Bond Berry Global Group 5.125% ( US085790AY96 ) in USD

Berry Global Group

100 % ▼

United States

US085790AY96 ( in USD )

5.125% per year ( payment 2 times a year)

14/07/2023 - Bond has expired

Prospectus brochure of the bond Berry Global Inc US085790AY96 in USD 5.125%, expired

2 000 USD

700 000 000 USD

085790AY9

BB ( Non-investment grade speculative )

B2 ( Highly speculative )

Berry Global Inc. is a leading global manufacturer of plastic packaging and engineered materials, serving diverse end markets including food, healthcare, consumer products, and industrial applications.

Berry Global Inc.'s USD 700,000,000 5.125% bonds (CUSIP: 085790AY9, ISIN: US085790AY96), maturing July 14, 2023, have reached maturity and been redeemed at 100%, with a minimum purchase amount of 2,000, rated BB by S&P and B2 by Moody's, paying semi-annually.

424B2
424B2 1 d931350d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-194030
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Amount to be
Offering Price Per
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Registered

Share

Price
Registration Fee(1)
5.125% Second Priority Senior Secured Notes due 2023 of Berry
Plastics Corporation

$700,000,000

100%

$700,000,000

$81,340

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 5, 2014
$700,000,000

Berry Plastics Corporation
a wholly owned subsidiary of
Berry Plastics Group, Inc.
5.125% Second Priority Senior Secured Notes due 2023

Berry Plastics Corporation ("BPC"), a wholly owned subsidiary of Berry Plastics Group, Inc. ("Berry") is offering $700,000,000 aggregate
principal amount of 5.125% Second Priority Senior Secured Notes due 2023 (the "Notes"). Interest on the Notes will be payable semiannually, in
cash in arrears, on January 15 and July 15 of each year, commencing on January 15, 2016. The Notes will mature on July 15, 2023.
Concurrently with this offering, and pursuant to an offer to purchase dated May 21, 2015, BPC is conducting a tender offer to purchase for
cash any and all of its outstanding 9.75% Second Priority Senior Secured Notes due 2021 (the "2021 Notes") issued under the Indenture dated as of
November 19, 2010 (as supplemented, the "2021 Notes Indenture"), of which $800 million aggregate principal amount is currently outstanding.
BPC expects to use the proceeds of this offering, together with existing liquidity, to fund the repurchase of the 2021 Notes pursuant to the tender
offer or subsequent redemption of the 2021 Notes and to pay related fees and expenses, including the tender premium, underwriting fees and other
costs of this offering and the repurchase or redemption of the 2021 Notes.
The Notes and the guarantees thereof will be the unsubordinated obligations of BPC and the guarantors. The Notes and the guarantees by
existing and future subsidiary guarantors will be secured by a second priority security interest in substantially all of the assets of BPC and the
existing and future subsidiary guarantors that guarantee its obligations under its senior secured credit facilities, subject to certain specified
exceptions and permitted liens, and will rank equally in right of payment to all of BPC's and such guarantors' existing and future unsubordinated
indebtedness. Berry's guarantee of the Notes will be unsecured. The right of holders of the Notes to receive proceeds of the collateral will be
contractually junior to the rights of holders of any of BPC's indebtedness constituting first priority lien obligations, including holders of BPC's
obligations under its senior secured credit facilities, and will be contractually equal to the rights of holders of BPC's existing second priority senior
secured notes.
BPC may redeem the Notes, in whole or in part, at any time on or after July 15, 2018 at the redemption prices specified in "Description of
Second Priority Notes--Optional Redemption," plus accrued and unpaid interest to the redemption date. Prior to July 15, 2018, BPC may redeem
some or all of the Notes at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest, if any, to the
redemption date plus the "applicable premium" described in this prospectus supplement. Additionally, on or prior to July 15, 2018, BPC may
http://www.sec.gov/Archives/edgar/data/55454/000119312515198529/d931350d424b2.htm[5/22/2015 2:49:49 PM]

424B2
redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds of specified equity offerings at the redemption price
specified in "Description of Second Priority Notes--Optional Redemption," plus accrued and unpaid interest, if any, to the redemption date.
Investing in the Notes involves risks. See the risks that are described in the "Risk Factors" section beginning on page S-13 of this
prospectus supplement, beginning on page 3 of the accompanying prospectus and in the documents incorporated by reference in this
prospectus supplement.

