Berry Global Group Inc美股招股说明书(2025-01-14版)

Berry Global, Inc. a wholly owned subsidiary of Berry Global Group, Inc. OFFER TO EXCHANGE ITS 5.650% First Priority Senior Secured Notes due 2034, and 5.800% First Priority Senior Secured Notes due 2031 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), FOR AN EQUAL AMOUNT OF ITS OUTSTANDING 5.650% First Priority Senior Secured Notes due 2034, and 5.800% First Priority Senior Secured Notes due 2031 that were issued and sold in transactions exempt from registration under the Securities Act We are offering, upon the terms and subject to the conditions set forth in this prospectusand the accompanying letter of transmittal, to exchange an aggregate principal amount of upto $800,000,000 of our new 5.650% First Priority Senior Secured Notes due 2034 (the“5.650% Exchange Notes”), and an aggregate principal amount of up to $800,000,000 of ournew 5.800% First Priority Senior Secured Notes due 2031 (the “5.800% Exchange Notes” andtogether with the 5.650% Exchange Notes, the “Exchange Notes”), for an equal amount of ouroutstanding unregistered 5.650% First Priority Senior Secured Notes due 2034 (the “5.650%Outstanding Notes”) and unregistered 5.800% First Priority Senior Secured Notes due 2031(the “5.800% Outstanding Notes” and together with the 5.650% Outstanding Notes, the“Outstanding Notes”), in a transaction registered under the Securities Act of 1933, asamended, which we refer to as the “Securities Act.” We collectively refer to the ExchangeNotes and the Outstanding Notes as the “Notes.” We refer to the offers described in thisprospectus to exchange the Exchanges Notes for the Outstanding Notes as the “exchangeoffers.” The issuer of the Notes is Berry Global, Inc., which we refer to as “BGI” or the “Issuer.”BGI is a wholly owned subsidiary of Berry Global Group, Inc. Except as otherwise indicated,all references to “Berry,” “the Company,” “we,” “our,” “us,” and similar terms in thisprospectus refer to Berry Global Group, Inc. together with its subsidiaries through which itoperates. The Outstanding Notes are, and the Exchange Notes will be, fully and unconditionallyguaranteed, jointly and severally, on a first priority senior secured basis, by each of BGI’sexisting and future direct or indirect subsidiaries that guarantees our senior secured creditfacilities and our existing first and second priority senior secured notes, which we refer to asour existing first priority notes and our existing second priority notes, as applicable, and byBerry on an unsecured basis. The Outstanding Notes and the guarantees thereof are, and theExchange Notes and the guarantees thereof will be, unsubordinated obligations of BGI and theguarantors, are equal in right of payment to all of BGI’s and such guarantors’ existing andfuture unsubordinated indebtedness and structurally subordinated to all the liabilities of BGI’ssubsidiaries that are not or do not become subsidiary guarantors, are secured by a secondpriority lien on accounts receivable, inventory and certain related assets that secure BGI’s revolving credit facility and a firstpriority security interest in substantially all of the other assets of BGI and the existing andfuture domestic subsidiary guarantors that guarantee its obligations under its senior securedcredit facilities (subject to certain specified exceptions and permitted liens), are contractuallysenior to the existing second priority notes in respect of the right to receive proceeds of thecollateral, are effectively senior to all of BGI’s and the subsidiary guarantors’ existing andfuture indebtedness that is not secured by a lien on the collateral to the extent of the value ofthe collateral securing the Notes, equal in right of BGI’s other first priority notes, and areeffectively junior to the obligations under BGI’s revolving credit facility to the extent of thevalue of the collateral that secures such facility on a senior basis. We will exchange all Outstanding Notes that are validly tendered and not withdrawn priorto the expiration of the exchange offer. The Exchange Notes are substantially identical to theOutstanding Notes, except that the Exchange Notes will be registered under the Securities Actand will not be subject to transfer restrictions or entitled to registration rights, and theadditional interest provisions applicable to the outstanding notes in some circumstancesrelating to the timing of the exchange offers will not apply to the Exchange Notes. The exchange offers will expire at 5:00 p.m., New York City time, on February 11, 2025,unless we extend the offer.We will announce any extension by press release or other permittedmeans no later than 9:00 a.m. on the business day after the expiration of the exchange offers.Completion of the exchange offers is subject to certain customary conditions, which we maywaive. The exchange offers are not conditioned upon any minimum principal amount of theOutstanding Notes being tendered for exchange. The exchang