Obligation Berry Global Group 5.5% ( US085790AX14 ) en USD

Berry Global Group

100 % ▼

Etats-unis

US085790AX14 ( en USD )

5.5% par an ( paiement semestriel )

14/05/2022 - Obligation échue

Prospectus brochure de l'obligation Berry Global Inc US085790AX14 en USD 5.5%, échue

1 000 USD

250 000 000 USD

085790AX1

N/A

Berry Global Inc. est un fabricant mondial d'emballages, de produits non tissés et de produits de protection, servant divers marchés, notamment les produits de consommation, les soins de santé, les biens industriels et l'automobile.

L'Obligation émise par Berry Global Group ( Etats-unis ) , en USD, avec le code ISIN US085790AX14, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2022
L'Obligation émise par Berry Global Group ( Etats-unis ) , en USD, avec le code ISIN US085790AX14, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B2 1 d721129d424b2.htm FINAL PROSPECTUS SUPPLEMENT
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)
5.500% Second Priority Senior Secured Notes due 2022
of Berry Plastics Corporation
$500,000,000
100%
$500,000,000
$64,400

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 5, 2014
$500,000,000

a wholly owned subsidiary of
5.500% Second Priority Senior Secured Notes due 2022

Berry Plastics Corporation ("BPC"), a wholly owned subsidiary of Berry Plastics Group, Inc. ("Berry") is offering $500,000,000 aggregate
principal amount of 5.500% Second Priority Senior Secured Notes due 2022 (the "Notes"). Interest on the Notes wil be payable semiannually, in
cash in arrears, on May 15 and November 15 of each year, commencing on November 15, 2014. The Notes wil mature on May 15, 2022.
Concurrently with this offering, and pursuant to an offer to purchase dated April 28, 2014, BPC is conducting a tender offer to purchase for
cash any and all of its outstanding 9 1/2% Second Priority Senior Secured Notes due 2018 (the "April 2010 Notes") issued under the Indenture
dated as of April 30, 2010 (the "April 2010 Notes Indenture"), of which $500 mil ion aggregate principal amount is currently outstanding. BPC
expects to use the proceeds of this offering, together with cash on hand, to fund the repurchase of the April 2010 Notes pursuant to the tender
offer or subsequent redemption of the April 2010 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 April 2010 Notes.
The Notes and the guarantees thereof wil be the unsubordinated obligations of BPC and the guarantors. The Notes and the guarantees by
existing and future subsidiary guarantors wil be secured by a second priority security interest in substantial y 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 wil 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 wil 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 wil be contractually equal to the rights of holders of BPC's existing second priority senior
secured notes.
BPC may redeem the Notes at any time on or after May 15, 2017 at the redemption prices specified in "Description of Second Priority
Notes--Optional Redemption," plus accrued and unpaid interest to the redemption date. Prior to May 15, 2017, 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 May 15, 2017, BPC may 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%

1.0%

99.0%
Total

$500,000,000

$5,000,000

$495,000,000

Delivery of the Notes in book-entry form through the facilities of The Depository Trust Company wil be made to purchasers on or about
May 12, 2014.
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.

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Credit Suisse
Barclays
Wells Fargo Securities

The date of this prospectus supplement is May 5, 2014.
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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-ii
INFORMATION INCORPORATED BY REFERENCE
S-ii
INDUSTRY AND MARKET DATA
S-iii
NON-GAAP FINANCIAL MEASURES
S-iii
CAUTIONARY STATEMENT CONCERNING FORWARD-
LOOKING STATEMENTS
S-iv
SUMMARY
S-1
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-32
MATERIAL U.S. FEDERAL INCOME TAX
CONSIDERATIONS
S-99
UNDERWRITING
S-104
LEGAL MATTERS
S-107
EXPERTS
S-107

Page
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
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19

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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.
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
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 28, 2013, filed with the SEC on December 11, 2013;

· The information responsive to Part III of Form 10-K for the fiscal year ended September 28, 2013 provided in Berry's

Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders, filed with the SEC on January 27, 2014;

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· Quarterly Reports on Form 10-Q for the quarterly periods ended March 29, 2014 and December 28, 2013 filed with the SEC

on May 2, 2014 and January 31, 2014, respectively; and

· Current Reports on Form 8-K filed on October 7, 2013, October 8, 2013, November 18, 2013, November 22, 2013

(excluding Item 2.02 and related Exhibit 99.1), January 7, 2014, January 29, 2014, February 25, 2014, March 12,
2014, April 15, 2014 and April 29, 2014.
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
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 net income 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. While the determination of appropriate adjustments in the calculation of Adjusted EBITDA is
subject to interpretation

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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 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.
Adjusted EBITDA and Adjusted Free Cash Flow 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.
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.

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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 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; 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.

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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. Our products utilize our proprietary research and development
platform, which includes a continually evolving library of Berry-owned molds, patents, manufacturing techniques and
technologies. We sell our solutions predominantly into consumer-oriented end-markets, such as food and beverage, healthcare,
and personal care. We believe our customers look to us for solutions that have high consumer impact in terms of form, function,
and branding. Representative examples of our products include drink cups, thin-wall containers, bottles, specialty closures,
prescription vials, specialty films, adhesives, and corrosion protection materials.
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. We have more than 13,000 customers, which consist of a diverse mix of leading 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, and we believe partial to, our brand. In fiscal 2013, no
single customer represented more than 3% of net sales and our top ten customers represented 18% of net sales. We believe our
manufacturing processes and our 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. For example, we believe based on management estimates that we are one of
the largest global purchasers of plastic resins, at more than 2 billion pounds per year, which gives us scaled purchasing savings.
We organize our business into four operating divisions: Rigid Open Top, Rigid Closed Top (which together make up our
Rigid Packaging business), 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 28, 2013, filed with the SEC on December 11, 2013 and our Quarterly Reports on Form 10-Q
for the quarterly periods ended March 29, 2014 and December 28, 2013, filed with the SEC on May 2, 2014 and January 31,
2014, 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.

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