Proceeds to
Underwriting
Company
Price to
Discounts and
(before

Public

Commissions

expenses)

Per Note

100.0%

0.875%

99.125%
Total

$700,000,000
6,125,000
693,875,000

Delivery of the Notes in book-entry form through the facilities of The Depository Trust Company will be made to purchasers on or about June
5, 2015.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
Joint Book-Running Managers

Citigroup

Barclays

BofA Merrill Lynch
Deutsche Bank Securities

Goldman, Sachs & Co.

Wells Fargo Securities
Co-Managers

BMO Capital Markets

Credit Suisse

J.P. Morgan

US Bancorp
The date of this prospectus supplement is May 21, 2015.
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying
prospectus and any free writing prospectus with respect to the offering filed with the Securities and Exchange Commission (the "SEC").
Neither we nor the underwriter has authorized anyone to provide you with additional or different information. If anyone provides you
with additional, different or inconsistent information, you should not rely on it. We are not making an offer of these securities in any state
or other jurisdiction where the offer is not permitted. You should assume that the information in this prospectus supplement, in the
accompanying prospectus and in any free writing prospectus with respect to the offering filed with the SEC and the documents
incorporated by reference is accurate only as of their respective dates regardless of its time of delivery or the time of any sales of the Notes.
Our business, financial condition, results of operations or cash flows may have changed since the date of this prospectus supplement.
TABLE OF CONTENTS

Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
INFORMATION INCORPORATED BY REFERENCE
S-iii
INDUSTRY AND MARKET DATA
S-iv
NON-GAAP FINANCIAL MEASURES
S-iv
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-vi
SUMMARY

S-1
SUMMARY HISTORICAL FINANCIAL DATA

S-3
THE OFFERING

S-6
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
S-11
RISK FACTORS
S-13
USE OF PROCEEDS
S-25
CAPITALIZATION
S-26
DESCRIPTION OF OTHER INDEBTEDNESS
S-27
DESCRIPTION OF SECOND PRIORITY NOTES
S-31
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-98
UNDERWRITING (CONFLICTS OF INTEREST)
S-104
http://www.sec.gov/Archives/edgar/data/55454/000119312515198529/d931350d424b2.htm[5/22/2015 2:49:49 PM]

424B2
LEGAL MATTERS
S-108
EXPERTS
S-108
Prospectus

ABOUT THIS PROSPECTUS

ii
WHERE YOU CAN FIND MORE INFORMATION

iii
INFORMATION INCORPORATED BY REFERENCE

iii
INDUSTRY AND MARKET DATA

iv
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

v
THE COMPANY

1
RISK FACTORS

3
USE OF PROCEEDS

4
RATIO OF EARNINGS TO FIXED CHARGES

5
SELLING STOCKHOLDERS

6
DESCRIPTION OF CAPITAL STOCK

7
DESCRIPTION OF DEBT SECURITIES

13
DESCRIPTION OF GUARANTEES

16
PLAN OF DISTRIBUTION

17
LEGAL MATTERS

19
EXPERTS

19

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the Notes we are offering and
certain other matters relating to us and our financial condition. The second part, the accompanying prospectus, gives more general information
about securities we or the selling stockholders may offer from time to time, some of which may not apply to the Notes we are offering. You should
read this prospectus supplement along with the accompanying prospectus, as well as the documents incorporated by reference. If the description of
the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus
supplement.
As used in this prospectus supplement, "Berry" means Berry Plastics Group, Inc., "BPC" means Berry Plastics Corporation, and the
"Company," "we," "our" and "us" mean Berry and its subsidiaries (including BPC) on a consolidated basis.

