Berry Global Group, Inc. Announces Pricing of Private Placement Notes Offering

Berry Global Group, Inc. (NYSE: BERY) (“Berry”) announced today the pricing of the private placement launched December 9, 2019, by its wholly owned subsidiary, Berry Global, Inc. (the “Issuer”). The Issuer will issue €700,000,000 of first priority senior secured notes due 2025 (the “2025 Notes”) and €375,000,000 of first priority senior secured notes due 2027 (the “2027 Notes” and together with the 2025 Notes, the “Notes”).The closing of the private placement offering is expected to occur on or about January 2, 2020.

The 2025 Notes will bear interest at a rate of 1.00%, payable semiannually, in cash in arrears, on January 15 and July 15 of each year, commencing on July 15, 2020. The 2025 Notes will mature on January 15, 2025.

The 2027 Notes will bear interest at a rate of 1.50%, payable semiannually, in cash in arrears, on January 15 and July 15 of each year, commencing on July 15, 2020. The 2027 Notes will mature on January 15, 2027.

The Notes will be guaranteed by Berry and each of the Issuer’s existing and future direct or indirect domestic subsidiaries that guarantees the Issuer’s senior secured credit facilities, existing first priority secured notes and existing second priority senior secured notes, subject to certain exceptions. The Notes and the guarantees thereof will be unsubordinated obligations of the Issuer and will rank equally in right of payment with all of the Issuer’s, and, in the case of the guarantees, to all of the guarantors’, existing and future unsubordinated debt. The guarantee by Berry will be unsecured. The Notes will be secured on a second priority basis by liens (subject to certain exceptions and permitted liens) on accounts receivable, inventory and certain related assets that secure the Issuer’s revolving credit facility, and on a first priority basis by liens on the property and assets of the Issuer and the subsidiary guarantors that secure the Issuer’s senior secured term loan credit facility, subject to certain exceptions.

As previously announced, the net proceeds from the offering, together with cash on hand, are intended to prepay certain existing term loans of the Issuer and to pay certain fees and expenses related to the refinancing of such term loans and the offering.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Notes have not been and will not be registered under the Securities Act or any state or other securities laws, and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.