Item 7.01. Regulation FD Disclosure.
On February 26, 2021, Berry Global Group, Inc. ("Berry"), via one of its
indirect, wholly owned subsidiaries, commenced an offering of first priority
senior secured notes due 2026 (the "New Notes"). The New Notes would be an
additional issuance of the 1.57% First Priority Senior Secured Notes due 2026
issued pursuant to the indenture dated December 22, 2020 (the "Existing Notes")
and would be consolidated with and form a single series with the Existing Notes.
The New Notes offered would have the same terms as the Existing Notes, other
than the settlement date and offering price. The offering is subject to market
and other conditions. The New Notes will be 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 New
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 New 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. This information, which has not been previously reported, is
excerpted from a preliminary offering memorandum that is being disseminated in
connection with the offering described above. 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, or otherwise subject to the liabilities of that section, and
shall not be incorporated by reference into any filing under the Securities
Exchange Act of 1934 or the Securities Act, as amended, 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 February 26, 2021.
99.2 Excerpts from Preliminary Offering Memorandum dated February 26, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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