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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

 

FORM 8-K 

 

 

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 13, 2024 

 

 

BERRY GLOBAL GROUP, INC.

(Exact name of registrant as specified in its charter) 

 

 

Delaware 1-35672 20-5234618
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)

(I.R.S. Employer

Identification No.)

 

101 Oakley Street

Evansville, Indiana 47710

 (Address of principal executive offices / Zip Code)

  

(812) 424-2904

(Registrant’s telephone number, including area code)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common stock, $.001 par value per share   BERY   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01.Other Events.

 

On May 13, 2024, Berry Global Group, Inc. (“Berry”) announced the pricing of an $800,000,000 private offering of first priority senior secured notes due 2031 (the “Notes”) to be issued by its wholly owned subsidiary, Berry Global, Inc. (the “Issuer”). A copy of the press release announcing the pricing of the offering is attached as Exhibit 99.1 hereto and incorporated in this Item 8.01 by reference.

 

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Notes have not been registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state or other securities laws. This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Item 9.01. “Financial Statements and Exhibits”

 

(d)  Exhibits: The following exhibits are being filed herewith:

 

99.1   Press release, dated May 13, 2024, announcing the pricing of the Notes offering.
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BERRY GLOBAL GROUP, INC.
  (Registrant)
   
Date: May 14, 2024 By: /s/ Jason K. Greene
  Name: Jason K. Greene
  Title Executive Vice President, Chief Legal Officer and Secretary