Berry Plastics receives tenders for 100% of 10¾% notes, sets pricing

By Laura Lutz

Des Moines, Sept. 6 - Berry Plastics Corp. announced pricing for the tender offer and consent solicitation for its $335,000 outstanding 10¾% senior subordinated notes due 2012.

The company also further extended the offer, to midnight ET on Sept. 20.

The offer was set to expire on Aug. 21 when it was announced on July 25, and it was extended to Sept. 19 on Aug. 7.

As of the consent deadline on Sept. 5, the company had received tenders for all of the notes, compared with 68.14% on Aug. 4.

The company will pay 1,092.07, including a $30 consent payment, for each $1,000 principal amount of notes.

As previously reported, the payment was calculated based on the present value of the notes' $1,053.75 redemption price on their earliest redemption date of July 15, 2007 plus interest up to that date, discounted using a factor equal to the yield on the price determination date of the 3 5/8% U.S. Treasury note due June 30, 2007 plus a fixed spread of 50 basis points.

Noteholders will also receive accrued interest up to the payment date.

The consents allow the company to eliminate substantially all of the restrictive covenants and certain events of default in the indenture.

The tender offer and consent solicitation are subject to the satisfaction of certain conditions, including the receipt of tenders from holders of a majority of the outstanding notes; the consummation of the acquisition of Berry Plastics parent company BPC Holding Corp. by affiliates of the private equity firms Apollo Management, LP and Graham Partners; the execution of a supplemental indenture on or prior to the acceptance date implementing the proposed amendments; and the availability of sufficient funds to pay the tender consideration.

The company plans to raise the needed funds through the sale of new notes and borrowings under its credit facility.

MacKenzie Partners, Inc. (212 929-5500 or 800 322-2885) is the information agent, and Deutsche Bank Securities Inc. (212 250-6008) is the dealer manager and solicitation agent.

Evansville, Ind.-based Berry Plastics manufactures rigid plastic packaging containers.

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