Obligation Berry Global Group 6% ( US085790BA02 ) en USD

Berry Global Group

100 % ▼

Etas-Unis

US085790BA02 ( en USD )

6% par an ( paiement semestriel )

14/10/2022 - Obligation échue

Prospectus brochure de l'obligation Berry Global Inc US085790BA02 en USD 6%, échue

2 000 USD

400 000 000 USD

085790BA0

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 ( Etas-Unis ) , en USD, avec le code ISIN US085790BA02, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2022

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424B4 1 t1601196-424b4.htm PROSPECTUS
TABLE OF CONTENTS
?Filed Pursuant to Rule 424(b)(4)?
?Registration No. 333-211076?
Berry Plastics Corporation
Exchange Offer
$400,000,000 6.00% Second Priority Senior Secured Notes due 2022
for $400,000,000 6.00% Second Priority Senior Secured Notes due 2022
that have been registered under the Securities Act of 1933
?
We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to
exchange an aggregate principal amount of up to $400,000,000 of our new 6.00% Second Priority Senior Secured Notes due 2022, which we refer
to as the exchange notes, for all of our outstanding unregistered 6.00% Second Priority Senior Secured Notes due 2022, which we refer to as the
outstanding notes, in a transaction registered under the Securities Act of 1933, as amended, which we refer to as the Securities Act. We collectively
refer to the outstanding notes and the exchange notes as the notes. We refer to the offer described in this prospectus to exchange the exchange
notes for the outstanding notes as the exchange offer.
The issuer of the notes is Berry Plastics Corporation, which we refer to as BPC or the Issuer. BPC is a wholly owned subsidiary of Berry
Plastics Group, Inc., which we refer to as Berry Group.
The notes are fully and unconditionally guaranteed, jointly and severally, on a second priority senior secured basis, by each of BPC's existing
and future direct or indirect subsidiaries that guarantees our senior secured credit facilities and our other existing second priority senior secured
notes, which we refer to as our other second priority notes, and by Berry Group on an unsecured basis. The notes and the guarantees are secured by
a second priority security interest in substantially all of the assets of BPC and the subsidiary guarantors, subject to certain specified exceptions and
permitted liens, and rank equally in right of payment to all of BPC's and such subsidiary guarantors' existing and future unsubordinated
indebtedness. The right of holders of the notes to receive proceeds of the collateral is 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 is
contractually equal to the rights of holders of BPC's other second priority notes and permitted second priority lien obligations.
We will exchange all outstanding notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. The
exchange notes are substantially identical to the outstanding notes, except that the exchange notes will not be subject to transfer restrictions or
entitled to registration rights, and the additional interest provisions applicable to the outstanding notes in some circumstances relating to the timing
of the exchange offer will not apply to the exchange notes.
The exchange offer will expire at 5:00 p.m., New York City time, on June 13, 2016, unless we extend the offer. We will announce any
extension by press release or other permitted means no later than 9:00 a.m. on the business day after the expiration of the exchange offer.
Completion of the exchange offer is subject to certain customary conditions, which we may waive. The exchange offer is not conditioned upon any
minimum principal amount of the outstanding notes being tendered for exchange.
The exchange of outstanding notes for exchange notes pursuant to the exchange offer should not constitute a taxable exchange for U.S.
federal income tax purposes. See "Certain Material United States Federal Income Tax Considerations."
There is no existing market for the exchange notes, and we do not intend to apply for listing or quotation on any exchange or other securities
market.
Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by
so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the date on which this registration
statement is declared effective, we will make this prospectus available to any broker-dealer for use in connection with any resale. See "Plan of
Distribution."
For a discussion of factors you should consider in determining whether to tender your outstanding notes, see "Risk Factors"
beginning on page 10 of this prospectus.
?
We are not asking you for a proxy, and you are requested not to send us a proxy.
Neither the Securities and Exchange Commission, which we refer to as the SEC, nor any state securities commission has approved or
disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
?
The date of this prospectus is May 12, 2016.
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We have not authorized anyone to give any information or to make any representations concerning this exchange offer except the
information and representations that are in this prospectus, or referred to under "Where You Can Find More Information." If anyone
gives or makes any other information or representation, you should not rely on it. This prospectus is not an offer to sell or a solicitation
of an offer to buy securities in any circumstances in which the offer or solicitation is unlawful. You should not interpret the delivery of
this prospectus, or any sale of securities, as an indication that there has been no change in our affairs since the date of this prospectus.
You should also be aware that information in this prospectus may change after this date.
