Notes to be Assumed by Magnera at Closing
Berry Global Group, Inc. (NYSE:BERY) (“Berry”) and Glatfelter
Corporation (NYSE:GLT) (“Glatfelter”) announced today that Berry’s
indirect, wholly-owned subsidiary, Treasure Escrow Corporation, a
Delaware corporation (the “Issuer”), plans to issue $500,000,000 of
senior secured notes due 2031 (the “Notes”).
The proceeds from the offering are intended to be used to fund a
portion of the cash distribution to Berry Global, Inc., a Delaware
corporation and wholly-owned subsidiary of Berry, by Treasure
Holdco, Inc., a Delaware corporation and 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, 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.
Unless the Transaction is consummated concurrently with the
closing of the offering, all proceeds of the offering will be
deposited into a segregated escrow account, together with any
additional amounts necessary to redeem the Notes, until the
obligations of the Issuer under the Notes are ultimately assumed by
Magnera, and certain other conditions are satisfied in connection
with the consummation of the Transaction. Amounts held in the
escrow account will be pledged for the benefit of the holders of
the Notes, pending the release of such funds in connection with the
consummation of the Transaction.
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 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 securities
laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful. Any
offers of the Notes will be made only by means of a private
offering memorandum.
About Berry
At Berry Global Group, Inc. (NYSE: BERY), we create innovative
packaging solutions that we believe make life better for people and
the planet. We do this every day by leveraging our unmatched global
capabilities, sustainability leadership, and deep innovation
expertise to serve customers of all sizes around the world.
Harnessing the strength in our diversity and industry-leading
talent of over 40,000 global employees across more than 250
locations, we partner with customers to develop, design, and
manufacture innovative products with an eye toward the circular
economy. The challenges we solve and the innovations we pioneer
benefit our customers at every stage of their journey.
About Glatfelter
Glatfelter is a leading global supplier of engineered materials
with a strong focus on innovation and sustainability. Glatfelter’s
high-quality, technology-driven, innovative, and customizable
nonwovens solutions can be found in products that are Enhancing
Everyday Life®. These include personal care and hygiene products,
food and beverage filtration, critical cleaning products, medical
and personal protection, packaging products, as well as home
improvement and industrial applications. Headquartered in
Charlotte, NC, Glatfelter’s 2023 revenue was $1.4 billion with
approximately 2,980 employees worldwide. Glatfelter’s operations
utilize a variety of manufacturing technologies including airlaid,
wetlaid and spunlace with fifteen manufacturing sites located in
the United States, Canada, Germany, France, Spain, the United
Kingdom, and the Philippines. Glatfelter has sales offices in all
major geographies serving customers under the Glatfelter and
Sontara® brands.
Cautionary Statement Concerning Forward-Looking
Statements
Statements in this release that are not historical, including
statements relating to the expected timing, completion and effects
of the proposed Transaction, and about the offering and issuance of
the Notes by the Issuer, are considered “forward-looking” within
the meaning of the federal securities laws and are presented
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. You can identify forward-looking
statements because they contain words such as “believes,”
“expects,” “may,” “will,” “should,” “would,” “could,” “seeks,”
“approximately,” “intends,” “plans,” “estimates,” “projects,”
“outlook,” “anticipates” or “looking forward,” or similar
expressions that relate to strategy, plans, intentions, or
expectations. All statements relating to estimates and statements
about the expected timing and structure of the proposed
Transaction, including the offering and issuance of the Notes, the
ability of the parties to complete the proposed Transaction,
benefits of the Transaction, including future financial and
operating results, executive and Board transition considerations,
the combined company’s plans, objectives, expectations and
intentions, and other statements that are not historical facts are
forward-looking statements. In addition, senior management of Berry
and Glatfelter, from time to time may make forward-looking public
statements concerning expected future operations and performance
and other developments.