S-ii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3, as amended by Amendment No. 1 thereto, with respect to the securities
offered hereby. This prospectus supplement does not contain all the information set forth in the registration statement, parts of which are omitted in
accordance with the rules and regulations of the SEC. For further information with respect to us and the securities offered hereby, reference is
made to the registration statement.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document
we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains our reports, proxy statements and
other information regarding us at http://www.sec.gov. Our SEC filings are also available free of charge on our website at
http://www.berryplastics.com. Our website and the information contained therein or connected thereto shall not be deemed to be
incorporated into this prospectus or registration statement of which this prospectus forms a part and you should not rely on any such
information in making your investment decision.
INFORMATION INCORPORATED BY REFERENCE
http://www.sec.gov/Archives/edgar/data/55454/000119312515198529/d931350d424b2.htm[5/22/2015 2:49:49 PM]

424B2
The SEC allows us to "incorporate by reference" in this prospectus supplement the information in other documents that we file with it, which
means that we can disclose important information to you by referring you to those publicly filed documents. The information incorporated by
reference is considered to be a part of this prospectus supplement, and information in documents that we file later with the SEC will automatically
update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement or the
accompanying prospectus. Accordingly, we incorporate by reference in this prospectus supplement the documents listed below and any future
filings that Berry makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (File Number 001-35672) prior to the termination of the offering of securities under this prospectus supplement (excluding information
deemed to be furnished and not filed with the SEC), which shall be deemed to be incorporated by reference and to be a part of this prospectus
supplement from the respective dates of filing thereof:

·
Annual Report on Form 10-K for the fiscal year ended September 27, 2014, filed with the SEC on November 24, 2014 (as amended by

Form 10-K/A filed with the SEC on February 2, 2015);

·
The information responsive to Part III of Form 10-K for the fiscal year ended September 27, 2014 provided in Berry's Definitive Proxy

Statement for the 2015 Annual Meeting of Stockholders, filed with the SEC on January 26, 2015;

·
Quarterly Reports on Form 10-Q for the quarterly periods ended March 28, 2015 and December 27, 2014, filed with the SEC on May 5,

2015 and January 30, 2015, respectively; and

·
Current Reports on Form 8-K filed October 6, 2014, November 19, 2014, November 21, 2014 (excluding Item 2.02 and related Exhibit

99.1), January 8, 2015, January 30, 2015 (excluding Item 2.02 and related Exhibit 99.1), March 10, 2015, May 1, 2015 (excluding
Item 2.02, related Exhibit 99.1), May 14, 2015 (as amended by Form 8-K/A filed with the SEC on May 20, 2015) and May 21, 2015.
We will provide without charge to each person to whom a copy of this prospectus supplement has been delivered, upon written or oral
request, a copy of any or all of the documents we incorporate by reference in this prospectus supplement, other than any exhibit to any of those
documents, unless we have specifically incorporated that exhibit by reference into the information this prospectus supplement incorporates. You
may request copies by writing or telephoning us at the following:
Berry Plastics Group, Inc.
101 Oakley Street
Evansville, IN 47710
Attention: General Counsel
(812) 424-2904

S-iii
Table of Contents
INDUSTRY AND MARKET DATA
This prospectus supplement and the accompanying prospectus, and any document incorporated by reference into this prospectus supplement
and the accompanying prospectus, may include industry and trade association data, forecasts and information that we have prepared based, in part,
upon data, forecasts and information obtained from independent trade associations, industry publications and surveys and other information
available to us. Some data are also based on our good-faith estimates, which are derived from management's knowledge of the industry and
independent sources. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from
sources believed to be reliable. Although we believe these sources are reliable, we have not independently verified the information. In certain of
the markets in which we operate, it may be difficult to directly ascertain industry or market data. Unless otherwise noted, statements as to our
market share and market position are approximated and based on management experience and estimates using the above-mentioned third-party
data combined with our internal analysis and estimates. While we are not aware of any misstatements regarding our industry data presented in the
applicable documents, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed
under the heading "Risk Factors" in this prospectus supplement and the accompanying prospectus, as well as the documents incorporated by
reference into this prospectus supplement and the accompanying prospectus. Similarly, while we believe our internal research is reliable, such
research has not been verified by any independent sources.
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA and Adjusted Free Cash Flow, as presented in this prospectus supplement, are supplemental financial measures that are not
required by, or presented in accordance with, generally accepted accounting principles in the United States ("GAAP"). Adjusted EBITDA and
Adjusted Free Cash Flow are not GAAP financial measures and should not be considered as an alternative to operating or net income or cash flows
from operating activities, in each case determined in accordance with GAAP. We define "Adjusted EBITDA" as operating income before
depreciation, amortization, and certain restructuring and business optimization charges and as adjusted for unrealized cost reductions and acquired
http://www.sec.gov/Archives/edgar/data/55454/000119312515198529/d931350d424b2.htm[5/22/2015 2:49:49 PM]

