UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  July 15, 2013

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 (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02              Results of Operations and Financial Condition.

On July 15, 2013, Berry Plastics Group, Inc. (the “company” or “we”) disclosed certain estimated financial information related to its results of operations for the quarter ending on June 29, 2013:

For the June 2013 quarter, we estimate that net sales declined to a range of $1,217 to $1,227 million from $1,242 million in the June 2012 quarter. This decrease of 1% to 2% is primarily related to soft customer demand. Also, we estimate that Adjusted EBITDA will be $206 to $211 million for the June 2013 quarter compared to $203 million in the June 2012 quarter. This increase of 1% to 4% is primarily related to cost reduction efforts and productivity improvements partially offset by additional costs associated with organic growth initiatives. Estimated net debt at June 29, 2013 was $3,917 million. Assuming our initial public offering and 2013 debt refinancing occurred at the beginning of the period, our interest expense for the four quarter period ended June 29, 2013 would be approximately $48 million lower. Adjusted EBITDA is a non-GAAP measure. The following tables reconcile the company’s estimated net income to the company’s estimate of Adjusted EBITDA for the June 2013 quarter and four quarter period ended June 29, 2013:

_________

(a)   Adjusted EBITDA and Operating EBITDA should not be considered in isolation or construed as an alternative to our net income (loss) or other measures as determined in accordance with GAAP. In addition, other companies in our industry or across different industries may calculate Adjusted EBITDA and Operating EBITDA and the related definitions differently than we do, limiting the usefulness of our calculation of Adjusted EBITDA and Operating EBITDA as comparative measures. Operating EBITDA and Adjusted EBITDA are among the indicators used by the company’s management to measure the performance of the company’s operations and thus the company’s management believes such information may be useful to investors. Such measures are also among the criteria upon which performance-based compensation may be based.

We define “Adjusted EBITDA” as net income (loss) before depreciation and amortization, income tax expense (benefit), interest expense (net) and certain restructuring and business optimization charges and as adjusted for unrealized cost reductions and acquired businesses, including unrealized synergies, which are more particularly defined in our credit documents and the indentures governing our notes. Adjusted EBITDA is used by our lenders for debt covenant compliance purposes and by our management as one of several measures to evaluate management performance. Adjusted EBITDA eliminates certain charges that we believe do not reflect operations and underlying operational performance. Although we use Adjusted EBITDA as a financial measure to assess the performance of our business, the use of Adjusted EBITDA has important limitations, including that (1) Adjusted EBITDA does not represent funds available for dividends, reinvestment or other discretionary uses, or account for one-time expenses and charges; (2) Adjusted EBITDA does not reflect cash outlays for capital expenditures or contractual commitments; (3) Adjusted EBITDA does not reflect changes in, or cash

The preliminary financial and operating results for the June 2013 quarter are forward-looking statements based on preliminary estimates and reflect the best judgment of our management but involve a number of risks and uncertainties which could cause actual results to differ materially from those set forth in our estimates and from past results, performance or achievements. Such preliminary results are subject to finalization of our quarterly financial and accounting procedures and should not be viewed as a substitute for full interim financial statements prepared in accordance with GAAP and reviewed by our auditors. Consequently, there can be no assurances that the actual financial and operating results for the third quarter ended June 29, 2013 will be identical to the preliminary estimates set forth above, and any variation between our actual results and the estimates set forth above may be material. In addition, such results do not purport to indicate our results of operations for any future period beyond the quarter ended June 29, 2013. Ernst & Young LLP has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.

The information in Item 2.02 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01              Other Events. 

On July 15, 2013, the company issued a press release in connection with the commencement of a proposed secondary public offering of 15,000,000 shares of the company’s common stock by certain funds affiliated with Apollo Global Management, LLC and certain funds affiliated with Graham Partners, Inc. (collectively, the “Selling Stockholders”).  The underwriters will have a 30-day option to purchase up to an additional 2,250,000 shares of common stock from the Selling Stockholders.  The company itself is not selling any shares and will not receive any proceeds from the proposed offering, and it will not change the number of shares of the company’s common stock that are currently outstanding.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01              Financial Statements and Exhibits

Exhibit No.            Description                                                                                                             

99.1                        Press Release of Berry Plastics Group, Inc., dated July 15, 2013              

SIGNATURE

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 hereunto duly authorized.

                            BERRY PLASTICS GROUP, INC.

Date:  July 15, 2013                                                  By:     /s/ Jason K. Greene                                           

Name:   Jason K. Greene

Title:     Executive Vice President and General Counsel

NEWS RELEASE

Media Contact:

Eva Schmitz

812.306.2424

evaschimitz@berryplastics.com 

Investor Contact:

Dustin Stilwell

812.306.2964

dustinstilwell@berryplastics.com 

FOR IMMEDIATE RELEASE

Berry Plastics Group, Inc. Announces Proposed Secondary Public Offering

EVANSVILLE, Ind. – July 15, 2013 – Berry Plastics Group, Inc. (NYSE: BERY) (the “Company”) announced today the commencement of a proposed secondary public offering of 15,000,000 shares of the Company’s common stock by certain funds affiliated with Apollo Global Management, LLC and certain funds affiliated with Graham Partners, Inc. (collectively, the “Selling Stockholders”).  The underwriters will have a 30-day option to purchase up to an additional 2,250,000 shares of common stock from the Selling Stockholders. The Company itself is not selling any shares and will not receive any proceeds from the proposed offering, and it will not change the number of shares of the Company’s common stock that are currently outstanding.

Citigroup, BofA Merrill Lynch, Deutsche Bank Securities, Goldman, Sachs & Co., Credit Suisse, Baird and Barclays are acting as joint book-running managers for the offering.

SunTrust Robinson Humphrey, Wells Fargo Securities and Apollo Global Securities are acting as co-managers for the offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective.  These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  A preliminary prospectus relating to the offering has been filed with the Securities and Exchange Commission and is available on its Web site, http://www.sec.gov/. Copies of the preliminary prospectus also may be obtained from:  Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717  (Tel: 800-831-9146) or BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department, email dg.prospectus_requests@baml.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Berry Plastics  

Berry Plastics Group, Inc. is a leading provider of value-added plastic consumer packaging and engineered materials delivering high-quality customized solutions to our customers with annual net sales of $4.8 billion in fiscal 2012. With world headquarters in Evansville, Indiana, the Company's common stock is listed on the New York Stock Exchange under the ticker symbol BERY.

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. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company 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 the companies’ Securities and Exchange Commission filings. The companies do 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.