Item 1.01 Entry into a Material Definitive Agreement.
Indenture and 1.65% First Priority Senior Secured Notes due 2027
On
The First Priority Notes are senior obligations of BGI and have the benefit of
the first priority security interest in the collateral described below. The
First Priority Notes bear interest at a rate of 1.65%, payable semiannually, in
cash in arrears, on
Prior to
Any redemption or notice described above may, at BGI's discretion, be subject to one or more conditions precedent.
The First Priority Notes are fully and unconditionally guaranteed, jointly and severally, on a first priority senior secured basis, by each of BGI's existing and future direct or indirect subsidiaries that guarantees its senior secured credit facilities and its existing first and second priority senior secured notes, and by Berry on an unsecured basis. Under certain circumstances, subsidiaries may be released from these guarantees without the consent of the holders of the First Priority Notes.
The First Priority Notes and the guarantees thereof are unsubordinated obligations of BGI and the guarantors, are equal in right of payment to all of BGI's and such guarantors' existing and future unsubordinated indebtedness and structurally subordinated to all the liabilities of BGI's subsidiaries that are not or do not become subsidiary guarantors, are secured by a second priority lien on accounts receivable, inventory and certain related assets that secure BGI's revolving credit facility and a first priority security interest in substantially all of the other assets of BGI and the existing and future domestic subsidiary guarantors that guarantee its obligations under its senior secured credit facilities (subject to certain specified exceptions and permitted liens), are contractually senior to the existing second priority secured notes in respect of the right to receive proceeds of the collateral, are effectively senior to all of BGI's and the subsidiary guarantors' existing and future indebtedness that is not secured by a lien on the collateral to the extent of the value of the collateral securing the First Priority Notes, equal in right of BGI's existing first priority notes, and are effectively junior to the obligations under BGI's revolving credit facility to the extent of the value of the collateral that secures such facility on a senior basis.
The Indenture contains a number of restrictive covenants, including those relating to the ability of BGI to:
· create or incur certain liens; · incur debt or grant a subsidiary guarantee of debt incurred under our credit agreements or certain capital markets debt without also providing a guarantee of the First Priority Notes; and · transfer all or substantially all of BGI's assets or enter into merger or consolidation transactions. 1
Subject to certain limitations, in the event of the occurrence of both (1) a
change of control of BGI and (2) a withdrawal or downgrade of the investment
grade ratings of the First Priority Notes by two or more of
Upon the occurrence of certain events of default specified in the Indenture, the principal of, premium, if any, and accrued but unpaid interest and any other monetary obligations on all the then outstanding First Priority Notes may become due and payable immediately. The foregoing description of the First Priority Notes and the Indenture governing First Priority Notes is qualified in its entirety by reference to the actual text of the Indenture governing the First Priority Notes (including the forms of First Priority Notes included therein), which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Registration Rights Agreement
On
Pursuant to the Registration Rights Agreement, BGI and the Guarantors will agree
to use their commercially reasonable efforts to (x) within 270 days of
If, with respect to the First Priority Notes:
(1) BGI and the Guarantors are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or Commission policy; (2) for any reason the exchange offer is not consummated within 30 days after the date notice of the exchange offer is required to be mailed to the holders; or (3) any holder notifies us prior to the 20th day following consummation of the exchange offer that:
(a) it is prohibited by law or Commission policy from participating in the exchange offer;
(b) it may not resell the Exchange Notes acquired by it in the exchange offer to the public without delivering a prospectus (other than by reason of such holder's status as our affiliate) and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales;
(c) it is a broker-dealer and owns the First Priority Notes acquired directly from us or our affiliate,
BGI and the Guarantors will be obligated, with respect to the First Priority Notes, to cause to be filed with the Commission a shelf registration statement (the "Shelf Registration Statement") to cover the resales of the First Priority Notes, by holders thereof who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement, within 270 days after such filing obligation arises.
2
BGI and the Guarantors will use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as possible.
The Registration Rights Agreement provides that, if:
(1) unless the exchange offer would not be permitted under applicable law or . . .
Item 2.03 Creation of a Direct Financial Obligation.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, amongBerry Global, Inc. , certain guarantors party thereto,U.S. Bank National Association , as Trustee and Collateral Agent, relating to the 1.65% First Priority Senior Secured Notes due 2027, datedJune 14, 2021 . 4.2 Registration Rights Agreement, by and betweenBerry Global, Inc. ,Berry Global Group, Inc. , each subsidiary ofBerry Global, Inc. identified therein, andJ.P. Morgan Securities LLC ,Citigroup Global Markets Inc. andGoldman Sachs & Co. LLC , on behalf of themselves and as representatives of the initial purchasers, relating to the 1.65% First Priority Senior Secured Notes due 2027. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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