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Berry Global Announces Early Tender Results of Tender Offer for Certain Outstanding 4.875% First Priority Senior Secured Notes Due 2026

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Berry Global has announced the early tender results for its 4.875% First Priority Senior Secured Notes due 2026. By May 24, 2024, $935.55 million of the $1.25 billion outstanding notes had been tendered. The company will accept up to $500 million of these notes, with a proration rate of approximately 53.48%. The early tender consideration includes a fixed spread plus a $30 premium per $1,000 principal amount. The early settlement date is anticipated to be on May 29, 2024. Goldman Sachs & Co. is the dealer manager for this tender offer.

Positive
  • Berry Global successfully tendered $935.55 million of its outstanding notes, indicating strong investor participation.
  • The company offers a $30 early tender premium per $1,000 principal amount, which may incentivize early participation.
  • Early settlement date is just days after the tender expiration, suggesting efficient handling of the transactions.
  • The company anticipates no acceptance of notes tendered after the early tender time, potentially reducing future liabilities.
Negative
  • The tender offer is to $500 million, meaning only 53.48% of the tendered notes will be accepted, leaving a significant amount of debt outstanding.
  • Investors who tendered beyond the $500 million cap may face unexpected proration, reducing their anticipated returns.
  • The company's plan to finance this tender offer could depend on market conditions, introducing an element of financial risk.
  • Outstanding notes still amount to over $300 million post-tender, maintaining a considerable debt load.

The early tender results for Berry Global's tender offer for its outstanding 4.875% First Priority Senior Secured Notes due 2026 provide substantial information about the company's financial strategies and market confidence. The key takeaway here is that Berry successfully attracted significant participation from noteholders, with $935.55 million tendered against a maximum tender amount of $500 million. This high participation rate (approximately 74.84% of the outstanding notes) suggests robust interest and confidence from investors in the company's financial health and strategic direction.

From a financial perspective, reducing outstanding debt through this tender offer can positively impact Berry's balance sheet by lowering interest expenses, improving cash flow and potentially enhancing credit ratings, which can lead to more favorable borrowing costs in the future. Additionally, the company is offering an early tender premium of $30 per $1,000 principal amount, which incentivizes early participation and is a strategic move to manage liabilities efficiently.

Short-term implications: The immediate effect of this tender offer is a reduction in the company's outstanding high-interest debt, which could enhance profitability by reducing interest expenses. It also sends a positive signal to the market regarding the company's proactive debt management.

Long-term implications: Over the long term, this move could positively influence Berry's creditworthiness and financial stability, potentially leading to better financing terms and increased investor confidence.

Berry Global's early tender results reflect broader market trends and investor sentiment. The high participation rate in the tender offer can be interpreted as a strong vote of confidence from bondholders, indicating that they trust the company's strategic direction and financial health. This move is particularly relevant in the current economic climate, where companies are reassessing their debt structures to mitigate risks associated with rising interest rates and economic uncertainties. The fact that Berry is repurchasing these notes indicates a strategic effort to optimize their capital structure by reducing debt liabilities.

From a market perspective, this tender offer aligns with ongoing trends of companies seeking to retire or refinance high-interest debt. For investors, this indicates Berry's proactive approach to managing its financial obligations, which could lead to an improved market perception and potentially higher stock valuations in the future. The proration rate of approximately 53.48% also suggests that there was greater demand to tender these notes than the company was willing to accept, highlighting strong investor interest in the offering.

Short-term implications: Investors might see this as a positive development, potentially boosting Berry's stock price in the short term due to improved investor sentiment and perceived financial prudence.

Long-term implications: This move could enhance Berry's financial resilience and operational flexibility, which are critical factors in sustaining long-term growth and stability in competitive markets.

EVANSVILLE, Ind.--(BUSINESS WIRE)-- Berry Global Group, Inc. (NYSE: BERY) (“Berry”), a leading supplier of packaging solutions for consumer goods and industrial products, announced today the early tender results in respect of the previously announced tender offer (the “Tender Offer”) by Berry Global, Inc., its wholly owned subsidiary (the “Company”) to purchase for cash its outstanding 4.875% First Priority Senior Secured Notes due 2026 (the “Notes”).

Early Tender Results

As of 5:00 p.m., New York City time, on May 24, 2024 (such time and date, the “Early Tender Time”), according to information provided by Global Bondholder Services Corporation, the depository and information agent for the Tender Offer, the aggregate principal amount of the Notes set forth in the table below under “Principal Amount Tendered at Early Tender Time” had been validly tendered in the Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City Time, on May 24, 2024.

Title of Security

CUSIP Nos.

ISINs

Principal Amount Outstanding

Maximum Tender Amount

Principal
Amount
Tendered as of
May 24, 2024

U.S. Treasury Reference Security

Bloomberg Reference Page

Fixed Spread

Early Tender Premium(1)(2)

4.875% First Priority Senior Secured Notes due 2026

085770 AA3 U0740VAA1

US085770AA31

USU0740VAA18

$1,250,000,000

$500,000,000

$935,554,000

4.875% U.S. Treasury due April 30, 2026

FIT1

+60bps

$30

(1)

Per $1,000 principal amount.

(2)

The Early Tender Consideration for Notes validly tendered prior to or at the Early Tender Time (as defined below) and accepted for purchase is calculated using the Fixed Spread (as defined below) and is inclusive of the Early Tender Premium.

Priority of acceptance and proration

Since the principal amount of Notes tendered as of the Early Tender Time exceeds the Maximum Tender Amount, the Notes validly tendered at or prior to the Early Tender Time will be subject to proration as described in the section “The Terms of the Tender Offer—Maximum Tender Amount; Priority of Acceptance; Proration” of the Offer to Purchase using a proration rate of approximately 53.48%. The Company does not anticipate accepting for purchase any Notes validly tendered after the Early Tender Time.

