of such collateral would be sufficient to satisfy the amounts outstanding under the Second Priority Notes and other obligations secured by the second priority liens, if any, after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the Second Priority Notes, then holders of the Second Priority Notes (to the extent not repaid from the proceeds of the sale of the collateral) would only have an unsecured claim against our remaining assets, which claim will rank equal in priority to the unsecured claims with respect to any unsatisfied portion of the obligations secured by the first priority liens or other second priority liens and our other unsecured senior indebtedness. Under the indenture governing the Second Priority Notes, BGI and its subsidiaries can also incur additional indebtedness secured by first priority liens and second priority liens so long as such first and second priority liens are securing indebtedness permitted to be incurred by the covenants described under “Description of Second Priority Notes” and certain other conditions are met. BGI’s ability to designate future debt as either senior priority secured or junior priority secured and, in either event, to enable the holders thereof to share in the collateral on either a priority basis or a pari passu basis with holders of the Second Priority Notes, the First Priority Notes, BGI’s senior secured credit facilities and BGI’s existing second priority senior secured notes, may have the effect of diluting the ratio of the value of such collateral to the aggregate amount of the obligations secured by the collateral.

In addition, the asset sale covenant and the definition of asset sale, each in the indenture governing the Second Priority Notes, have a number of exceptions pursuant to which BGI and its subsidiaries would be able to sell collateral without being required to reinvest the proceeds of such sale into assets that will comprise collateral, or collateral of the same type, or to make an offer to the holders of the Second Priority Notes to repurchase the Second Priority Notes. See “Description of Second Priority Notes—Certain Covenants—Asset Sales,” and “Description of Second Priority Notes—Certain Definitions.”

BGI’s senior secured credit facilities have the benefit of a pledge of the stock of BGI, which the Second Priority Notes will not have and the existing second priority senior secured notes do not have. In addition, BGI’s and the guarantor subsidiaries’ obligations under BGI’s senior secured credit facilities are secured by pledges of stock of subsidiaries of BGI (with certain exceptions) and, to the extent described in BGI’s revolving credit facility, certain accounts and cash, while BGI’s and the guarantor subsidiaries’ obligations under the existing second priority senior secured notes are not, and BGI’s and the guarantor subsidiaries’ obligations under the Second Priority Notes will not be, secured by such pledges. The proceeds of such assets, if any, may not be available to repay the Second Priority Notes.

Finally, Berry will not be subject to any of the restrictive covenants in the indentures governing the Notes, including as they may relate to indebtedness or asset sales.

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The lien-ranking and related provisions set forth in the senior fixed collateral priority and intercreditor agreement will substantially limit the rights of the holders of the First Priority Notes with respect to the collateral securing the First Priority Notes.

The rights of the holders of the First Priority Notes with respect to the collateral securing the First Priority Notes will be substantially limited pursuant to the terms of the lien-ranking and other provisions set forth in the senior fixed collateral priority and intercreditor agreement. Under those provisions, at any time that obligations that have the benefit of the first priority liens on the non-ABL Priority Collateral are outstanding, the ability to cause the commencement of enforcement proceedings against the collateral and to control the conduct of such proceedings, will be at the direction of the holders of the series of such obligations with the largest outstanding principal amount of all such obligations, which on the issue date will be the obligations under BGI’s senior secured term loan credit facility. The trustee and collateral agent, on behalf of the holders of the First Priority Notes, will not have the ability to control or direct such actions, even if the rights of the holders of the First Priority Notes are adversely affected. In connection with such enforcement proceedings the collateral will be released from the lien securing the First Priority Notes. Pursuant to the senior fixed collateral priority and intercreditor agreement, the holders of the First Priority Notes will also waive certain rights normally accruing to secured creditors in a bankruptcy. See “Description of First Priority Notes—Security for the First Priority Notes.”

The lien-ranking and related provisions set forth in the indenture governing the Second Priority Notes and the applicable intercreditor agreement will substantially limit the rights of the holders of the Second Priority Notes with respect to the collateral securing the Second Priority Notes prior to a Collateral Fall Away Event.

The rights of the holders of the Second Priority Notes with respect to the collateral securing the Second Priority Notes, prior to a Collateral Fall Away Event, will be substantially limited pursuant to the terms of the lien-ranking and other provisions set forth in the indenture governing the Second Priority Notes and the intercreditor agreements. Under those provisions, at any time that obligations that have the benefit of the first priority liens are outstanding, any actions that may be taken in respect of the collateral, including the ability to cause the commencement of enforcement proceedings against the collateral and to control the conduct of such proceedings, and the approval of amendments to, releases of collateral from the lien of, and waivers of past defaults under, the collateral documents, will be at the direction of the holders of the obligations secured by the first priority liens. The trustee, on behalf of the holders of the Second Priority Notes, will not have the ability to control or direct such actions, even if the rights of the holders of the Second Priority Notes are adversely affected. Additional releases of collateral from the second priority lien securing the Second Priority Notes are permitted under some circumstances. The holders will also waive certain rights normally accruing to secured creditors in a bankruptcy. See “Description of Second Priority Notes—Security for the Second Priority Notes.”

It may be difficult to realize the value of the collateral securing the Notes (with respect to the Second Priority Notes only, prior to a Collateral Fall Away Event).

The collateral securing the Notes (with respect to the Second Priority Notes only, prior to a Collateral Fall Away Event) will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections as may be accepted by the holders of first priority liens on the collateral securing the Notes from time to time, whether on or after the date the Notes are issued. The initial purchasers have neither analyzed the effect of, nor participated in any negotiations relating to such exceptions, defects, encumbrances, liens and other imperfections. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the collateral securing the Notes, as well as the ability of the collateral agent, to realize or foreclose on such collateral.

The collateral securing the Notes (with respect to the Second Priority Notes only, prior to a Collateral Fall Away Event) does not include all of BGI’s or the subsidiary guarantors’ assets. In particular, the collateral does not include (i) any property or assets owned by subsidiaries of the Issuer that are not subsidiary guarantors, (ii) any license, contract or agreement, if and only for so long as the grant of a security interest under the security documents relating to the Notes would result in a breach or default under, or abandonment, invalidation or unenforceability of, such license, contract or agreement, (iii) any equity securities or other equity interests of any of BGI’s subsidiaries (with respect to the First Priority

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Notes, to the extent that the pledge thereof results in the requirement to file separate financial statements of such subsidiaries with the SEC), (iv) any vehicle covered by a certificate of title or ownership, (v) any deposit accounts, securities accounts or cash (vi) any real property held by BGI or any of its subsidiaries under a lease or any real property that does not secure the First Priority Lien Obligations (as defined in the “Description of Second Priority Notes”) and (vii) certain other exceptions described in such security documents. Berry will not pledge the stock of BGI as security for the Notes or grant any other liens on Berry’s assets. No appraisals of any collateral have been prepared in connection with this offering. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers. By their nature, some or all of the pledged assets may be illiquid and may have no readily ascertainable market value. We cannot assure you that the fair market value of the collateral as of the date of this offering memorandum exceeds the principal amount of the debt secured thereby. The value of the assets pledged as collateral for the Notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition and other future trends. In the event that a bankruptcy case is commenced by or against us or any guarantor, if the value of the collateral is less than the amount of principal and accrued and unpaid interest on the Notes (after taking into account the obligations with a senior priority lien on the collateral or any portion thereof), interest, fees and expenses may cease to accrue on the Notes from and after the date the bankruptcy petition is filed. See “—The value of the collateral securing the Notes (with respect to the Second Priority Notes only, prior to a Collateral Fall Away Event) may not be sufficient to secure post-petition interest, fees or expenses.”

The security interest of the collateral agent for the Notes will be subject to practical problems generally associated with the realization of security interests in collateral. For example, the collateral agent may need to obtain the consent of a third party to obtain or enforce a security interest in a contract. We cannot assure you that the collateral agent will be able to obtain any such consent. We also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the collateral agent may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.

Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the First Priority Notes and other senior priority lien secured obligations after application of proceeds of the ABL Priority Collateral to the obligations under the BGI’s revolving credit facility, the holders of the First Priority Notes would have “undersecured claims” as to the difference. Similarly, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the Second Priority Notes and other junior priority lien secured obligations after repayment of senior priority lien secured obligations (including the First Priority Notes), the holders of the Second Priority Notes would have “undersecured claims” as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, fees, and expenses for “undersecured claims” during the debtor’s bankruptcy case, nor would the undersecured portion of the holders’ respective claims be entitled to “adequate protection.” See “—The value of the collateral securing the Notes (with respect to the Second Priority Notes only, prior to a Collateral Fall Away Event) may not be sufficient to secure post-petition interest, fees or expenses.”

Your rights in the collateral (with respect to the Second Priority Notes only, prior to a Collateral Fall Away Event) may be adversely affected by the failure to perfect security interests in collateral.

Applicable law provides that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens in the collateral securing the First Priority Notes or the Second Priority Notes may not be perfected with respect to the claims of such Notes if the collateral agent for the Notes is not able to take the actions necessary to perfect any of these liens on or prior to the date of the indentures governing the Notes. In addition, applicable law provides that certain property and rights acquired after the grant of a general security interest, such as real property, equipment subject to a certificate of title and certain proceeds, can only be perfected at the time such property and rights are acquired and identified. BGI and the guarantors have limited obligations to perfect the noteholders’ security interest in specified collateral. There can be no assurance that the collateral agent for the First Priority Notes or the collateral agent for the Second Priority Notes, as applicable, will monitor, or that we will inform the trustee of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security

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interest in such after-acquired collateral. The collateral agents for the Notes will have no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the collateral agent for the First Priority Notes or the Second Priority Notes, as applicable, against third parties. In addition, as described further herein, even if the liens on collateral acquired in the future are properly perfected, such liens may potentially be avoidable as a preference in any bankruptcy or insolvency proceeding under certain circumstances. See “—Any future pledge of collateral or future guarantee might be avoidable in bankruptcy.” The documentation related to the Notes will provide that BGI and the subsidiary guarantors are obligated to use commercially reasonable efforts to deliver mortgages or mortgage amendments, as applicable, with respect to real property owned by BGI and the subsidiary guarantors with a fair market value in excess of  $10 million, including title insurance policies, or title insurance date downs, as applicable, surveys and other related documentation, to the collateral agent within 120 days after the Escrow Release Date in order to provide the collateral agent (for the benefit of holders of the Notes) a perfected lien on such real property that secures BGI’s senior term secured credit facility. Such real property is subject to mortgages in favor of the lenders under our senior term secured credit facility and holders of our existing second priority senior secured notes. Until such time as such mortgages, amendments to mortgages and related documentation are delivered, if at all, such real estate and the proceeds thereof will not constitute collateral securing the Notes. In addition, until such time as such title insurance policies or title datedown endorsements, as applicable, are delivered, the holders of the Notes will not have the benefit of title insurance to the effect that the entity identified as the mortgagor of each mortgaged property which is required to be mortgaged holds valid fee title to such property, that the mortgaged properties are not now or when mortgaged pursuant to the mortgages/mortgage amendments encumbered by unpermitted liens, that no intervening liens exist which would have priority over the mortgage liens in favor of each collateral agent for its benefit and the benefit of the Trustee and the holders of the applicable Notes, or that the mortgages will create valid, enforceable liens in favor of each collateral agent for its benefit and the benefit of the Trustee and the holders of the Notes. Moreover, land surveys will not be delivered at the time of the issuance of the Notes. As a result, there is no independent assurance that, among other things, no encroachments, adverse possession claims, zoning or other restricts exist with respect to the properties intended to be mortgaged which could result in a material adverse effect on the value or utility of such properties.

The title insurance process and surveys could reveal certain issues that we will not be able to resolve. If we are unable to resolve any issues raised by the surveys or that are otherwise raised in connection with obtaining the mortgages or title insurance policies, the mortgages and title insurance policies will be subject to such issues. Such issues could have a significant impact on the value of the collateral or any recovery under the title insurance policies. If we are unable to obtain any mortgage or title insurance policy on any of the real property intended to constitute collateral for the notes and guarantees, the value of the collateral securing the Notes and the guarantees will be significantly reduced.

State law may limit the ability of the collateral agent for the holders of the Notes to foreclose on the real property and improvements and leasehold interests included in the collateral.

The Notes may in the future be secured by, among other things, liens on owned real property and improvements. The laws in some states may limit the ability of the Trustee and the holders of the Notes to foreclose on the improved real property collateral located in that state, since the applicable states’ laws govern the perfection, enforceability and foreclosure of mortgage liens against real property interests which secure debt obligations such as the Notes. In addition, these laws may impose procedural requirements for foreclosure different from and necessitating a longer time period for completion than the requirements for foreclosure of security interests in personal property. Debtors may have the right to reinstate defaulted debt (even it is has been accelerated) before the foreclosure date by paying the past due amounts and a right of redemption after foreclosure. Governing laws may also impose security first and one form of action rules which can affect the ability to foreclose or the timing of foreclosure on real and personal property collateral regardless of the location of the collateral and may limit the right to recover a deficiency following a foreclosure.

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The holders of the Notes and the Trustee also may be limited in their ability to enforce a breach of the “no liens” covenant. Some decisions of state courts have placed limits on a lender’s ability to accelerate debt secured by real property upon breach of covenants prohibiting the creation of certain junior liens or leasehold estates, and a lender may need to demonstrate that enforcement is reasonably necessary to protect against impairment of the lender’s security or to protect against an increased risk of default. Although the foregoing court decisions may have been preempted, at least in part, by certain federal laws, the scope of such preemption, if any, is uncertain. Accordingly, a court could prevent the Trustee and the holders of the Notes from declaring a default and accelerating the Notes by reason of a breach of this covenant, which could have a material adverse effect on the ability of holders to enforce the covenant.

The collateral is subject to casualty risks.

Although we maintain insurance policies to insure against losses, there are certain losses that may be either uninsurable or not economically insurable, in whole or in part. As a result, it is possible that the insurance proceeds will not compensate us fully for our losses in the event of a catastrophic loss. We cannot assure you that any insurance proceeds received by us upon the total or partial loss of the collateral securing the Notes and guarantees will be sufficient to satisfy all of our secured obligations, including the Notes and guarantees.

Bankruptcy laws may limit your ability to realize value from the collateral.

The right of the collateral agents to foreclose upon, repossess and dispose of the collateral upon the occurrence of an event of default under the indentures governing the Notes is likely to be significantly impaired (or at a minimum delayed) by applicable bankruptcy law if a bankruptcy case were to be commenced by or against us or any guarantor before such collateral agent foreclosed upon, repossessed and disposed of the collateral. Upon the commencement of a case under the Bankruptcy Code, a secured creditor such as the collateral agent in respect of the First Priority Notes or the collateral agent in respect of the Second Priority Notes is prohibited from foreclosing upon or repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without prior bankruptcy court approval, which may not be given. Moreover, the Bankruptcy Code permits the debtor to continue to retain and use collateral even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to the circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral as of the commencement of the bankruptcy case and may include cash payments or the granting of additional or replacement security if and at such times as the bankruptcy court in its discretion determines that the value of the secured creditor’s interest in the collateral is declining during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor may not require compensation for a diminution in the value of its collateral if the value of the collateral exceeds the debt it secures.

In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary power of a bankruptcy court, it is impossible to predict:

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whether or when payments under the Notes could be made following the commencement of a bankruptcy case or the length of any delay in making such payments;

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whether or when the collateral agents could foreclose upon, repossess or dispose of the collateral;

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the value of the collateral at the time of the bankruptcy petition; or

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whether or to what extent holders of the Notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of  “adequate protection.”

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Any disposition of the collateral during a bankruptcy case would also require prior permission from the bankruptcy court (which may not be given).

The right of the holders of other obligations secured by first priority liens on the collateral to foreclose upon and sell the collateral upon the occurrence of an event of default also would be subject to limitations under applicable bankruptcy laws if we or any of our subsidiaries become subject to a bankruptcy proceeding.

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In addition, under the applicable intercreditor agreements, the collateral agents may not object following the filing of a bankruptcy petition to certain debtor-in-possession financing or to the liens securing that financing or to the proposed use of cash collateral, subject to certain conditions and limited exceptions, to the extent that the authorized representative for holders of obligations secured by first priority liens on the collateral do not object to such proposed financing, liens, or cash collateral. After such a filing, the value of the collateral securing the Notes could materially deteriorate, and holders of the Notes would be unable to raise an objection. The holders will also waive certain other rights under the applicable intercreditor agreements normally accruing to secured creditors in a bankruptcy.

In the event of a bankruptcy of BGI or any of the guarantors, holders of the Notes may be deemed to have an unsecured claim to the extent that our obligations in respect of the Notes exceed the fair market value of the collateral securing the Notes.

In any bankruptcy proceeding with respect to BGI or any of the guarantors, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the fair market value of the collateral with respect to the First Priority Notes or the Second Priority Notes on the date of the bankruptcy filing was less than the then-current principal amount of such Notes (after taking into account all obligations with a senior lien on the collateral). Upon a finding by the bankruptcy court that the First Priority Notes or Second Priority Notes are under-collateralized, the claims in the bankruptcy proceeding with respect to such Notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. The consequences of a finding of under-collateralization would include, among other things, a lack of entitlement on the part of the First Priority Notes and/or Second Priority Notes, as applicable, to receive post-petition interest, fees or expenses and a lack of entitlement on the part of the unsecured portion of such Notes to receive “adequate protection” under federal bankruptcy laws. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to such Notes.

The value of the collateral securing the Notes (with respect to the Second Priority Notes only, prior to a Collateral Fall Away Event) may not be sufficient to secure post-petition interest, fees or expenses.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against BGI or any of the guarantors, holders of the Notes will only be entitled to post-petition interest, fees or expenses under the Bankruptcy Code to the extent that the value of their security interest in the collateral is greater than their pre-bankruptcy claim (after taking into account all senior secured claims). Holders of the Notes that have a security interest in collateral with a value equal or less than their pre-bankruptcy claim will not be entitled to post-petition interest, fees or expenses under the Bankruptcy Code. No appraisal of the fair market value of the collateral has been prepared in connection with this offering and we therefore cannot assure you that the value of the noteholders’ interest in the collateral equals or exceeds the principal amount of the Notes.

Any future pledge of collateral or future guarantee might be avoidable in bankruptcy.

Any future pledge of collateral or future guarantee in favor of the collateral agents or the Trustee and holders of the Notes, including pursuant to mortgages and security documents delivered after the date of the indentures governing the Notes, might face a greater risk than mortgages, security interests, or guarantees in place on the issue date of being avoided, by the pledgor or guarantor (as debtor in possession) or by its trustee in bankruptcy, as a preferential transfer or otherwise. Any such future pledge of collateral or future guarantee could be so avoided if certain events or circumstances exist or occur, including, among others, if the pledgor or guarantor is insolvent at the time of the pledge or guarantee, the pledge or guarantee permits the holders of the Notes to receive a greater recovery in a hypothetical Chapter 7 liquidation than if the pledge or guarantee had not been given, and a bankruptcy proceeding in respect of the pledgor or guarantor is commenced within 90 days following the pledge or issuance of the guarantee, or, in certain circumstances, a longer period. To the extent that the grant of any such mortgage or other security interest or guarantee is avoided as a preference or otherwise, you would lose the benefit of such mortgage, security interest, or guarantee.

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We note that the documentation related to the Notes will provide that BGI and the guarantors are obligated to use commercially reasonable efforts to deliver mortgages or mortgage amendments, as applicable, and related documentation to the collateral agent within 120 days after the Escrow Release Date in order to provide the holders of the Notes a perfected security interest in certain real property owned by BGI and the guarantors.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes.

Any default under the agreements governing our indebtedness, including a default under BGI’s senior secured credit facilities that is not waived by the required holders of such indebtedness, and any remedies sought by the holders of such indebtedness, could prohibit us from making payments of principal, premium, if any, or interest on the Notes and could substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest. More specifically, the lenders under our revolving credit facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek waivers from the required lenders under our revolving credit facility to avoid being in default. If we breach our covenants under our revolving credit facility or any of the other agreements governing our indebtedness and seek a waiver, we may not be able to obtain a waiver from the required holders of such indebtedness. If this occurs, we would be in default under such indebtedness, the holders of such indebtedness could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. See “Description of Other Indebtedness,” “Description of First Priority Notes” and “Description of Second Priority Notes.”

There are circumstances other than repayment or discharge of the Notes under which the collateral securing the Notes and guarantees will be released automatically, without your consent or the consent of the trustee.

The security documents allow BGI and the guarantors to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral securing the Notes and the related guarantees secured thereby. There are circumstances other than repayment or discharge of the Notes under which the collateral securing the Notes and the related guarantees will be released automatically, without your consent or the consent of the collateral agent, including:

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a sale, transfer or other disposal of such collateral (other than to the Issuer or a guarantor) in a transaction that complies with the indenture and the security document;

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with respect to collateral held by a guarantor, upon the release of such guarantor from its guarantee of the Notes pursuant to the terms of the indenture;

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in accordance with the provisions of any intercreditor agreement to which the holders of the Notes are bound; and

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solely with respect to the Second Priority Notes, in whole, upon the occurrence of a Collateral Fall-Away Event. See “Description of Second Priority Notes—Release of Collateral.”

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In addition, the indentures will permit us to designate any existing or future restricted subsidiary that is a guarantor of the Notes or any future subsidiary as an unrestricted subsidiary. If we designate such a future subsidiary guarantor as an unrestricted subsidiary for purposes of the indentures, all of the liens on any collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the Notes by such subsidiary or any of its subsidiaries will be released under the indentures but not necessarily under our senior secured credit facilities. Designation of an unrestricted subsidiary will reduce the aggregate value of the collateral securing the Notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released.

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The Notes will be structurally subordinated to all liabilities of our non-guarantor subsidiaries.

The Notes are structurally subordinated to the indebtedness and other liabilities of BGI’s subsidiaries that are not guaranteeing the Notes, which include certain of our domestic subsidiaries and all of our non-U.S. subsidiaries. These non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the Notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. In the year ended September 29, 2018 and the two quarterly periods ended March 30, 2019, the subsidiaries that are not guaranteeing the Notes had net sales of  $1.83 billion and $905 million respectively and held $2.06 billion and $1.96 billion respectively of our total assets and $425 million and $329 million respectively of our total liabilities. In addition, following the completion of the RPC Acquisition, we may retain certain existing working capital lines of credit of RPC and its subsidiaries. Further, Berry is acquiring RPC through an indirect non-guarantor subsidiary and all RPC’s business, assets and liabilities are initially expected to be under a non-guarantor subsidiary of Berry and therefore the net sales, total assets and total liabilities of non-guarantors will increase by the amount of RPC’s net sales and total assets. However, following the RPC Acquisition, Berry expects that a portion of RPC’s business will be reorganized under one or more guarantor subsidiaries; provided, that no assurance may be given that such reorganization shall occur or if it occurs that it will be in a manner consistent with the forgoing percentages. Any right that we or the subsidiary guarantors have to receive any assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of Notes to realize proceeds from the sale of any of those subsidiaries’ assets, will be effectively subordinated to the claims of those subsidiaries’ creditors, including trade creditors and holders of preferred equity interests of those subsidiaries. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, these non-guarantor subsidiaries will pay the holders of their debts, holders of preferred equity interests and their trade creditors before they will be able to distribute any of their assets to BGI.

Federal and state fraudulent transfer or fraudulent conveyance laws permit a court, under certain circumstances, to void the Notes, guarantees and security interests, and, if that occurs, you may not receive any payments on the Notes.

The issuance of the Notes and the guarantees (and the related security interests) may be subject to review under federal and state fraudulent transfer and fraudulent conveyance statutes if a bankruptcy, liquidation or reorganization case or a lawsuit, including under circumstances in which bankruptcy is not involved, were commenced at some future date by us, by the guarantors or on behalf of our unpaid creditors or the unpaid creditors of a guarantor. While the relevant laws may vary from state to state, the incurrence of the obligations in respect of the Notes and the guarantees, and the granting of the security interests in respect thereof, will generally be a fraudulent conveyance or fraudulent transfer if  (i) the consideration was paid with the intent of hindering, delaying or defrauding creditors or (ii) BGI or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the Notes or a guarantee (or the related security interest), and, in the case of  (ii) only, any one of the following is also true:

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BGI or any of the guarantors were or was insolvent or rendered insolvent by reason of issuing the Notes or the guarantees (or the related security interests);

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payment of the consideration left BGI or any of the guarantors with an unreasonably small amount of capital to carry on the business in which they were engaged or about to engage; or

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BGI or any of the guarantors intended to, or believed that we or it would, incur debts beyond its ability to pay as they mature.

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If a court were to find that the issuance of the Notes or a guarantee (or the related security interests) was a fraudulent transfer or fraudulent conveyance, the court could void the payment obligations under the Notes or such guarantee or further subordinate the Notes or such guarantee to presently existing and future indebtedness of BGI or such guarantor, require the holders of the Notes to repay any amounts received with respect to the Notes or such guarantee or void or otherwise decline to enforce the security interests and

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related security agreements in respect thereof. In the event of a finding that a fraudulent conveyance or fraudulent transfer occurred, you may not receive any repayment on the Notes. Further, the voidance of the Notes could result in an event of default with respect to our other debt and that of the guarantors that could result in acceleration of such debt.

The measures of insolvency for purposes of fraudulent conveyance or fraudulent transfer laws vary depending upon the law of the jurisdiction that is being applied, such that we cannot be certain as to the standards a court would use to determine whether or not BGI or the guarantors were solvent at the relevant time, or regardless of the standard used, that any payments to the holders of the Notes did not constitute preferences, fraudulent transfers or fraudulent conveyances on other grounds or that the issuance of the Notes and the guarantees would not be subordinated to BGI’s or any guarantor’s other debt. Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

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the sum of its debts, including contingent liabilities, was greater than the fair value of all its assets;

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the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

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it could not pay its debts as they become due.

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As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee or security interest to the extent such guarantor did not obtain a reasonably equivalent benefit from the issuance of the Notes. Thus, if the guarantees were legally challenged, any guarantee could be subject to the claim that, since the guarantee was incurred for BGI’s benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than reasonably equivalent value or fair consideration. Therefore, a court could void the obligations under the guarantees (and the related security interests), subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the Notes.

In addition, the liability of each guarantor under its guarantee may be limited to the amount that will result in such guarantee not constituting a preference, fraudulent conveyance or improper corporate distribution or otherwise being set aside. A bankruptcy court decision in Florida (that was later reinstated by the applicable court of appeals on other grounds) questioned the validity of such a savings clause in a guarantee.

In addition, any payment by BGI or a guarantor pursuant to the Notes or a guaranty made at a time that BGI or a guarantor were found to be insolvent could be avoided and required to be returned to BGI or such guarantor or to a fund for the benefit of BGI’s or such guarantor’s creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give such insider or outsider party more than such creditors would have received in a distribution in a hypothetical Chapter 7 case under the Bankruptcy Code.

Finally, as a court of equity, the bankruptcy court may otherwise subordinate the claims in respect of the Notes to other claims against BGI under the principle of equitable subordination, if the court determines that: (i) the holder of the Notes engaged in some type of inequitable conduct; (ii) such inequitable conduct resulted in injury to BGI’s other creditors or conferred an unfair advantage upon the holder of the Notes; and (iii) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

Because each guarantor’s liability under its guarantees may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from some or all of the guarantors.

