Berry Plastics Group, Inc. Announces Tender Offer and Consent Solicitation for Any and All Outstanding 9½ Percent Second

  Berry Plastics Group, Inc. Announces Tender Offer and Consent Solicitation
  for Any and All Outstanding 9½ Percent Second Priority Senior Secured Notes
  Due 2018 of Berry Plastics Corporation

Business Wire

EVANSVILLE, Ind. -- April 28, 2014

Berry Plastics Group, Inc. (“Berry Group”) announced today the launch on April
28, 2014, by Berry Plastics Corporation, Berry Group’s wholly owned subsidiary
(the “Issuer”), of a cash tender offer and consent solicitation with respect
to any and all of the Issuer’s outstanding 9½ percent Second Priority Senior
Secured Notes due 2018 (the “Notes”) issued under an indenture dated as of
April 30, 2010, (the “Indenture”). The Notes and other information relative to
the tender offer and consent solicitation are set forth in the table below.

           Outstanding                   Consent     Tender Offer      Consent     Total
CUSIP    Principal      Security   Date      Consideration   Payment   Consideration
           Amount ^ (1)                              ^ (2)             ^(3)        ^ (2) (3)
                            9½%          5:00
                            Second       p.m.,
                            Priority     New
085790     $500,000,000     Senior       York        $1,022.50         $30.00      $1,052.50
AU7                         Secured      City
                            Notes        time,
                            due 2018     May 9,
                                         2014

(1)   As of April 28, 2014.
        For each $1,000 principal amount of Notes, excluding accrued but
(2)     unpaid interest thereon, which will be paid in addition to the Tender
        Offer Consideration or the Total Consideration, as applicable.
(3)     For each $1,000 principal amount of Notes tendered prior to the
        Consent Date.
        

In connection with the tender offer, the Issuer is soliciting the consents of
the holders of the Notes to proposed amendments to the Indenture (the
“Proposed Amendments”). The principal purpose of the consent solicitation and
the Proposed Amendments is to eliminate substantially all of the restrictive
covenants, eliminate or modify certain events of default and eliminate or
modify related provisions contained in the Indenture. In order for the
Proposed Amendments to be effective, holders of at least a majority of the
outstanding aggregate principal amount of the Notes must consent to the
Proposed Amendments. Holders who tender Notes are obligated to consent to the
Proposed Amendments and holders may not deliver consents without tendering the
related Notes.

Each holder who validly tenders its Notes and delivers consents to the
Proposed Amendments prior to 5:00 p.m., New York City time, on May 9, 2014,
unless such time is extended by the Issuer (the “Consent Date”), will receive,
if such Notes are accepted for purchase pursuant to the tender offer, the
total consideration of $1,052.50, which includes $1,022.50 as the tender offer
consideration and $30.00 as a consent payment. In addition, accrued interest
up to, but not including, the applicable payment date of the Notes will be
paid in cash on all validly tendered and accepted Notes.

The tender offer is scheduled to expire at midnight, New York City time, on
May 23, 2014, unless extended (the “Expiration Date”). Tendered Notes may be
withdrawn and consents may be revoked at any time prior to the Consent Date
but not thereafter, subject to limited exceptions. Holders who validly tender
their Notes and deliver their consents after the Consent Date will receive
only the tender offer consideration and will not be entitled to receive a
consent payment if such Notes are accepted for purchase pursuant to the tender
offer.

The Issuer reserves the right, at any time or times following the Consent Date
but prior to the Expiration Date (such time, the “Early Acceptance Time”), to
accept for purchase all the Notes validly tendered prior to the Early
Acceptance Time. If the Issuer elects to exercise this option, it will pay the
total consideration for the Notes accepted for purchase at the Early
Acceptance Time on such date or dates (each such date, the “Early Payment
Date”) promptly following the Early Acceptance Time. Also on the Early Payment
Date, the Issuer will pay accrued and unpaid interest up to, but not
including, the Early Payment Date on the Notes accepted for purchase at the
Early Acceptance Time. The Issuer currently expects that the Early Payment
Date will be May 12, 2014.

