Berry Global Group Inc.

10/25/2024 | Press release | Distributed by Public on 10/25/2024 15:25

Material Agreement - Form 425

Item 1.01 Entry into a Material Definitive Agreement.

Indenture and Senior Secured Notes due 2031

On October 25, 2024, Treasure Escrow Corporation (the "Escrow Issuer"), a wholly owned indirect subsidiary of Berry Global Group, Inc. ("Berry"), issued $800,000,000 aggregate principal amount of 7.250% senior secured notes due 2031 (the "Notes") pursuant to an indenture, dated as of October 25, 2024, between the Escrow Issuer and U.S. Bank Trust Company, National Association, as trustee (the "Trustee") and collateral agent (the "Indenture"). Prior to, substantially concurrently with, or immediately after the completion of the previously announced combination of Berry's Health, Hygiene and Specialties Global Nonwovens and Films business (the "HHNF Business") with Glatfelter Corporation, a Pennsylvania corporation ("Glatfelter"), in a Reverse Morris Trust transaction (the "Transaction"), Glatfelter, which will be renamed Magnera Corporation ("Magnera") in connection with the Transaction, ultimately will assume all obligations under the Notes and the Indenture (the "Magnera Assumption"), and the Escrow Issuer will be released from its obligations under the Notes and the Indenture. Prior to the Magnera Assumption, references to the "Issuer" in this description refer only to the Escrow Issuer. After the Magnera Assumption, references to the "Issuer" in this description refer only to Glatfelter (to be renamed Magnera) and not to Berry or any of its subsidiaries. The Escrow Issuer is a wholly owned direct subsidiary of Treasure Holdco, Inc., a Delaware corporation ("Spinco"), which is a wholly owned direct subsidiary of Berry Global, Inc., a Delaware corporation ("BGI"), and BGI is a wholly owned direct subsidiary of Berry.

The Notes are senior obligations of the Issuer and from and after the Escrow Release Date (as defined in the Indenture) will have the benefit of the first priority or second priority, as applicable, security interest in the collateral described below and will mature on November 15, 2031. The Notes bear interest at a rate of 7.250% per annum, payable semiannually, in cash in arrears, on April 15 and October 15 of each year, commencing on April 15, 2025, to holders of record at the close of business on April 1 or October 1, as the case may be, immediately preceding the interest payment date.

On or after November 15, 2027, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days' prior notice mailed by first-class mail or sent electronically to each holder's registered address, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on November 15 of the years set forth below:

Period Redemption Price
2027 103.625 %
2028 101.813 %
2029 and thereafter 100.000 %

On or after the Escrow Release Date but prior to November 15, 2027, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days' prior notice mailed by first-class mail or sent electronically to each holder's registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium (as defined in the Indenture) as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

In addition, on or after the Escrow Release Date but prior to November 15, 2027, the Issuer may redeem up to 10% of the aggregate principal amount of the Notes issued under the Indenture during any twelve-month period (but not more than three times), upon not less than 10 nor more than 60 days' prior notice mailed by first-class mail or sent electronically to each holder's registered address, at a redemption price equal to 103% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).