UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Securities Exchange Act of 1934
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| Item 7.01. | Regulation FD Disclosure. |
On October 7, 2024, Berry Global Group, Inc. (“Berry”) issued a press release announcing that it had commenced, via one of its indirect, wholly owned subsidiaries, Treasure Escrow Corporation, an offering of $500,000,000 senior secured notes due 2031 (the “Notes”). The offering is subject to market and other conditions.
The proceeds from the offering are intended to be used to fund a portion of the cash distribution to Berry Global, Inc., a wholly-owned subsidiary of Berry, by Treasure Holdco, Inc., an indirect, wholly-owned subsidiary of Berry (“Spinco”), in respect of the previously announced combination of Berry’s Health, Hygiene and Specialties Global Nonwovens and Films business with Glatfelter Corporation (“Glatfelter”), in a Reverse Morris Trust transaction (the “Transaction”), to repay certain existing indebtedness of Glatfelter and to pay certain fees and expenses. As previously disclosed, upon closing of the Transaction, the combined company will be renamed Magnera Corporation (“Magnera”). The issuance of the Notes would be issued in lieu of the same amount of debt previously intended to be provided under Spinco’s new credit facilities and such debt would be assumed by Magnera, in conjunction with and assuming closing of the Transaction. In connection with the Transaction, it is expected that Glatfelter’s existing 4.75% Senior Notes due 2029 will remain outstanding and would, from and after the closing of the Transaction, be secured on an equal and ratable basis with Magnera’s new term loan credit facility and the Notes.
The Notes will be offered 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 and will not be 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.
Berry is disclosing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.2, which information is incorporated by reference herein. The information in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated October 7, 2024. | |
| 99.2 | Supplemental Information. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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 thereunto duly authorized.
| BERRY GLOBAL GROUP, INC. | ||
| (Registrant) | ||
| Dated: October 7, 2024 | By: | /s/ Jason K. Greene |
| Name: | Jason K. Greene | |
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |