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): November 7, 2019
(Exact name of registrant as specified in charter)
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(State of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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(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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 8.01 |
Other Events.
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On November 7, 2019, Berry Global Group, Inc. (the “Company”) issued a press release announcing the redemption
of $100 million aggregate principal amount of 6.00% Second Priority Senior Secured Notes due 2022 (the “Notes”) issued by Berry Global, Inc. (as successor to Berry Plastics Escrow Corporation) (“BGI”), a wholly owned subsidiary of the Company, a copy
of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
On November 7, 2019, BGI delivered to the holders of the Notes a notice of redemption (the “Notice”), notifying those
noteholders that, pursuant to Article 3 of the Indenture, dated as of October 1, 2015 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) between BGI (as successor to Berry Plastics Escrow Corporation) and U.S. Bank National Association, as trustee, BGI has elected to redeem $100 million in aggregate principal amount of the outstanding Notes, in accordance with the
terms of the Indenture and the Notes (the “Redemption Notes”).
Pursuant to the Notice, the Redemption Notes are called for redemption on December 9, 2019 (the “Redemption Date”). The
redemption price for the Redemption Notes shall be equal to 101.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (the “Redemption Amount”). Following such redemption, the Company expects
that $300 million in aggregate principal amount of the Notes will remain outstanding. BGI intends to fund the Redemption Amount with cash on hand.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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BERRY GLOBAL GROUP, INC.
(Registrant)
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Date: November 9, 2019
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By:
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/s/ Jason K. Greene |
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| Jason K. Greene |
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| Executive Vice President and Chief Legal Officer |
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News Release
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FOR IMMEDIATE RELEASE
Berry Global Announces Partial Redemption of Second Priority Senior Secured Notes Due 2022
EVANSVILLE, Ind. – November 7, 2019 – Berry Global
Group, Inc. (“Berry” or the “Company”) (NYSE: BERY) announced today that its wholly owned subsidiary, Berry Global, Inc., has elected to redeem $100 million aggregate principal amount of its 6.00% Second Priority Senior Secured Notes due 2022 (the
“Notes”), in accordance with the optional redemption provisions provided in the indenture governing the Notes. The Notes will be redeemed on December 9, 2019 (the “Redemption Date”) at a redemption price of 101.500% of the aggregate principal
amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the Redemption Date. Following such redemption, Berry expects that $300 million in aggregate principal amount of the Notes will remain outstanding. Berry Global, Inc.
intends to use cash on hand to fund the redemption.
This press release does not constitute a notice of redemption.
Beneficial holders of the Notes with any questions should contact the brokerage firm or financial institution through which they hold the Notes.
About Berry
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 that are increasingly light-weighted and easier to recycle or reuse. The Company is a leading global supplier of a broad range of innovative rigid, flexible, and nonwoven products used
every day within consumer and industrial end markets. Berry, a Fortune 500 company, has over 48,000 employees and generated approximately $13 billion of sales in fiscal year 2018 on a combined pro forma basis from operations that span over 290
locations on six continents.
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.
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.
Dustin Stilwell
1+812.306.2964
ir@berryglobal.com
Media Contact:
Eva Schmitz
1+812.306.2424
evaschmitz@berryglobal.com