424B2
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. While the determination of appropriate adjustments in the calculation of Adjusted EBITDA is subject to interpretation
under the terms of the Credit Facility, management believes the adjustments described above are in accordance with the covenants in the Credit
Facility. 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 requirements for, working capital; (4) Adjusted EBITDA does not reflect the interest expense or the
cash requirements necessary to service interest or principal payments on indebtedness; (5) Adjusted EBITDA does not reflect income tax expense
or the cash necessary to pay income taxes; (6) Adjusted EBITDA excludes depreciation and amortization and, although depreciation and
amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA
does not reflect cash requirements for such replacements; and (7) Adjusted EBITDA does not reflect the impact of earnings or charges resulting
from matters we consider not to be indicative of our ongoing operations.
We define "Adjusted Free Cash Flow" as cash flow from operating activities less additions to property, plant and equipment and payments of
the tax receivable agreement. We use Adjusted Free Cash Flow as a measure of liquidity because it assists us in assessing our company's ability to
fund its growth through its

S-iv
Table of Contents
generation of cash. We believe Adjusted Free Cash Flow is useful to an investor in evaluating our liquidity because Adjusted Free Cash Flow and
similar measures are widely used by investors, securities analysts and other interested parties in our industry to measure a company's liquidity
without regard to revenue and expense recognition, which can vary depending upon accounting methods. Although we use Adjusted Free Cash
Flow as a liquidity measure to assess our ability to generate cash, the use of Adjusted Free Cash Flow has important limitations, including that:
(1) Adjusted Free Cash Flow does not reflect the cash requirements necessary to service principal payments on our indebtedness; and (2) Adjusted
Free Cash Flow removes the impact of accrual basis accounting on asset accounts and non-debt liability accounts.
These non-GAAP financial measures may be calculated differently by other companies, including other companies in our industry, limiting
their usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA and Adjusted Free Cash Flow
alongside other performance measures and liquidity measures, including operating income, various cash flow metrics, net income and our other
GAAP results.

S-v
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement contains, and the accompanying prospectus and any free writing prospectus and documents incorporated by
reference in this prospectus supplement or the accompanying prospectus supplement may contain, "forward-looking statements" that involve risks
and uncertainties. You can identify forward-looking statements because they contain words such as "believes," "expects," "may," "will," "should,"
"would," "could," "seeks," "approximately," "intends," "plans," "estimates," or "anticipates" or similar expressions that relate to our strategy,
plans or intentions. 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 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. We derive many of our forward-looking statements from our operating budgets and
forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very
difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-
looking statements are based upon information available to us on, and speak only as of, the date of the applicable document in which they are
contained.
Important factors that could cause actual results to differ materially from our expectations, which we refer to as cautionary statements, are
disclosed under the heading "Risk Factors" and elsewhere in this prospectus supplement and the accompanying prospectus, as well as documents
incorporated by reference into this prospectus supplement or the accompanying prospectus, as the same may be amended, supplemented or
http://www.sec.gov/Archives/edgar/data/55454/000119312515198529/d931350d424b2.htm[5/22/2015 2:49:49 PM]

424B2
superseded from time to time by our filings under the Exchange Act, including, without limitation, in conjunction with the forward-looking
statements included in this prospectus supplement. All forward-looking information in this prospectus supplement, and the accompanying
prospectus and any free writing prospectus and documents incorporated by reference in this prospectus supplement or the accompanying prospectus
supplement, and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly
qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

·
risks associated with our substantial indebtedness and debt service;

·
changes in prices and availability of resin and other raw materials and our ability to pass on changes in raw material prices on a timely

basis;

·
performance of our business and future operating results;

·
risks related to our acquisition strategy and integration of acquired businesses;