You have the benefit of the guarantees of the guarantors. However, the guarantees by the guarantors are limited to the maximum amount that the guarantors are permitted to guarantee under applicable law. As a result, a guarantor’s liability under its guarantee could be reduced to zero, depending on the amount of other obligations of such guarantor. Also, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of each guarantor. Further, under the circumstances

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discussed more fully above, a court under federal or state fraudulent conveyance and fraudulent transfer statutes could void the obligations under a guarantee (and the related security interests) or further subordinate it to all other obligations of the guarantor. In addition, you will lose the benefit of a particular guarantee if it is released under certain circumstances described under “Description of First Priority Notes—Subsidiary Guarantees and Parent Guarantee,” and “Description of Second Priority Notes—Subsidiary Guarantees and Parent Guarantee.”

The terms of our senior secured credit facilities and the indentures governing the Notes and the existing second priority senior secured notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

The credit agreements governing our senior secured credit facilities and the indentures governing the Notes and the existing second priority senior secured notes contain, and any future indebtedness of ours would likely contain, a number of restrictive covenants that will impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

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incur or guarantee additional debt;

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pay dividends and make other restricted payments;

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create or incur certain liens;

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make certain investments;

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engage in sales of assets and subsidiary stock;

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enter into transactions with affiliates;

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transfer all or substantially all of our assets or enter into merger or consolidation transactions; and

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make capital expenditures.

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In addition, under certain circumstances our revolving credit facility requires us to maintain a minimum fixed charge coverage ratio. As a result of these covenants, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

A failure to comply with the covenants contained in our senior secured credit facilities, the indentures governing the Notes or the indentures governing our existing second priority senior secured notes could result in an event of default under our senior secured credit facilities, the indentures governing the Notes or the indentures governing our existing second priority senior secured notes, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. In the event of any default under our senior secured credit facilities, the indentures governing the Notes or the indentures governing our existing second priority senior secured notes, the lenders thereunder:

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will not be required to lend any additional amounts to us;

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could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;

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may have the ability to require us to apply all of our available cash to repay these borrowings; or

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may prevent us from making debt service payments under our other agreements, including the indentures governing the Notes, any of which could result in an event of default under the Notes.

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If the indebtedness under our senior secured credit facilities, our existing second priority senior secured notes or our other indebtedness, including the Notes, were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. See “Description of Other Indebtedness,” “Description of First Priority Notes” and “Description of Second Priority Notes.”

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We may not be able to repurchase the Notes upon a change of control.

Upon a change of control as defined in the indentures governing the Notes, we will be required to make an offer to repurchase all outstanding Notes at 101% of their principal amount and an offer to repurchase all outstanding existing second priority senior secured notes at 101% of their principal amount, in each case plus accrued and unpaid interest, unless we have previously given notice of our intention to exercise our right to redeem the Notes or unless such obligation is suspended. See “Description of First Priority Notes—Change of Control” and “Description of Second Priority Notes—Change of Control.” We may not have sufficient financial resources to purchase all of the Notes that are tendered upon a change of control offer or, if then permitted under the indentures governing the Notes, to redeem the Notes. A failure to make the applicable change of control offer or to pay the applicable change of control purchase price when due would result in a default under each of the applicable indentures. The occurrence of a change of control would also constitute an event of default under BGI’s senior secured credit facilities and may constitute an event of default under the terms of our other indebtedness. The terms of the credit agreements governing BGI’s senior secured credit facilities and the indentures governing BGI’s existing second priority senior secured notes limit, and the indentures governing the Notes will limit, our right to purchase or redeem certain indebtedness. In the event any purchase or redemption is prohibited, we may seek to obtain waivers from the required lenders under BGI’s senior secured credit facilities or holders of our existing second priority senior secured notes and the Notes to permit the required repurchase or redemption, but the required holders of such indebtedness have no obligation to grant, and may refuse to grant such a waiver. Absent such a waiver, the indentures for the Notes will require us to repay all obligations under such senior secured credit agreements in order to eliminate such prohibitions; however, we may not have sufficient financial resources to do so and may not be able to refinance such obligations on commercially reasonable terms (or at all). A change of control is defined in the indentures governing the Notes and would not include all transactions that could involve a change of control of our day-to-day operations, including a transaction involving the Management Group as defined in the indentures governing the Notes. See “Description of First Priority Notes—Change of Control” and “Description of Second Priority Notes—Change of Control.”

You may not be able to resell the Notes because there is no established market for them and one may not develop.

The Notes will not be registered under the Securities Act, and will constitute a new issue of securities with no established trading market. There can be no assurance as to:

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the liquidity of any trading market that may develop;

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the ability of holders to sell their Notes; or

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the price at which the holders will be able to sell their Notes.

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If a trading market were to develop, the Notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debt securities, BGI’s and its subsidiaries’ financial performance and the interest of securities dealers in making a market in the Notes.

BGI understands that the initial purchasers presently intend to make a market in the Notes. However, they are not obligated to do so, and any market-making activity with respect to the Notes may be discontinued at any time without notice. In addition, any market-making activity may be limited by applicable law. There can be no assurance that an active market will exist for the Notes or that any trading market that does develop will be liquid. Even if an active trading market for the Notes does develop, there is no guarantee that it will continue. The market, if any, for the Notes may experience disruptions, and such disruptions may adversely affect the liquidity in the market or the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the Notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, its performance and other factors.

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Holders of the Notes will not be entitled to registration rights, and BGI will not register the notes under U.S. federal or state securities laws. There are restrictions on your ability to transfer or resell the Notes.

