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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 Berry Global Group, Inc. 8-K:7,9 2/26/21 12:384K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-99.1 Miscellaneous Exhibit HTML 12K 3: EX-99.2 Miscellaneous Exhibit HTML 81K 8: R1 Cover HTML 46K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm218057d1_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- bery-20210226_lab XML 97K 6: EX-101.PRE XBRL Presentations -- bery-20210226_pre XML 64K 4: EX-101.SCH XBRL Schema -- bery-20210226 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001104659-21-028828-xbrl Zip 31K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i February 26, 2021
(Exact name of registrant as specified in charter)
| i Delaware | i 1-35672 | i 20-5234618 |
| (State of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
i Evansville, i Indiana i 47710
(Address of principal executive offices / Zip Code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| i Common Stock, $0.01 par value per share | i BERY | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
C:
| 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). |
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: February 26, 2021 | By: | /s/ Jason K. Greene |
| Name: | Jason K. Greene | |
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 2/26/21 | UPLOAD | ||
| 12/22/20 | 8-K | |||
| List all Filings | ||||