·
reliance on unpatented know-how and trade secrets;

·
increases in the cost of compliance with laws and regulations, including environmental, safety, production and product laws and

regulations;

·
risks related to disruptions in the overall economy and the financial markets that may adversely impact our business;

·
catastrophic loss of one of our key manufacturing facilities, natural disasters and other unplanned business interruptions;

·
risks of competition, including foreign competition, in our existing and future markets;

·
general business and economic conditions, particularly an economic downturn;

·
the ability of our insurance to cover fully our potential exposures;

S-vi
Table of Contents

·
risks that our restructuring programs may entail greater implementation costs or result in lower cost savings than anticipated; and

·
the other factors discussed in the section of this prospectus supplement and the accompanying prospectus titled "Risk Factors."
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in
light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus supplement and the
accompanying prospectus and any free writing prospectus and documents incorporated by reference in this prospectus supplement or the
accompanying prospectus may not in fact occur. Accordingly, investors should not place undue reliance on those statements. We undertake no
obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as
otherwise required by law.

S-vii
Table of Contents
SUMMARY
The following summary highlights information contained elsewhere in this prospectus supplement and the documents we incorporate by
reference and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this
prospectus supplement, the accompanying prospectus and the documents we incorporate by reference. This summary is not complete and may
not contain all of the information that may be important to you. You should carefully read the entire prospectus, including the "Risk Factors"
section and our consolidated financial statements and notes to those statements, before making an investment decision.
Our Company
We are a leading provider of value-added plastic consumer packaging and engineered materials with a track record of delivering high-
quality customized solutions to our customers. Representative examples of our products include drink cups, thin-wall containers, bottles,
specialty closures, prescription vials, specialty films, adhesives, and corrosion protection materials. We sell our solutions predominantly into
consumer-oriented end-markets, such as food and beverage, healthcare and personal care.
http://www.sec.gov/Archives/edgar/data/55454/000119312515198529/d931350d424b2.htm[5/22/2015 2:49:49 PM]

424B2
We believe that we have created one of the largest product libraries in our industry, allowing us to be a comprehensive solution provider
to our customers, which consist of a diverse mix of leading global, national, mid-sized regional and local specialty businesses. The size and
scope of our customer network allows us to introduce new products we develop or acquire to a vast audience that is familiar with our brand. In
fiscal 2014, no single customer represented more than approximately 2% of Berry Group's net sales and its top ten customers represented
approximately 17% of net sales. We believe our manufacturing processes and ability to leverage our scale to reduce expenses on items, such as
raw materials, position us as a low-cost manufacturer relative to our competitors. We organize our business into four operating divisions:
Rigid Open Top, Rigid Closed Top, Engineered Materials and Flexible Packaging. Additional financial information about our business
segments is provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the "Notes to
Consolidated Financial Statements," each of which is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended
September 27, 2014, filed with the SEC on November 24, 2014 (as amended by Form 10-K/A filed with the SEC on February 2, 2015), and
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 28, 2015 and December 27, 2014, filed with the SEC on May 5,
2015 and January 30, 2015, respectively.
Berry was incorporated in Delaware on November 18, 2005. BPC, a wholly owned subsidiary of Berry, was incorporated in Delaware on
December 11, 1990. The principal executive offices of Berry and BPC are located at 101 Oakley Street, Evansville, Indiana 47710, and the
telephone number is (812) 424-2904. We also maintain an Internet site at http://www.berryplastics.com. Our website and the information
contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or registration statement of which this
prospectus forms a part and you should not rely on any such information in making your investment decision.

