BWAY tenders, seeks consents for all 10% senior subordinated notes

By Devika Patel

Knoxville, Tenn., May 12 - BWAY Holding Co. said it has begun a cash tender offer and consent solicitation for all of BWAY Corp.'s 10% senior subordinated notes due 2014.

The tender is being conducted in anticipation of the company's planned acquisition by Picasso Merger Sub, Inc.

Picasso is also soliciting consents to adopt some amendments to the notes' indenture to eliminate substantially all restrictive covenants and some event-of-default provisions.

The offer is scheduled to expire at 5 p.m. ET on June 9. The consent deadline is 5 p.m. ET on May 24.

The total consideration will be $1,125, which includes a consent payment of $30 for each $1,000 of notes tendered by the consent deadline.

The offer will be financed with funds contributed to Picasso's parent company, Picasso Parent Co., Inc., by investment funds affiliated with Madison Dearborn Partners, LLC.

The offer is conditional upon the company receiving the requisite consents necessary to amend the indenture and the consummation of the merger, as well as the repayment of all debt under the company's existing credit agreement.

If the tender is not completed or if all of the notes aren't tendered, BWAY may defease the notes, which are callable at 105% of par on April 15, 2011.

BWAY is an Atlanta-based supplier of general line rigid containers.

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