Subject to the terms and conditions of the tender offer and the consent
solicitation, the Issuer will, at such time or times after the Expiration Date
(such time, the “Final Acceptance Time”), accept for purchase all the Notes
validly tendered prior to the Expiration Date (or if the Issuer has exercised
its early purchase option described above, all the Notes validly tendered
after the Early Acceptance Time and prior to the Expiration Date). The Issuer
will pay the total consideration or tender offer consideration for the Notes
accepted for purchase at the Final Acceptance Time on such date or dates (each
such date, the “Final Payment Date”) promptly following the Final Acceptance
Time. Also on the Final Payment Date, the Issuer will pay accrued and unpaid
interest up to, but not including, the Final Payment Date on the Notes
accepted for purchase at the Final Acceptance Time. The Issuer currently
expects that the Final Payment Date will be May 27, 2014.

The consummation of the tender offer and the consent solicitation is
conditioned upon, among other things, (i) the issuance of an aggregate
principal amount of new second priority senior secured notes acceptable to the
Issuer in its sole discretion, with terms (including economic terms)
acceptable to the Issuer in its sole discretion, to permit the closing of the
tender offer, consent solicitation, the redemption of the Notes, if required,
and related transactions, and the availability of proceeds from the issuance
of the new notes necessary to pay the applicable total consideration and
interest to the Early Payment Date or the Final Payment Date, as the case may
be, for validly tendered Notes and/or to redeem Notes, if required (including
any applicable premiums and fees and expenses), and (ii) the receipt of the
consents of holders of at least a majority of the outstanding aggregate
principal amount of the Notes to the Proposed Amendments, and the execution of
the supplemental indenture giving effect to the Proposed Amendments.

If any of the conditions are not satisfied, the Issuer may terminate the
tender offers and return tendered Notes. The Issuer has the right to waive any
of the foregoing conditions with respect to the Notes. In addition, the Issuer
has the right, in its sole discretion, to terminate the tender offer and/or
the consent solicitation at any time, subject to applicable law.

This announcement shall not constitute an offer to purchase or a solicitation
of an offer to sell any securities. The complete terms and conditions of the
tender offer and consent solicitation are set forth in an Offer to Purchase
and Consent Solicitation Statement dated April 28, 2014 and the related
Consent and Letter of Transmittal (the “Offer Documents”) that are being sent
to holders of the Notes. The tender offer and consent solicitation are being
made only through, and subject to the terms and conditions set forth in, the
Offer Documents and related materials.

Credit Suisse Securities (USA) LLC will act as Dealer Manager and Solicitation
Agent for the tender offer and consent solicitation. Questions regarding the
tender offer or consent solicitation may be directed to Liability Management
Group at (800) 820-1653 (toll-free) or at (212) 538-2147 (collect).

Global Bondholder Services Corporation will act as the Information Agent for
the tender offer and consent solicitation. Requests for the Offer Documents
may be directed to Global Bondholder Services Corporation at 212-430-3774 (for
brokers and banks) or (866) 470-4300 (for all others).

Neither the Board of Directors of Berry Group or the Issuer, nor any other
person, makes any recommendation as to whether holders of Notes should tender
their Notes or provide the related consents, and no one has been authorized to
make such a recommendation. Holders of Notes must make their own decisions as
to whether to tender their Notes and provide the related consents, and if they
decide to do so, the principal amount of the Notes to tender. Holders of the
Notes should read carefully the Offer Documents and related materials before
any decision is made with respect to the tender offer and consent
solicitation.

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 $4.6 billion in fiscal
2013. With world headquarters in Evansville, Indiana, the Company’s common
stock is listed on the New York Stock Exchange under the ticker symbol BERY.
For additional information, visit the Company’s website at
www.berryplastics.com.

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 companies 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.

Contact:

Berry Plastics Group, Inc.
Media Contact:
Eva Schmitz, 812-306-2424
evaschmitz@berryplastics.com
or
Investor Contact:
Dustin Stilwell, 812-306-2964
dustinstilwell@berryplastics.com
 
Press spacebar to pause and continue. Press esc to stop.