S-1
Table of Contents
The Guarantors
The following direct and indirect subsidiaries of BPC will, along with Berry, be the guarantors of the Notes:

· AeroCon, LLC
· Caplas LLC
· Berry Plastics IK, LLC
· Caplas Neptune, LLC
· Berry Plastics Acquisition Corporation V
· Captive Plastics Holdings, LLC
· Berry Plastics Acquisition Corporation IX
· Captive Plastics, LLC
· Berry Plastics Acquisition LLC X
· Cardinal Packaging, Inc.
· Berry Plastics Acquisition Corporation XI
· Covalence Specialty Adhesives LLC
· Berry Plastics Acquisition Corporation XII
· Covalence Specialty Coatings LLC
· Berry Plastics Acquisition Corporation XIII
· CPI Holding Corporation
· Berry Plastics Acquisition Corporation XV, LLC
· Grafco Industries Limited Partnership
· Berry Plastics Design, LLC
· Kerr Group, LLC
· Berry Plastics Filmco, Inc.
· Knight Plastics, LLC
· Berry Plastics Opco, Inc.
· Packerware, LLC
· Berry Plastics SP, Inc.
· Pescor, Inc.
· Berry Plastics Technical Services, Inc.
· Pliant Corporation International
· Berry Sterling Corporation
· Pliant, LLC
· BPRex Brazil Holding Inc.
· Poly-Seal, LLC
· BPRex Closure Systems, LLC
· Prime Label & Screen Incorporated
· BPRex Closures Kentucky Inc.
· Rollpak Corporation
· BPRex Closures, LLC
· Saffron Acquisition, LLC
· BPRex Delta Inc.
· Setco, LLC
· BPRex Healthcare Brookville Inc.
· Sun Coast Industries, LLC
· BPRex Healthcare Packaging Inc.
· Uniplast Holdings, LLC
· BPRex Plastic Packaging Inc.
· Uniplast U.S., Inc.
· BPRex Plastic Services Company Inc.
· Venture Packaging Midwest, Inc.
· BPRex Product Design and Engineering Inc.
· Venture Packaging, Inc.
· BPRex Specialty Products Puerto Rico Inc.

· Seal for Life Industries, LLC
Recent Development
Amended and Restated Revolving Credit Agreement
On May 14, 2015, we amended the credit agreement relating to BPC's existing $650 million secured, revolving credit facility to extend
http://www.sec.gov/Archives/edgar/data/55454/000119312515198529/d931350d424b2.htm[5/22/2015 2:49:49 PM]

424B2
the maturity date of the revolving credit facility to May 14, 2020 (subject to certain conditions) and to reduce interest margins and certain
commitment fees.
Tender Offer
On May 21, 2015, BPC commenced an offer (the "Tender Offer") to purchase for cash any and all of its outstanding 9.75% Second
Priority Senior Secured Notes due 2021 (the "2021 Notes") issued under the Indenture dated as of November 19, 2010 (as supplemented, the
"2021 Notes Indenture"). In conjunction with the Tender Offer, BPC is also soliciting consents (the "Consent Solicitation") from holders of
the 2021 Notes to certain proposed amendments to the 2021 Notes Indenture to eliminate substantially all of the restrictive covenants,
eliminate or modify certain events of default and eliminate or modify related provisions contained in the 2021 Notes Indenture. BPC intends
to fund the Tender Offer and Consent Solicitation with the net proceeds from this offering, together with existing liquidity.