Consideration and accrued interest

The consideration (the “Early Tender Consideration”) offered per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time, and accepted for purchase pursuant to the Tender Offer, will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified therein, calculated as of 10:00 a.m., New York City time, on May 28, 2024 (the “Price Determination Time”), unless extended or the Tender Offer is earlier terminated by the Company.

Only holders of Notes who validly tendered their Notes at or prior to the Early Tender Time, and whose Notes have been accepted for purchase, will receive the Early Tender Consideration.

In addition to the Early Tender Consideration, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.

Settlement

The Company reserves the right, in its sole discretion, to pay for Notes that are validly tendered at or prior to the Early Tender Time, and that are accepted for purchase, on a date following the Early Tender Time and prior to the Expiration Time (the “Early Settlement Date”). The Company anticipates that the Early Settlement Date will be May 29, 2024, the second business day after the Early Tender Time, subject to all conditions to the Tender Offer, including a financing condition, having been satisfied or waived by the Company.

Dealer Manager and Depositary and Information Agent

The Company has appointed Goldman Sachs & Co. LLC as dealer manager (the “Dealer Manager”) for the Tender Offer. The Company has retained Global Bondholder Services Corporation as the depositary and information agent for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect). Requests for documents and questions regarding the tendering of securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (855) 654‑2015 (toll-free) or 001‑212‑430-3774 (international), by email at contact@gbsc-usa.com or at www.gbsc-usa.com/berry/ or to the Dealer Manager at its telephone numbers.

This press release shall not constitute, or form part of, an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

From time to time after completion of the Tender Offer, the Company or its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender or exchange offers or other methods, or the Company may redeem Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the Notes than the terms of the Tender Offer.

About Berry

At Berry Global Group, Inc. (NYSE: BERY), we create innovative packaging solutions 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 over 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 X. (BERY-F)

Forward-Looking Statements

Certain statements and information in this release that are not historical, including statements relating to the Tender Offer and the Offer to Purchase, may constitute “forward looking statements” within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the 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,” “projects,” “outlook,” “anticipates” or “looking forward,” or similar expressions that relate to our strategy, plans, intentions, or expectations. 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 and other statements that are not historical facts are forward-looking statements. 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 due to a variety of factors, including without limitation: (1) risks associated with our substantial indebtedness and debt service; (2) changes in prices and availability of resin and other raw materials and our ability to pass on changes in raw material prices to our customers on a timely basis; (3) risks related to acquisitions or divestitures and integration of acquired businesses and their operations, and realization of anticipated cost savings and synergies; (4) risks related to international business, including transactional and translational foreign currency exchange rate risk and the risks of compliance with applicable export controls, sanctions, anti-corruption laws and regulations; (5) increases in the cost of compliance with laws and regulations, including environmental, safety, and climate change laws and regulations; (6) labor issues, including the potential labor shortages, shutdowns or strikes, or the failure to renew effective bargaining agreements; (7) risks related to disruptions in the overall global economy, persistent inflation, supply chain disruptions, and the financial markets that may adversely impact our business; (8) risk of catastrophic loss of one of our key manufacturing facilities, natural disasters, and other unplanned business interruptions; (9) risks related to weather-related events and longer-term climate change patterns; (10) risks related to the failure of, inadequacy of, or attacks on our information technology systems and infrastructure; (11) risks that our restructuring programs may entail greater implementation costs or result in lower cost savings than anticipated; (12) risks related to future write-offs of substantial goodwill; (13) risks of competition, including foreign competition, in our existing and future markets; (14) risks related to market conditions associated with our share repurchase program; (15) risks related to market disruptions and increased market volatility; and (16) the other factors and uncertainties discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K filed on November 17, 2023 and subsequent filings with the Securities and Exchange Commission. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. New factors may emerge from time to time, and it is not possible for us to predict new factors, nor can we assess the potential effect of any new factors on us. Accordingly, readers should not place undue reliance on those statements. All forward-looking statements are based upon information available to us on the date hereof. All forward-looking statements are made only as of the date hereof and we undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Investor Contact:

Dustin Stilwell

VP, Investor Relations

+1 (812) 306 2964

ir@berryglobal.com

Source: Berry Global Group, Inc.

FAQ

What are the early tender results for Berry Global's 4.875% notes due 2026?

As of May 24, 2024, Berry Global successfully tendered $935.55 million out of $1.25 billion in outstanding notes.

What is the proration rate for Berry Global's tender offer?

The proration rate for Berry Global's tender offer is approximately 53.48%.

What is the early tender premium for Berry Global's notes?

The early tender premium for Berry Global's notes is $30 per $1,000 principal amount.

When is the early settlement date for Berry Global's tendered notes?

The early settlement date for Berry Global's tendered notes is anticipated to be May 29, 2024.

What amount of notes will Berry Global accept in the tender offer?

Berry Global will accept up to $500 million of the tendered notes.

Who is managing the tender offer for Berry Global?

Goldman Sachs & Co. is the dealer manager for Berry Global's tender offer.

Berry Global Group, Inc.

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About BERY

berry plastics (nyse: bery) is a leading global manufacturer of plastic packaging products and protection materials serving multiple markets including food, beverage, personal care, household chemical, healthcare and industrial. berry plastics serves more than 15,000 customers, including some of the world’s largest cpg manufacturers and strategically expanding internationally to serve the needs of the rapidly growing global markets. with a history of acquisitions, berry plastics has grown to account for 119 global manufacturing locations in 17 countries and employs over 21,000 individuals.