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): September 8, 2023
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
(812 ) 424-2904
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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 7.01. Regulation
FD Disclosure.
On September 8, 2023, Berry Global Group, Inc. (“Berry”) announced that it has initiated a formal process to evaluate strategic alternatives
for its Health, Hygiene and Specialties segment. A copy of the press release announcing the pricing of the offering is furnished as Exhibit 99.1 hereto.
The information in Item 7.01 of this Current Report on Form 8-K and the exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless
of any general incorporation language in such filing.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description
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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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Dated: September 8, 2023
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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, Chief Legal Officer and Secretary
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Exhibit 99.1
Berry Global Announces Review of Strategic Alternatives for its
Health, Hygiene and Specialties Segment
EVANSVILLE, Ind. – Sept. 8, 2023 – Berry Global Group, Inc. (NYSE: BERY) (“Berry” or the “Company”), today announced that it has initiated a formal process to
evaluate strategic alternatives for its Health, Hygiene and Specialties segment (“HH&S”).
HH&S is a leading provider of nonwovens, specialty films, and tapes for a broad range of end markets, including healthcare, hygiene, consumer, building
and construction, and industrials. The segment is well-positioned in its core businesses, providing value-added products to many of the world’s leading brand owners.
The Company is considering a wide range of available alternatives to maximize shareholder value, including, but not limited to, a sale, strategic partnership
or joint venture, spin-off to shareholders, or other separation transaction for some or all of the businesses within HH&S. Importantly, the Company expects current members of the HH&S leadership team will continue to lead the business in any
anticipated outcome.
“An ongoing objective of the Berry Board is to constantly look for ways to drive long-term value for our stakeholders, which includes continuously evaluating
our portfolio to ensure the Company is best positioned to execute on its strategic objectives,” said Tom Salmon, Berry Chairman and Chief Executive Officer. “Following an extensive analysis by the Board and management team, with support from our
incoming CEO Kevin Kwilinski, we have decided to explore strategic alternatives for the HH&S businesses as we continue to seek to enhance value through strategic portfolio management. As always, we will be disciplined throughout this process and
will only take actions that we believe are in the best interest of the Company and our stakeholders.”
There is no deadline or definitive timetable set for completion of the strategic alternatives process. There can be no assurance any proposal will be made or
accepted, any agreement will be executed, or any transaction will be consummated, in connection with this review. Berry does not intend to make further announcements regarding the review of strategic alternatives unless and until the Board approves a
specific transaction or otherwise determines further disclosure is appropriate or necessary.
The Board has retained Citigroup Global Markets, Inc. and Wells Fargo Securities, LLC as its financial advisors, and Bryan Cave Leighton Paisner LLP as its
legal advisor to assist with the strategic alternatives process.
About Berry Global
At Berry Global Group, Inc. (NYSE: BERY), we create innovative packaging and engineered products that we believe make life better for people and the planet.
We do this every day by leveraging our unmatched global capabilities, sustainability leadership, and deep innovation expertise to serve customers of all sizes around the world. Harnessing the strength in our diversity and industry-leading talent of
40,000 global employees across more than 250 locations, we partner with customers to develop, design, and manufacture innovative products with an eye toward the circular economy. The challenges we solve and the innovations we pioneer benefit our
customers at every stage of their journey. For more information, visit our website, or connect with us on LinkedIn or Twitter. (BERY- F)
Investor Contact:
Dustin Stilwell
+1 812.306.2964
ir@berryglobal.com
Media Contact:
Amy Waterman
+1 812.306.2435
mediarelations@berryglobal.com