Berry Global Group, Inc. Launches Exchange Offers for Senior Secured Notes
Berry Global Group, has announced the commencement of an exchange offer by its wholly-owned subsidiary, Berry Global. The offer aims to exchange up to $800,000,000 of the Issuer’s newly issued 5.650% First Priority Senior Secured Notes due 2034 and up to $800,000,000 of the Issuer’s 5.800% First Priority Senior Secured Notes due 2031 (together, the “Exchange Notes”) for an equal principal amount of the Issuer’s existing unregistered 5.650% First Priority Senior Secured Notes due 2034 and unregistered 5.800% First Priority Senior Secured Notes due 2031 (the “Outstanding Notes”). This exchange offer is being conducted under a transaction that is registered in accordance with the Securities Act of 1933, as amended.
The Berry Global terms of the exchange offers, including the conditions of the offer, are set forth in a prospectus dated January 14, 2025, and the accompanying letter of transmittal, which holders of the Outstanding Notes must follow to participate in the exchange process.
Key Differences Between the Exchange Notes and the Outstanding Notes
The Berry Global Exchange Notes offered in this exchange transaction are substantively identical to the Outstanding Notes with certain important differences. These differences include the following:
- Registration and Transferability: The Exchange Notes will be registered under the Securities Act of 1933 and, therefore, will not be subject to the transfer restrictions that apply to the Outstanding Notes. Consequently, the Exchange Notes will not bear any legend restricting their transfer, making them more easily tradable on the open market.
- CUSIP Numbers: The Exchange Notes will bear a different CUSIP number than the Outstanding Notes, allowing for a distinct identification for each series of notes.
- No Transfer Restrictions: Unlike the Outstanding Notes, which may be subject to certain transfer restrictions, the Exchange Notes will not have any such limitations. This provides greater flexibility for investors who wish to transfer or trade these notes in the future.
- No Additional Interest Provisions: The Exchange Notes will not be entitled to any additional interest provisions that apply to the Outstanding Notes under certain circumstances, particularly regarding the timing of the exchange offers. This stipulation may be relevant for investors who have held the Outstanding Notes for an extended period.
Details of the Exchange Offers
The Berry Global exchange offers are available exclusively to holders of the Outstanding Notes. Berry Global, Inc. has set the expiration date for the exchange offers as 5:00 p.m. Eastern Time on February 11, 2025, though this date may be extended if necessary. Holders of the Outstanding Notes who wish to participate in the exchange offers must submit their notes in accordance with the procedures outlined in the offering prospectus and the related letter of transmittal.
Holders of the Outstanding Notes can choose to withdraw their tenders at any time before the expiration date of the exchange offers. To do so, they must follow the withdrawal instructions provided in the offering documents. This flexibility allows investors to reconsider their participation in the exchange offer should market conditions change or if they wish to hold their notes for a longer period.
Exchange Process and Agency
U.S. Bank Trust Company, National Association has been appointed as the exchange agent for the exchange offers. The exchange agent will facilitate the exchange process and ensure that the tendering holders of the Outstanding Notes receive the new Exchange Notes in exchange for their existing notes, subject to the terms and conditions outlined in the prospectus.
Interested holders of the Outstanding Notes may obtain copies of the prospectus and the related letter of transmittal from U.S. Bank Trust Company, National Association. These documents contain the full details of the exchange offers, including instructions for submitting notes and additional terms and conditions.
Why Berry Global is Conducting the Exchange Offers
Berry Global is undertaking this exchange offer as part of its ongoing strategy to optimize its capital structure and manage its debt obligations effectively. By offering a registered version of the notes, Berry aims to provide its existing bondholders with enhanced liquidity and greater flexibility in managing their investments. Furthermore, the exchange offer will reduce the outstanding unregistered notes, which can help streamline Berry’s financial operations and potentially lower future costs associated with maintaining these securities.
In addition, the exchange offer enables Berry to continue its focus on maintaining a robust balance sheet, which is crucial for supporting its long-term business strategy and growth initiatives. By replacing the existing unregistered notes with registered securities, Berry is positioning itself for better access to capital markets and strengthening its financial foundation.
Important Considerations for Holders of Outstanding Notes
Holders of Berry Global the Outstanding Notes should carefully review the terms and conditions of the exchange offers, including the detailed instructions in the offering documents, to determine if participating in the exchange is in their best interest. It is important for noteholders to evaluate factors such as the registration status of the new Exchange Notes, the potential for increased liquidity, and the absence of transfer restrictions.
Additionally, investors should consider the expiration date of the exchange offers and ensure that they adhere to the specified timeline for submitting their notes if they wish to participate. Given that the exchange offers are structured to expire on Berry Global February 11, 2025, any holders who miss the deadline may forfeit their opportunity to exchange their unregistered notes for the registered Exchange Notes.
Berry Global’s announcement of the exchange offers represents a significant step in optimizing its capital structure, providing its bondholders with the opportunity to exchange unregistered notes for newly issued, registered securities. With the potential for increased liquidity and the removal of transfer restrictions, the exchange offers could be an Berry Global attractive option for holders of the Outstanding Notes. Interested parties are encouraged to review the prospectus and accompanying materials to understand the specific terms of the offer and to ensure they comply with the necessary procedures if they wish to participate. The exchange offers are set to expire on February 11, 2025, and holders of the Outstanding Notes must act within this timeframe to take advantage of the opportunity.