Actual results may differ materially from those that are
expected due to a variety of factors, including without limitation:
the occurrence of any event, change or other circumstances that
could give rise to the termination of the proposed Transaction; the
risk that the Glatfelter shareholders may not approve the
Transaction proposals; the risk that the necessary regulatory
approvals may not be obtained or may be obtained subject to
conditions that are not anticipated or may be delayed; risks that
any of the other closing conditions to the proposed Transaction may
not be satisfied in a timely manner; risks that the anticipated tax
treatment of the proposed Transaction is not obtained; risks
related to potential litigation brought in connection with the
proposed Transaction; uncertainties as to the timing of the
consummation of the proposed transactions; unexpected costs,
charges or expenses resulting from the proposed transactions; risks
and costs related to the implementation of the separation of the
business, operations and activities that constitute the global
nonwovens and hygiene films business of Berry into Spinco,
including timing anticipated to complete the separation; any
changes to the configuration of the businesses included in the
separation if implemented; the risk that the integration of the
combined company is more difficult, time consuming or costly than
expected; risks related to financial community and rating agency
perceptions of each of Berry and Glatfelter and its business,
operations, financial condition and the industry in which they
operate; risks related to disruption of management time from
ongoing business operations due to the proposed Transaction;
failure to realize the benefits expected from the proposed
Transaction; the risk that the offering and issuance of the Notes
may not be effected on terms that are advantageous to the Issuer,
Spinco or, after the closing of the Transaction, Magnera, or at
all; effects of the announcement, pendency or completion of the
proposed Transaction on the ability of the parties to retain
customers and retain and hire key personnel and maintain
relationships with their counterparties, and on their operating
results and businesses generally; and other risk factors detailed
from time to time in Glatfelter’s and Berry’s reports filed with
the Securities and Exchange Commission (“SEC”), including annual
reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and other documents filed with the SEC. These
risks, as well as other risks associated with the proposed
Transaction, are more fully discussed in the proxy
statement/prospectus and the registration statements filed with the
SEC in connection with the proposed Transaction. The foregoing list
of important factors may not contain all of the material factors
that are important to you. New factors may emerge from time to
time, and it is not possible to either predict new factors or
assess the potential effect of any such new factors. Accordingly,
readers should not place undue reliance on those statements. All
forward-looking statements are based upon information available as
of the date hereof. All forward-looking statements are made only as
of the date hereof and neither Berry, Glatfelter, the Issuer,
Spinco nor Magnera undertake any obligation to update or revise any
forward-looking statement as a result of new information, future
events or otherwise, except as otherwise required by law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed Transaction between Berry and Glatfelter.
In connection with the proposed Transaction, Glatfelter filed a
registration statement on Form S-4 containing a proxy
statement/prospectus with the SEC which was declared effective on
September 17, 2024. Glatfelter has also filed a proxy
statement/prospectus which was sent to Glatfelter’s shareholders on
or about September 20, 2024. In addition, Spinco filed a
registration statement on Form 10 in connection with its separation
from Berry. The Form 10 has not yet been declared effective. This
communication is not a substitute for the registration statements,
proxy statement/prospectus or any other document which Berry and/or
Glatfelter may file with the SEC. STOCKHOLDERS OF BERRY AND
GLATFELTER ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE REGISTRATION STATEMENTS AND PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain copies of the registration statements and proxy
statement/prospectus as well as other filings containing
information about Berry and Glatfelter, as well as Spinco, without
charge, at the SEC’s website, www.sec.gov. Copies of documents
filed with the SEC by Berry or Spinco will be made available free
of charge on Berry’s investor relations website at
ir.berryglobal.com. Copies of documents filed with the SEC by
Glatfelter will be made available free of charge on Glatfelter’s
investor relations website at www.glatfelter.com/investors.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to sell, subscribe for or buy, or a
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, sale or solicitation would be
unlawful, prior to registration or qualification under the
securities laws of any such jurisdiction. No offer or sale of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, as amended,
and otherwise in accordance with applicable law.
Participants in Solicitation
Berry and its directors and executive officers, and Glatfelter
and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the holders of
Glatfelter common stock and/or the offering of securities in
respect of the proposed Transaction. Information about the
directors and executive officers of Berry, including a description
of their direct or indirect interests, by security holdings or
otherwise, is set forth under the caption “Security Ownership of
Beneficial Owners and Management” in the definitive proxy statement
for Berry’s 2024 Annual Meeting of Stockholders, which was filed
with the SEC on January 4, 2024
(www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001378992/000110465924001073/tm2325571d6_def14a.htm).
Information about the directors and executive officers of
Glatfelter including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth under
the caption “Security Ownership of Certain Beneficial Owners and
Management” in the proxy statement for Glatfelter’s 2024 Annual
Meeting of Shareholders, which was filed with the SEC on March 26,
2024
(www.sec.gov/ix?doc=/Archives/edgar/data/0000041719/000004171924000013/glt-20240322.htm).
Additional information regarding the interests of these
participants can also be found in the Form S-4 and the proxy
statement/prospectus filed by Glatfelter with the SEC and the
registration statement on Form 10 filed by Spinco with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241006111345/en/
Investor Contact Dustin Stilwell VP, Investor Relations
+1 812.306.2964 ir@berryglobal.com
Berry Global (NYSE:BERY)
Historical Stock Chart
From Nov 2024 to Dec 2024
Berry Global (NYSE:BERY)
Historical Stock Chart
From Dec 2023 to Dec 2024