This prospectus incorporates by reference business and financial information about us that is not included in or delivered with this
prospectus. See "Incorporation of Documents By Reference." This information is available without charge upon written or oral request
directed to:
Berry Plastics Corporation
101 Oakley Street
Evansville, Indiana 47710
Attention: General Counsel
(812) 424-2904
If you would like to request copies of these documents, please do so by June 6, 2016 (which is five business days before the
scheduled expiration of the exchange offer) for delivery prior to the expiration of the exchange offer.
TABLE OF CONTENTS?
TABLE OF CONTENTS
?
? ? Page
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
? ? ?? ii
PROSPECTUS SUMMARY
? ? ??
1
RISK FACTORS
? ? ?? 10
USE OF PROCEEDS
? ? ?? 22
THE EXCHANGE OFFER
? ? ?? 23
DESCRIPTION OF EXCHANGE NOTES
? ? ?? 32
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
? ? ??100
BUSINESS
? ? ??105
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FOR FISCAL 2015 AND 2014
? ? ??110
PLAN OF DISTRIBUTION
? ? ??123
LEGAL MATTERS
? ? ??124
EXPERTS
? ? ??124
INCORPORATION OF DOCUMENTS BY REFERENCE
? ? ??124
WHERE YOU CAN FIND MORE INFORMATION
? ? ??125
INDEX TO FINANCIAL STATEMENTS OF BERRY PLASTICS GROUP, INC.
? ? ??F-1
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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this prospectus contain forward-looking
statements that are based on current expectations, estimates, forecasts and projections about us, our future
performance, our liquidity, our beliefs and management's assumptions. Such forward-looking statements include
statements regarding expected financial results and other planned events, including, but not limited to, anticipated
liquidity and capital expenditures. Words such as "anticipate," "assume," "believe," "estimate," "expect," "intend,"
"plan," "seek," "project," "target," "goal," "likely," "will," "would," "could," and variations of such words and
similar expressions are intended to identify such forward-looking statements. These statements are not guarantees
of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. The
occurrence of the events described and the achievement of the expected results depend on many events, some or all
of which are not predictable or within our control. Therefore, actual future events or results may differ materially
from these statements:
The following is a list of factors, among others, that could cause actual results to differ materially from the
forward-looking statements
·
those items discussed under "Risk Factors" herein and under "Risk Factors" in Item 1A to our annual
report on Form 10-K, as supplemented from time-to-time in Part II, Item 1A to our quarterly reports on
Form 10-Q;
?
·
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 through to
customers changes in raw material prices on a timely basis;
?
·
risks related to disruptions in the overall economy and the financial markets that may adversely impact
our business;
?
·
performance of our business and future operating results;
?
·
risks related to our acquisition strategy and integration of acquired businesses, including AVINTIV Inc.,
which we refer to as Avintiv, which we acquired on October 1, 2015;
?
·
reliance on unpatented proprietary know-how and trade secrets;
?
·
general business and economic conditions, including, but not limited to, changes in interest rates, foreign
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currency translation rates, consumer confidence, trends in disposable income, changes in consumer
demand for goods produced, and cyclical or other downturns;
?
·
increases in the cost of compliance with laws and regulations, including environmental, safety,
production and product laws and regulations;
?
·
risks related to operations in foreign jurisdictions (including changes to applicable tax and other laws);
?
·
the ability of our insurance to cover fully our potential exposures;
?
·
risks that our restructuring programs may entail greater implementation costs or result in lower cost
savings than anticipated;
?
·
potential failure to realize the intended benefits of the Avintiv acquisition, including the inability to
realize the anticipated cost synergies in the anticipated amounts or within the contemplated timeframes or
cost expectations, or at all;
?
·
potential disruption of current plans and operations in connection with the Avintiv acquisition, including
potential disruption of relationships with customers, suppliers or other third parties;
?
·
catastrophic loss of one of our key manufacturing facilities, natural disasters and other unplanned
business interruptions; and
?
·
risks of competition, including foreign competition, in our existing and future markets.
?
?
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TABLE OF CONTENTS
Any subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements set forth or referred to above, as well as the risk
factors included and incorporated by reference in this prospectus. Except as required by law, we disclaim any
obligation to update such statements or to publicly announce the result of any revisions to any of the forward-
looking statements included or incorporated by reference in this prospectus to reflect future events or developments.
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iii
TABLE OF CONTENTS?
PROSPECTUS SUMMARY
The following summary highlights certain information contained in this prospectus. Because it is only a
summary, it does not contain all of the information you should consider before participating in the exchange offer.
You should carefully read this entire prospectus before participating in the exchange offer. In particular, you
