SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 11/21/17 Berry Global Group, Inc. 10-K 9/30/17 121:17M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.12M 13: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 102K 9: EX-10.2 Material Contract HTML 85K 10: EX-10.3 Material Contract HTML 102K 11: EX-10.7 Material Contract HTML 116K 12: EX-10.8 Material Contract HTML 118K 3: EX-21.1 Exh 21.1 Subsidiaries of the Registrant HTML 49K 4: EX-23.1 Exh 23.1 Consent of Independent Registered Public HTML 37K Accounting Firm 2: EX-12.1 Exh 12.1 Computation of Ratio Earnings to Fixed HTML 48K Charges 5: EX-31.1 Exh 31.1 Rule 13A-14(A)/15D-14(A) Certification of HTML 39K the Chief Executive Officer 6: EX-31.2 Exh 31.2 Rule 13A-14(A)/15D-14(A) Certification of HTML 39K the Chief Financial Officer 7: EX-32.1 Exh 32.1 Section 1350 Certification of the Chief HTML 35K Executive Officer 8: EX-32.2 Exh 32.2 Section 1350 Certification of the Chief HTML 35K Financial Officer 20: R1 Document and Entity Information HTML 62K 21: R2 Consolidated Statements of Income HTML 83K 22: R3 Consolidated Statements of Comprehensive Income HTML 57K 23: R4 Consolidated Balance Sheets HTML 106K 24: R5 Consolidated Balance Sheets (Parenthetical) HTML 36K 25: R6 Consolidated Statements of Changes in HTML 82K Stockholders' Equity (Deficit) 26: R7 Consolidated Statements of Cash Flows HTML 113K 27: R8 Basis of Presentation and Summary of Significant HTML 195K Accounting Policies 28: R9 Acquisition HTML 48K 29: R10 Long-Term Debt HTML 69K 30: R11 Financial Instruments and Fair Value Measurements HTML 119K 31: R12 Goodwill and Intangible Assets HTML 54K 32: R13 Lease and Other Commitments and Contingencies HTML 54K 33: R14 Accrued Expenses, Other Current Liabilities and HTML 59K Other Long-Term Liabilities 34: R15 Income Taxes HTML 134K 35: R16 Retirement Plans HTML 191K 36: R17 Restructuring and Impairment Charges HTML 84K 37: R18 Related Party Transactions HTML 37K 38: R19 Stockholders' Equity HTML 80K 39: R20 Segment and Geographic Data HTML 125K 40: R21 Net Income per Share HTML 55K 41: R22 Purchase of Non-Controlling Interest HTML 37K 42: R23 Guarantor and Non-Guarantor Financial Information HTML 666K 43: R24 Quarterly Financial Data (Unaudited) HTML 79K 44: R25 Subsequent Events HTML 38K 45: R26 Basis of Presentation and Summary of Significant HTML 264K Accounting Policies (Policies) 46: R27 Basis of Presentation and Summary of Significant HTML 163K Accounting Policies (Tables) 47: R28 Acquisition (Tables) HTML 41K 48: R29 Long-Term Debt (Tables) HTML 65K 49: R30 Financial Instruments and Fair Value Measurements HTML 111K (Tables) 50: R31 Goodwill and Intangible Assets (Tables) HTML 51K 51: R32 Lease and Other Commitments and Contingencies HTML 49K (Tables) 52: R33 Accrued Expenses, Other Current Liabilities and HTML 60K Other Long-Term Liabilities (Tables) 53: R34 Income Taxes (Tables) HTML 132K 54: R35 Retirement Plans (Tables) HTML 199K 55: R36 Restructuring and Impairment Charges (Tables) HTML 85K 56: R37 Stockholders' Equity (Tables) HTML 84K 57: R38 Segment and Geographic Data (Tables) HTML 130K 58: R39 Net Income per Share (Tables) HTML 54K 59: R40 Guarantor and Non-Guarantor Financial Information HTML 661K (Tables) 60: R41 Quarterly Financial Data (Unaudited) (Tables) HTML 79K 61: R42 Basis of Presentation and Summary of Significant HTML 37K Accounting Policies, Basis of Presentation (Details) 62: R43 Basis of Presentation and Summary of Significant HTML 40K Accounting Policies, Purchases of Raw Materials and Concentration of Risk (Details) 63: R44 Basis of Presentation and