S-2
Table of Contents
As of the date of this prospectus supplement, there was $800 million aggregate principal amount of 2021 Notes outstanding. Each holder
who validly tenders its 2021 Notes and consents in the Consent Solicitation prior to June 4, 2015 (the "Consent Date"), will receive, promptly
after such 2021 Notes are accepted for purchase pursuant to the Tender Offer, total consideration of $1,102.50 per $1,000 principal amount of
2021 Notes, which includes $1,072.50 as the tender offer consideration and $30.00 as a consent payment. Each holder who validly tenders its
2021 Notes after the Consent Date but before the close of the Tender Offer will receive, promptly after such 2021 Notes are accepted for
purchase pursuant to the Tender Offer, the tender offer consideration of $1,072.50 per $1,000 principal amount of 2021 Notes, but no consent
payment. The Tender Offer is scheduled to expire at 12:00 midnight, New York City time, on June 18, 2015 (the "Expiration Date"), unless
extended or earlier terminated.
The Tender Offer and Consent Solicitation are being made on the terms and subject to the conditions described in the offer to purchase,
dated May 21, 2015, relating to the Tender Offer (the "Offer to Purchase and Consent Solicitation"). The Tender Offer is conditioned upon the
satisfaction or waiver of certain conditions as set forth in the Offer to Purchase and Consent Solicitation, including the issuance of new debt in
an amount to permit the closing of the Tender Offer, Consent Solicitation and related transactions (unless waived). The Tender Offer is being
made solely pursuant to, and is governed by, the Offer to Purchase and Consent Solicitation. We cannot assure you that the Tender Offer will
be consummated in accordance with the terms described in the Offer to Purchase and Consent Solicitation, or at all, or that a significant
principal amount of the 2021 Notes will be tendered and purchased in the Tender Offer. This offering is not conditioned upon completion of
the Tender Offer. Nothing contained in this prospectus supplement should be construed as an offer to purchase any 2021 Notes, as the Tender
Offer is being made only to the recipients of the Offer to Purchase and Consent Solicitation, upon the terms and subject to the conditions set
forth therein. We expect to redeem any 2021 Notes not tendered to us and simultaneously discharge the indenture governing the 2021 Notes.
SUMMARY HISTORICAL FINANCIAL DATA
The following table sets forth certain historical financial data for Berry Plastics Group, Inc. This information should be read in
conjunction with, and is qualified by reference to, the section entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the audited and unaudited consolidated financial statements of Berry Plastics Group, Inc. and their notes included
in Berry's Annual Report on Form 10-K for the fiscal year ended September 27, 2014, filed with the SEC on November 24, 2014 (as amended
by Form 10-K/A filed with the SEC on February 2, 2015) and incorporated by reference herein, and Quarterly Report on Form 10-Q for the
quarterly period ended March 28, 2015, filed with the SEC on May 5, 2015 and incorporated by reference herein, as well as the other financial
information included in this prospectus supplement and the accompanying prospectus and documents incorporated by reference in this
prospectus supplement or the accompanying prospectus.
We derived the consolidated statement of operations data for fiscal 2014 as well as the consolidated balance sheet data at September 27,
2014 from Berry's audited consolidated financial statements included in Berry's Annual Report on Form 10-K for the fiscal year ended
September 27, 2014, filed with the SEC on November 24, 2014 and incorporated by reference herein. We derived the unaudited consolidated
statement of operations data for the two quarterly periods ended March 28, 2015 and March 29, 2014, as well as the unaudited consolidated
balance sheet data at March 28, 2015 from Berry's unaudited interim consolidated financial statements included in Berry's Quarterly Report on
Form 10-Q for the quarterly period ended March 28, 2015, filed with the SEC on May 5, 2015 and incorporated by reference herein. We
derived the unaudited interim consolidated balance sheet data at March 29, 2014 from Berry's unaudited interim consolidated financial
statements not included in this prospectus supplement or the accompanying prospectus. The unaudited interim consolidated financial
statements have been prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the financial information set

http://www.sec.gov/Archives/edgar/data/55454/000119312515198529/d931350d424b2.htm[5/22/2015 2:49:49 PM]

424B2
S-3
Table of Contents
forth in those statements. Berry's historical results are not necessarily indicative of results to be expected in any future period, and results for
the quarterly periods are not necessarily indicative of results to be expected for the full year.

Unaudited

Audited
Year ended
Two Quarterly
Two Quarterly
September
periods ended
periods ended
27,
($ in millions)

March 28, 2015
March 29, 2014
2014

Statement of Operations Data:

Net sales

$
2,444
$
2,350
$
4,958
Cost of sales

2,037

1,987

4,190
Operating expenses

227

223

452

Operating income

180

140

316
Other expenses

--

1

28
Interest expense, net

105

112

221

Income before income taxes

75

27

67
Income tax expense

24

9

4
Net income attributed to non-controlling interests

--

--

1

Net income attributed to the company

$
51
$
18
$
62

Comprehensive income

$
3
$
16
$
37

Unaudited

Audited
Year ended
Two Quarterly
Two Quarterly
September
periods ended
periods ended
27,
($ in millions)

March 28, 2015
March 29, 2014
2014

Balance Sheet Data (at period end):

Working capital(1)

$
758
$
684
$
665
Total assets

5,214

5,367

5,268
Long-term debt, less current portion

3,767

3,866

3,860
Stockholders' equity (deficit)

(86)

(147)

(114)
Other Financial Data:

Capital expenditures, net

66

113

196
Depreciation and amortization

176

170

358

(1)
Represents total current assets less total current liabilities.