should read "Risk Factors," and our financial statements and the notes relating thereto presented herein and
incorporated by reference into this prospectus. Except as otherwise indicated, all references to "Berry," "Berry
Plastics," the "Company," "we," "our," "us," and similar terms in this prospectus refer to Berry Plastics Group,
Inc. together with its subsidiaries through which it operates. Unless otherwise indicated, the non-financial
information presented herein is as of the date of this prospectus.
Company Overview
Berry Plastics is a leading provider of value-added plastic consumer packaging, specialty, and engineered
materials with a track record of delivering high-quality customized solutions to our customers. Representative
examples of our products include specialty closures, prescription vials, specialty films, adhesives, corrosion
protection materials, and nonwovens, as well as drink cups, thin-wall containers, and bottles. We sell our products
predominantly into stable, consumer-oriented end-markets, such as healthcare, personal care, and food and
beverage.
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. Our customers 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 2015,
no single customer represented more than approximately 2% of net sales and our top ten customers represented 16%
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.
Historically, our business was organized into four operating segments: Rigid Open Top, Rigid Closed Top,
(which together make up our Rigid Packaging business), Engineered Materials, and Flexible Packaging. In
November 2015, the Company reorganized into three operating segments: Consumer Packaging, Health, Hygiene &
Specialties, and Engineered Materials. The Consumer Packaging segment will consist of our historical Rigid Open
Top and Rigid Closed Top segments, the food and consumer films business that was historically reported in our
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Flexible Packaging segment, and the custom shrink films business that was historically reported in our Engineered
Materials segment. The Health, Hygiene & Specialties segment will include the recently acquired Avintiv business,
as well as the personal care films and international businesses that were historically reported in our Flexible
Packaging segment. The Engineered Materials segment will include the historical Engineered Materials segment
excluding the custom shrink films business, and the converter films business that was historically reported in our
Flexible Packaging segment.
Risk Factors
You should consider carefully all of the information set forth in this prospectus and, in particular, you should
evaluate the specific factors set forth under "Risk Factors" for risks you should consider in connection with the
exchange offer.
Corporate Information
Berry Group was incorporated in Delaware on November 18, 2005. Berry Plastics Corporation, a wholly
owned subsidiary of Berry Group, was incorporated in Delaware on December 11, 1990. The principal executive
offices of Berry Group and BPC are located at 101 Oakley Street, Evansville, Indiana 47710, telephone: (812) 424-
2904. Additional information regarding the Company is set forth in documents on file with the SEC and
incorporated by reference in this prospectus. See "Incorporation of Documents by Reference" and "Where You Can
Find More Information."
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Our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports, are accessible free of charge on the investor page of our
website at www.berryplastics.com. Information on our website does not constitute part of this prospectus.
The Exchange Offer
On October 1, 2015, we issued an aggregate principal amount of? $400,000,000 of 6.00% Second Priority
Senior Secured Notes due 2022 to a group of initial purchasers in reliance on exemptions from, or in transactions
not subject to, the registration requirements of the Securities Act and applicable securities laws. In connection with
the sale of the outstanding notes to the initial purchasers, we entered into a registration rights agreement pursuant to
which we agreed, among other things, to file an exchange offer registration statement of which this prospectus is a
part. The summary below describes the principal terms and conditions of the exchange offer. Some of the terms and
conditions described below are subject to important limitations and exceptions. See "The Exchange Offer" for a
more detailed description of the terms and conditions of the exchange offer and "Description of Exchange Notes"
for a more detailed description of the terms of the exchange notes.
The Exchange Offer
We are offering to exchange up to $400,000,000 aggregate
principal amount of our new 6.00% Second Priority Senior
Secured Notes due 2022, which have been registered under the
Securities Act, in exchange for your outstanding notes. For each
outstanding note surrendered to us pursuant to the exchange offer,
the holder of such outstanding note will receive an exchange note
having a principal amount equal to that of the surrendered
outstanding note. Holders may tender some or all of their
outstanding notes pursuant to the exchange offer. However,
outstanding notes may be tendered only in integral multiples of?
$1,000 in principal amount, subject to a minimum denomination
of? $2,000. The form and terms of the exchange notes will be
substantially the same as the form and terms of the surrendered
outstanding notes. The exchange notes will evidence the same
indebtedness as and will replace the outstanding notes tendered in
exchange therefor, and will be issued pursuant to, and entitled to
the benefits of, the indenture governing the outstanding notes. As
of the date of this prospectus, there are $400,000,000 aggregate