The Notes are being offered and sold pursuant to an exemption from the registration under the Securities Act and applicable state securities laws, and BGI will not register the Notes under the U.S. federal or state securities laws or the laws of any other jurisdiction. The holders of the Notes will not be entitled to require BGI to register the Notes for resale or otherwise. Therefore, if you transfer or resell the Notes in the United States, you may transfer or resell them only in a transaction registered under or exempt from the registration requirements of the Securities Act and applicable state securities laws, and you may be required to bear the risk of your investment for an indefinite period of time. See “The Offering—Transfer Restrictions.”

Our variable rate indebtedness subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings drawn under our revolving credit facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.

We have entered into, and in the future we continue to enter into, interest rate swaps that involve the exchange of floating for fixed-rate interest payments to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any such swaps may not fully mitigate our interest rate risk, may prove disadvantageous, or may create additional risks.

If a bankruptcy or reorganization case is commenced, bankruptcy laws may prevent the release of the funds in the segregated escrow accounts.

If the Escrow Issuer commences a bankruptcy or reorganization case before the proceeds from the offering are released from escrow as described under ‘‘Description of First Priority Notes—Escrow of Gross Proceeds’’ and “Description of Second Priority Notes—Escrow of Gross Proceeds’’ or one is commenced against it during that period, applicable bankruptcy laws may prevent the escrow agents from releasing the funds in the segregated escrow accounts or applying those funds to effect a special mandatory redemption of the Notes or otherwise applying those funds for the benefit of the holders of the Notes. The court adjudicating any such case might find that such segregated escrow accounts are the property of the bankruptcy estate. If it makes such a determination, the court could authorize the use of these funds by the bankruptcy estate or the bankruptcy trustee, if one is appointed with or without restrictions. Also, although the amounts in the segregated escrow accounts will be pledged as collateral for payment, if required, of the special mandatory redemption price, the ability of holders of the Notes to realize such funds would be subject to certain bankruptcy law limitations in the event of any such bankruptcy. Among other things, the automatic stay provisions of the federal bankruptcy laws generally prohibit secured creditors from foreclosing upon or disposing of a debtors’ property without prior bankruptcy court approval (which may not be given under the circumstances). As a result, the holders of the Notes may not be able to have the escrowed funds applied at the time or in the manner contemplated by the indentures governing the Notes and could suffer a loss as a result.

Prior to the satisfaction of the Escrow Conditions and the BGI Assumption, the Escrow Issuer will be the sole obligor on the Notes and it does not have has any independent operations.

Prior to the satisfaction of the Escrow Conditions, you will only be able to look to the Escrow Issuer to pay obligations on the Notes. The Escrow Issuer is a limited purpose subsidiary with only nominal assets, other than the proceeds of the Notes held in segregated escrow accounts by the Escrow Issuer, and no independent operations. Until the BGI Assumption, no other entity will have any obligation to make payment on the Notes. If the satisfaction of the Escrow Conditions does not occur by October 29, 2019, or such earlier date as BGI determines in its sole discretion that any of the Escrow Conditions, including the BGI Assumption, cannot be satisfied or the escrow agent and collateral agreements related thereto are

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terminated at any time prior thereto, the Escrow Issuer will be obligated, however, to make a special mandatory redemption of the Notes as described elsewhere in this offering memorandum using the proceeds of the Notes held in the segregated escrow accounts.

The RPC Acquisition is dependent upon the satisfaction of conditions that may not be able to be completed prior to October 29, 2019 or at all, causing the failure of an Escrow Condition and a mandatory special redemption.

Although we believe that the RPC Acquisition will occur prior to October 29, 2019, there can be no assurance as to such timing. As consummation of the RPC Acquisition is an Escrow Condition, the nonoccurrence thereof would cause a mandatory special redemption, which would lower the expected return on the Notes.

Certain restrictive covenants in the indentures will be terminated, and the requirement to make an offer to repurchase the Notes upon certain changes of control will be suspended, if the Notes are rated investment grade by any two or more credit ratings agencies.

Certain restrictive covenants in the indentures governing the Notes will be terminated, and the “change of control” covenant in the Indentures governing the Notes will be suspended, if the Notes are rated investment grade by any two or more of Moody’s, S&P and Fitch provided at such time no default has occurred and is continuing. If these restrictive covenants cease to apply, we may take actions, such as incurring additional debt, undergoing a change of control transaction or paying certain dividends or distributions that would otherwise be prohibited under the indentures. There can be no assurance that the Notes will ever be rated investment grade. However, termination or suspension of these covenants, as applicable, would allow us to engage in certain transactions that would not have been permitted while these covenants were in force, and the effects of any such transactions will be permitted to remain in place even if the Notes are subsequently downgraded below investment grade. Ratings are given by these rating agencies based upon analyses that include many subjective factors and we cannot assure that investment grade ratings, if granted will reflect all of the factors that would be important to holders of the Notes.

The events of default will be more limited under the indentures during the Certain Funds Period.

It is intended that the RPC Acquisition will be implemented by either (i) a court-sanctioned Scheme of Arrangement under Part 26 of the UK Companies Act 2006 and under the City Code or (b) in certain circumstances, a Takeover Offer, in each case subject to certain terms and conditions of the Panel on Takeovers and Mergers in the United Kingdom (including, among other things, a cash confirmation requirement). Therefore during the “Certain Funds Period” (See “Description of First Priority Notes—Certain Definitions” and “Description of Second Priority Notes—Certain Definitions”), the events of default applicable under the indentures will be limited to (1) payment defaults, (2) the merger covenant, (3) bankruptcy/insolvency, and (4) certain guarantee and collateral issues, in each case relating solely to Berry, the Issuer, Acquisition SPV and/or Berry Plastics Opco, Inc. (and not with respect to any other subsidiary). Your rights under the indentures to exercise remedies are more limited during the Certain Funds Period.