Unaudited

Audited

Quarterly
Quarterly
Year ended
period ended
period ended
September 27,
($ in millions)

March 28, 2015
March 29, 2014
2014

Adjustments to reconcile Operating income to Adjusted EBITDA:

Adjusted EBITDA

$
210
$
197
$
830
Depreciation and amortization

(85)

(85)

(358)
Business optimization and other expense(1)

(10)

(26)

(81)
Restructuring and impairment(2)

(3)

(3)

(30)
Pro forma acquisitions

--

(1)

(18)
Unrealized cost savings(3)

--

(5)

(27)

Operating Income

$
112
$
77
$
316

S-4
Table of Contents
http://www.sec.gov/Archives/edgar/data/55454/000119312515198529/d931350d424b2.htm[5/22/2015 2:49:49 PM]

424B2

(1)
Business optimization expenses consist of expenses related to transaction and merger costs associated with the acquisitions, mergers,
plant rationalizations, and miscellaneous product launches and other one-time costs.
(2)
Restructuring and impairment charges relate to decisions to shut down various manufacturing facilities. The costs consist of severance
and termination benefits, facility exit costs, non-cash impairment charges and other costs.
(3)
Represents process improvements, plant network optimization, procurement and selling general and administrative cost savings
associated with the acquisitions and mergers and cost reduction programs for entire company.
Ratio of Earnings to Fixed Charges
The following table shows the ratios of earnings to fixed charges of Berry for the periods indicated.

Two Quarterly Periods

Year Ended

Ended

September 27,
September 28,
September 29,
October 1,
October 2,
March 28,
March 29,

2014

2013

2012

2011

2010

2015

2014

Ratio

1.2

1.3

1.0

0.0

0.5

1.6

1.2
Pro Forma Ratio of Earnings to Fixed Charges
The pro forma ratio of earnings to fixed charges for the fiscal year ended September 27, 2014 and for the two quarterly periods ended
March 28, 2015 for the issuance of the notes offered hereby and contemplated use of proceeds as described in the Use of Proceeds section
below is 1.5 and 1.9, respectively.

S-5
Table of Contents
THE OFFERING

Issuer
Berry Plastics Corporation.

Notes Offered
$700,000,000 aggregate principal amount 5.125% Second Priority Senior Secured Notes
due 2023.

Maturity Date
The Notes will mature on July 15, 2023.

Interest
The Notes will bear interest from June 5, 2015 at a rate of 5.125% per annum, payable
semiannually, in cash in arrears, on January 15 and July 15 of each year, commencing
January 15, 2016.

Guarantees
The Notes will be fully and unconditionally guaranteed, jointly and severally, on an
unsecured basis by Berry and on a second priority senior secured basis by each of BPC's
existing and future direct or indirect domestic subsidiaries that guarantees BPC's senior
secured credit facilities. Under certain circumstances, subsidiaries may be released from
these guarantees without the consent of the holders of the Notes. See "Description of
Second Priority Notes--Subsidiary Guarantees and Parent Guarantee."

Collateral
The Notes will be secured by liens (subject to certain exceptions and permitted liens) on
all of BPC's and the subsidiary guarantors' property and assets that secure BPC's senior
secured credit facilities, which exclude (i) any property or assets owned by any
subsidiaries of the Issuer that are not subsidiary guarantors (including foreign
subsidiaries and qualified CFC holding companies), (ii) any license, contract or
agreement of BPC or any of the subsidiary guarantors, if and only for so long as the
grant of a security interest under the security documents would result in a breach or
default under, or abandonment, invalidation or unenforceability of, that license, contract
or agreement, (iii) any equity securities or other equity interests of any of BPC's
subsidiaries, (iv) any vehicle covered by a certificate of title or ownership, (v) any
deposit accounts, securities accounts or cash, (vi) any real property held by BPC or any
http://www.sec.gov/Archives/edgar/data/55454/000119312515198529/d931350d424b2.htm[5/22/2015 2:49:49 PM]

Document Outline

#1">
- #1">