Summary of Significant HTML 38K Accounting Policies, Research and Development (Details) 64: R45 Basis of Presentation and Summary of Significant HTML 40K Accounting Policies, Stock-Based Compensation (Details) 65: R46 Basis of Presentation and Summary of Significant HTML 46K Accounting Policies, Allowance for Doubtful Accounts (Details) 66: R47 Basis of Presentation and Summary of Significant HTML 39K Accounting Policies, Accounts Receivable Factoring Agreements (Details) 67: R48 Basis of Presentation and Summary of Significant HTML 43K Accounting Policies, Inventories (Details) 68: R49 Basis of Presentation and Summary of Significant HTML 61K Accounting Policies, Property, Plant and Equipment (Details) 69: R50 Basis of Presentation and Summary of Significant HTML 37K Accounting Policies, Long-lived Assets (Details) 70: R51 Basis of Presentation and Summary of Significant HTML 81K Accounting Policies, Goodwill (Details) 71: R52 Basis of Presentation and Summary of Significant HTML 39K Accounting Policies, Deferred Financing Fees (Details) 72: R53 Basis of Presentation and Summary of Significant HTML 78K Accounting Policies, Intangible Assets (Details) 73: R54 Basis of Presentation and Summary of Significant HTML 62K Accounting Policies, Comprehensive Income (Loss) (Details) 74: R55 Basis of Presentation and Summary of Significant HTML 37K Accounting Policies, Accrued Rebates (Details) 75: R56 Acquisition, AEP Industries Inc. (Details) HTML 70K 76: R57 Acquisition, Adchem Corp (Details) HTML 49K 77: R58 Acquisition, AVINTIV Inc. (Details) HTML 57K 78: R59 Long-Term Debt, Summary of Long-Term Debt HTML 76K (Details) 79: R60 Long-Term Debt, Term Loans (Details) HTML 78K 80: R61 Long-Term Debt, Future Maturities of Long-Term HTML 57K Debt (Details) 81: R62 Financial Instruments and Fair Value Measurements, HTML 55K Interest Rate Swaps (Details) 82: R63 Financial Instruments and Fair Value Measurements, HTML 49K Fair Value of Derivatives and Location on Consolidated Balance Sheets (Details) 83: R64 Financial Instruments and Fair Value Measurements, HTML 48K Effect of Derivatives on Consolidated Statements of Operations (Details) 84: R65 Financial Instruments and Fair Value Measurements, HTML 78K Assets Measured at Fair Value on Non-Recurring Basis (Details) 85: R66 Goodwill and Intangible Assets (Details) HTML 79K 86: R67 Lease and Other Commitments and Contingencies HTML 100K (Details) 87: R68 Accrued Expenses, Other Current Liabilities and HTML 55K Other Long-Term Liabilities, Accrued Expenses and Other Current Liabilities (Details) 88: R69 Accrued Expenses, Other Current Liabilities and HTML 54K Other Long-Term Liabilities, Other Long-Term Liabilities (Details) 89: R70 Income Taxes, Components of Income Tax Expense HTML 67K (Details) 90: R71 Income Taxes, Effective Income Tax Rate HTML 72K Reconciliation (Details) 91: R72 Income Taxes, Net Deferred Income Tax Liability HTML 85K (Details) 92: R73 Income Taxes, Net Operating Loss and Tax Credit HTML 50K Carryforwards (Details) 93: R74 Income Taxes, Income Tax Receivable Agreement HTML 51K (Details) 94: R75 Income Taxes, Gross Unrecognized Tax Benefits HTML 55K (Details) 95: R76 Retirement Plans, Change in Projected Benefit HTML 116K Obligations and Fair Value of Plan Assets (Details) 96: R77 Retirement Plans, Weighted Average Assumptions HTML 51K Used to Determine Benefit Obligation and Benefit Cost (Details) 97: R78 Retirement Plans, Fair Value of Plan Assets HTML 105K (Details) 98: R79 Retirement Plans, Expected Future Benefit Payments HTML 52K (Details) 99: R80 Retirement Plans, Net Pension and Retiree Health HTML 