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principal amount of 6.00% Second Priority Senior Secured Notes
due 2022 outstanding.
Transferability of Exchange Notes
Based on interpretations by the staff of the SEC as detailed in a
series of no-action letters issued to third parties, we believe that, as
long as you are not a broker-dealer, the exchange notes offered in
the exchange offer may be offered for resale, resold or otherwise
transferred by you without compliance with the registration and
prospectus delivery requirements of the Securities Act as long as:
·
you are acquiring the exchange notes in the ordinary
course of your business;
?
·
you are not participating in, do not intend to participate
in and have no arrangement or understanding with any
person to participate in a "distribution" of the exchange
notes; and
?
·
you are not an "affiliate" of ours within the meaning of
Rule 405 of the Securities Act.
?
?
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If any of these conditions is not satisfied and you transfer any
exchange notes issued to you in the exchange offer without
delivering a proper prospectus or without qualifying for a
registration exemption, you may incur liability under the Securities
Act. Moreover, our belief that transfers of exchange notes would
be permitted without registration or prospectus delivery under the
conditions described above is based on SEC interpretations given
to other, unrelated issuers in similar exchange offers. We cannot
assure you that the SEC would make a similar interpretation with
respect to our exchange offer. We will not be responsible for or
indemnify you against any liability you may incur under the
Securities Act.
Each broker or dealer that receives exchange notes for its own
account in the exchange offer for outstanding notes that were
acquired as a result of market-making or other trading activities
must acknowledge that it will comply with the prospectus delivery
requirements of the Securities Act in connection with any offer to
resell or other transfer of the exchange notes issued in the
exchange offer.
Furthermore, any broker-dealer that acquired any of its outstanding
notes directly from us, in the absence of an exemption therefrom,
·
may not rely on the applicable interpretation of the staff
of the SEC's position contained in Exxon Capital
Holdings Corp., SEC no-action letter (April 13, 1988),
Morgan, Stanley & Co. Inc., SEC no-action letter
(July 5, 1991) and Shearman & Sterling, SEC no-action
letter (July 2, 1993); and
?
·
must comply with the registration and prospectus
delivery requirements of the Securities Act in
connection with any resale of the exchange notes.
?
See "Plan of Distribution."
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Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time,
on June 13, 2016, unless we extend the expiration date. See "The
Exchange Offer -- Expiration Date; Extension; Amendment."
Withdrawal Rights
You may withdraw your tender at any time before the exchange
offer expires. Any outstanding notes so withdrawn will be deemed
not to have been validly tendered for purposes of the exchange
offer. See "The Exchange Offer -- Withdrawal Rights."
Interest
We will pay interest on the exchange notes twice a year, on each
April 15 and October 15. The exchange notes will bear interest
from the most recent interest payment date on which interest has
been paid on the outstanding notes, or, if no interest has been paid,
from October 1, 2015, the date of the issuance of the outstanding
notes. If your outstanding notes are accepted for exchange, then
you will receive interest on the exchange notes and not on the
outstanding notes. Any outstanding notes not tendered will remain
outstanding and
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continue to accrue interest according to their terms. Such interest
will be computed on the basis of a 360-day year, comprised of
twelve 30-day months.
Exchange Date; Issuance of Exchange
Notes
The date of acceptance for exchange of the outstanding notes is the
exchange date, which will be the first business day following the
expiration date of the exchange offer. We will issue the exchange
notes in exchange for the outstanding notes tendered and accepted
in the exchange offer promptly following the exchange date. See
"The Exchange Offer -- Terms of the Exchange Offer;
Acceptance of Tendered Notes."
Conditions to the Exchange Offer
The exchange offer is subject to customary conditions. We may
assert or waive these conditions in our reasonable discretion. See
"The Exchange Offer -- Conditions to the Exchange Offer" for
more information regarding conditions to the exchange offer.
Special Procedures for Beneficial Owners
If you beneficially own outstanding notes that are registered in the
name of a broker, dealer, commercial bank, trust company or other
nominee and you wish to tender in the exchange offer, you should
contact such registered holder promptly and instruct such person to
tender on your behalf and comply with the instructions set forth in
this prospectus and the letter of transmittal. See "The Exchange
Offer -- Procedures for Tendering Outstanding Notes."
Acceptance of Outstanding Notes and
Delivery of Exchange Notes
Subject to the conditions stated in "The Exchange Offer --
Conditions to the Exchange Offer," we will accept for exchange
any and all outstanding notes which are properly tendered in the
exchange offer before 5:00 p.m., New York City time, on the
expiration date. The exchange notes will be delivered promptly
after the expiration date. See "The Exchange Offer -- Terms of the
Exchange Offer; Acceptance of Tendered Notes."
Exchange Agent
U.S. Bank National Association is serving as exchange agent in