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CAPITALIZATION

The following table sets cash and cash equivalents and capitalization of Berry Global Group, Inc. as of March 30, 2019: both on an actual basis; and on a pro forma basis, as adjusted to give effect to the RPC Acquisition, this offering and the intended use of the proceeds therefrom. You should read this table in conjunction with the consolidated financial statements and the related notes included in or incorporated by reference into this offering memorandum and “Summary—The RPC Acquisition,” “Use of Proceeds,” and “Unaudited Pro Forma Condensed Combined Financial Information.”

(1)

We expect to incur $2.7 billion and the euro equivalent of  $1.5 billion from the Incremental Term Loans in connection with the completion of the RPC Acquisition. The Incremental Term Loans will have a maturity date that is seven years after the date of the closing of the RPC Acquisition. The Incremental Term Loans will rank pari passu in right of payment with all of our other senior indebtedness and will be secured on a ratable basis with BGI’s existing term loans. The terms of the Incremental Term Loans, other than interest rates, amortization and maturity, are substantially identical to those of BGI’s existing term loans. See “Description of Other Indebtedness.”

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(2)

On May 1, 2019, the revolving line of credit maturity was extended from 2020 to 2025 and was increased from $750 million to $850 million. In addition, following the completion of the RPC Acquisition, we may retain certain existing working capital lines of credit of RPC and its subsidiaries.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following tables set forth unaudited pro forma condensed combined financial information of Berry as of and for (i) the four quarterly periods ended September 30, 2018 and (ii) the four quarterly periods ended March 30, 2019 for Berry and September 30, 2018 for RPC. The pro forma financial information has been derived by application of pro forma adjustments to our audited and unaudited historical consolidated financial statements incorporated by reference in this offering memorandum.

The Berry historical financial data as of and for the two quarterly periods ended March 30, 2019 and March 31, 2018 is derived from our unaudited financial statements incorporated by reference in this offering memorandum. The Berry historical financial data for the twelve-month period ended March 30, 2019 have been derived by taking our audited consolidated financial statements for the year ended September 29, 2018, less our two-quarterly period ended March 31, 2018, plus our two-quarterly period ended March 30, 2019.

The unaudited pro forma condensed combined financial information includes estimated adjustments directly attributable to the RPC Acquisition that are expected to have a continuing impact on us. The pro forma adjustments are described in the notes accompanying the unaudited pro forma condensed combined financial information. The pro forma adjustments are based upon publicly available information and certain assumptions we believe are reasonable. The unaudited pro forma condensed combined financial information does not purport to represent what our results of operations and financial condition would have been had the RPC Acquisition occurred as of the dates indicated, nor does it project our results of operations for any future period or our financial condition at any future date.

Following consummation of the RPC Acquisition, the Company will prepare pro forma financial statement that would be required to be compliant with the requirements of Article 11 of Regulation S-X. The Company may identify material differences between the accounting policies of the two companies that, when conformed, could have a material impact on the condensed consolidated financial statements that has not been presented within this financial information. No assurance can be given that there will not be differences between the pro forma financial information included in this offering memorandum and the pro forma financial statements that Berry will be required to file with the SEC or that such differences will not be material.

RPC’s historical financial statements were prepared in accordance with International Financial Standards as adopted by the European Union (“IFRS”), which differ from U.S. GAAP. RPC’s historical audited financial statements utilized for this offering memorandum are as of and for the fiscal years ended March 31, 2018 and March 31, 2017 (including the comparative financial information for the year ended March 31, 2016) and are included elsewhere in this offering memorandum. RPC’s historical unaudited interim financial statements utilized for this offering memorandum are as of and for six-month period ended September 30, 2018 (including the comparative financial information for the six-month period ended September 30, 2017) and are included elsewhere in this offering memorandum. RPC has not reported historical financial statements for any periods subsequent to the six-month period ended September 30, 2018, and RPC is not required under its jurisdiction of organization nor the exchange upon which its shares are listed (the London Stock Exchange) to have published more recent financial statements. Consequently, the unaudited pro forma data included in this offering memorandum is based on RPC’s trailing twelve-month financial information as of and for the period ended September 30, 2018 and does not align with Berry’s latest twelve-months ended March 30, 2019. Within the pro forma information presented in this offering memorandum, the Company has made various material adjustments to reflect known IFRS to GAAP differences based on RPC’s publicly available information and certain assumptions we believe are reasonable. Adjustments were also made to translate RPC’s financial statements from British Pounds to U.S. dollars based upon applicable historical exchange rates, which may differ materially from future exchange rates.

RPC has not restated its audited consolidated financial statements to reflect the discontinued operations disclosed within the unaudited interim financial statements for the six-month period ended September 30, 2018. The unaudited financial statements for RPC as of and for the six months ended September 30, 2018 have been prepared in accordance with International Accounting Standard 34 for Interim Financial Reporting. In the preparation of these financial statements, comparative amounts have

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been restated to reflect (1) the separate presentation of discontinued operations due to the disposal of the Letica Foodservice line of business, disposed in September 2018, and the European injection molding automotive and Bridge of Allan lines of business classified as assets held for sale during the year and (2) the finalization of the Astrapak acquisition accounting which resulted in adjustments to goodwill and fixed assets in the March 31, 2018 and September 30, 2017 balance sheets.

The unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies or presentation unless otherwise noted.

The unaudited pro forma condensed combined financial information should be read in conjunction with Berry’s “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our and RPC’s historical consolidated financial statements, in each case included elsewhere or incorporated by reference in this offering memorandum.

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Berry Global Group, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 30, 2019 (Berry) & September 30, 2018 (RPC)
($ in millions)