Berry Plastics launches tender offers, solicits consents for two series of 8 7/8% notes due 2014

By Marisa Wong

Madison, Wis., Nov. 5 - Berry Plastics Corp. said it began cash tender offers and consent solicitations on Nov. 4 for any and all of its $525 million of outstanding 2006 8 7/8% second-priority senior secured fixed-rate notes due 2014 and $250 million of outstanding 2009 8 7/8% second-priority senior secured notes due 2014.

Berry is soliciting consents from holders to proposed amendments to the indentures governing the notes that would eliminate substantially all of the restrictive covenants and eliminate or modify certain events of default.

The tender offers are scheduled to expire at midnight ET on Dec. 3.

Holders who tender their notes and deliver consents before 5 p.m. ET on Nov. 18, the consent date, will receive the total consideration of $1,047.50 per $1,000 principal amount of notes, which includes a $30.00 consent payment.

Holders who tender their notes after the consent date but before the expiration date will receive the tender offer consideration of $1,017.50 per $1,000 of notes, which is equal to the total consideration less the consent payment.

In addition, the company will pay accrued interest up to but excluding the applicable payment date.

The early payment date for notes accepted for purchase after the consent date and before the expiration date will be Nov. 19. The final payment date will be Dec. 6.

In order for the proposed amendments to be effected for each series of notes, holders of a majority of the outstanding principal amount of that series of notes must deliver their consents.

Holders who tender their notes must consent to the amendments, and holders may not deliver consents without tendering their notes.

The completion of the tender offers and consent solicitations is also conditioned upon, among other things, the issuance of new second-priority senior secured notes to fund the offers.

Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-2147) is the dealer manager and solicitation agent, and Global Bondholder Services Corp. (212 430-3774 or 866 795-2200) is the information agent.

Berry is an Evansville, Ind.-based manufacturer and marketer of plastic packaging products.

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