connection with this exchange offer. The address, telephone
number and facsimile number of the exchange agent is set forth
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under "The Exchange Offer -- The Exchange Agent."
Material U.S. Federal Income Tax
Considerations
Generally, a holder of outstanding notes will not recognize taxable
gain or loss on the exchange of outstanding notes for exchange
notes pursuant to the exchange offer. See "Certain Material United
States Federal Income Tax Considerations."
Accounting Treatment
The exchange notes will be recorded at the same carrying value as
the outstanding notes, as reflected in our accounting records on the
date of exchange. Accordingly, we will recognize no gain or loss
for accounting purposes upon the closing of the exchange offer.
The expenses of the exchange offer will be expensed as incurred.
See "The Exchange Offer -- Accounting Treatment."
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Use of Proceeds
We will not receive any proceeds from the exchange offer or the
issuance of the exchange notes. See "Use of Proceeds."
Effect on Holders of Outstanding Notes
As a result of making this exchange offer, and upon acceptance for
exchange of all validly tendered outstanding notes, we will have
fulfilled our obligations under the registration rights agreement
relating to the outstanding notes.
Any outstanding notes that are not tendered in the exchange offer,
or that are not accepted in the exchange, will remain subject to the
restrictions on transfer. Since the outstanding notes have not been
registered under the U.S. federal securities laws, you will not be
able to offer or sell the outstanding notes except under an
exemption from the requirements of the Securities Act or unless
the outstanding notes are registered under the Securities Act. Upon
the completion of the exchange offer, we will have no further
obligations, except under limited circumstances, to provide for
registration of the outstanding notes under the U.S. federal
securities laws. See "The Exchange Offer -- Effect of Not
Tendering."
Any trading market for the outstanding notes could be adversely
affected if some but not all of the outstanding notes are tendered
and accepted in the exchange offer.
Description of the Exchange Notes
The form and terms of these exchange notes are identical in all material respects to those of the outstanding
notes except that:
·
the exchange notes have been registered under the U.S. federal securities laws and will not bear any
legend restricting their transfer;
?
·
the exchange notes bear a different CUSIP number than the outstanding notes;
?
·
the exchange notes will not be subject to transfer restrictions or entitled to registration rights; and
?
·
the exchange notes will not be entitled to additional interest provisions applicable to the outstanding
notes in some circumstances relating to the timing of the exchange offer. See "The Exchange Offer --
Terms of the Exchange Offer; Acceptance of Tendered Notes."
?
The exchange notes will evidence the same debt as the outstanding notes and will be governed by the same
indenture. A brief description of the material terms of the exchange notes follows. See "Description of Exchange
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Notes" for further information regarding the exchange notes.
Issuer
Berry Plastics Corporation
Securities Offered
$400,000,000 aggregate principal amount of 6.00% Second
Priority Senior Secured Notes due 2022
Maturity
October 15, 2022
Interest
The exchange notes will bear interest at 6.00% per annum from
October 1, 2015 or from the most recent date on which interest has
been paid or provided for, payable semiannually to holders of
record at the close of business on April 1 or October 1 immediately
preceding the interest payment date on April 15 and October 15 of
each year, commencing April 15, 2016.
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Guarantees
The exchange notes will be fully and unconditionally guaranteed,
jointly and severally, on a second priority senior secured basis, by
each of BPC's existing and future direct or indirect subsidiaries
that guarantees our senior secured credit facilities and our other
second priority notes, and by Berry Group on an unsecured basis.
Under certain circumstances, subsidiaries may be released from
these guarantees without the consent of the holders of the exchange
notes. See "Description of Exchange Notes -- Subsidiary
Guarantees and Parent Guarantee."
Collateral
The exchange notes will be secured on a second priority basis by
liens (subject to certain exceptions and permitted liens) on all of
BPC's and the subsidiary guarantors' property and assets that
secure either or both of BPC's senior secured credit facilities,
which excludes (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 of its subsidiaries under
a lease and (vii) certain other limited exceptions described in the
security documents relating to the notes. While the collateral
securing BPC's senior secured credit facilities includes the equity
interests of substantially all of our domestic subsidiaries and "first-
tier" foreign subsidiaries and certain accounts and cash as
described in BPC's revolving credit facility, the collateral securing
the exchange notes will not include securities and other equity
interests of our subsidiaries or such accounts or cash.
Berry Group will not pledge the stock of BPC as security for the
exchange notes or grant any other liens on Berry Group's assets.
See "Description of Exchange Notes -- Security for the Second
Priority Notes" for a more complete description of the security
granted to the holders of the exchange notes.
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