Berry Plastics noteholders tender all outstanding 10¾% notes

By Angela McDaniels

Seattle, Sept. 21 - Berry Plastics Corp. said it received tenders for 100% of its $335 million outstanding 10¾% senior subordinated notes due 2012 during a tender offer that ended Wednesday.

The company will pay $1,092.07 for each $1,000 principal amount of notes. The payment includes a $30.00 consent payment for noteholders who submitted consents by Sept. 5.

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 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 use proceeds from the sale of new floating-rate and 8 7/8% notes and borrowings under a new $875 million credit facility to fund the consideration.

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

The offer was announced on July 25 and was set to expire on Aug. 21. The company extended the offer to Sept. 19 on Aug. 7 and then to Sept. 20 on Sept. 6.

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

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