49K Benefit Expense (Details) 100: R81 Retirement Plans, Plan Asset Allocations (Details) HTML 49K 101: R82 Restructuring and Impairment Charges, HTML 87K Restructuring Charges (Details) 102: R83 Restructuring and Impairment Charges, HTML 44K Restructuring Charges by Segment (Details) 103: R84 Restructuring and Impairment Charges, HTML 60K Restructuring Accrual Activity (Details) 104: R85 Related Party Transactions (Details) HTML 39K 105: R86 Stockholders' Equity, Equity Incentive Plans HTML 51K (Details) 106: R87 Stockholders' Equity, Stock Option Activity HTML 72K (Details) 107: R88 Stockholders' Equity, Valuation Assumptions used HTML 45K for Options Granted (Details) 108: R89 Stockholders' Equity, Options Outstanding HTML 63K (Details) 109: R90 Segment and Geographic Data, Selected Information HTML 117K by Reportable Segment (Details) 110: R91 Segment and Geographic Data, Selected Information HTML 56K by Geography (Details) 111: R92 Segment and Geographic Data, Selected Information HTML 61K by Product Line (Details) 112: R93 Net Income per Share (Details) HTML 66K 113: R94 Purchase of Non-Controlling Interest (Details) HTML 48K 114: R95 Guarantor and Non-Guarantor Financial Information, HTML 167K Condensed Supplemental Consolidated Statements of Operations (Details) 115: R96 Guarantor and Non-Guarantor Financial Information, HTML 171K Condensed Supplemental Consolidated Balance Sheet (Details) 116: R97 Guarantor and Non-Guarantor Financial Information, HTML 146K Condensed Supplemental Consolidated Statements of Cash Flows (Details) 117: R98 Quarterly Financial Data (Unaudited) (Details) HTML 58K 118: R99 Subsequent Events (Details) HTML 54K 120: XML IDEA XML File -- Filing Summary XML 218K 119: EXCEL IDEA Workbook of Financial Reports XLSX 143K 14: EX-101.INS XBRL Instance -- bery-20170930 XML 5.97M 16: EX-101.CAL XBRL Calculations -- bery-20170930_cal XML 324K 17: EX-101.DEF XBRL Definitions -- bery-20170930_def XML 1.12M 18: EX-101.LAB XBRL Labels -- bery-20170930_lab XML 2.89M 19: EX-101.PRE XBRL Presentations -- bery-20170930_pre XML 1.74M 15: EX-101.SCH XBRL Schema -- bery-20170930 XSD 239K 121: ZIP XBRL Zipped Folder -- 0001378992-17-000028-xbrl Zip 342K
(a)
|
Pursuant to Section 2.21 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 4 hereof:
|
(i)
|
The Initial Term K Lender agrees to make a single loan to the Borrower on the Effective Date (as defined below) in a principal amount equal to the amount set forth with respect to the Initial Term K Lender on Schedule 1A hereto.
|
(ii)
|
The Initial Term L Lender agrees to make a single loan to the Borrower on the Effective Date in a principal amount equal to the amount set forth with respect to the Initial Term L Lender on Schedule 1B hereto.
|
(b)
|
The Administrative Agent hereby approves of each of the Initial Term K Lender and the Initial Term L Lender as Incremental Term Lenders under the Credit Agreement and approves of the terms of the Term K Loans as set forth in Section 2 hereof and the terms of the Term L Loans as set forth in Section 3 hereof.
|
(i)
|
"Amendment Lead Arrangers" means Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA (through itself or one of its affiliates), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates) and Wells Fargo Securities, LLC.
|
(a)
|
The aggregate principal amount of the Term K Loans and Term K Loan Commitment shall be $1,147,500,000.
|
(c)
|
The Applicable Margin with respect to the Term K Loans shall be 2.25% per annum in the case of any Eurocurrency Loan that is a Term K Loan and shall be 1.25% for any ABR Loan that is a Term K Loan.
|
(d)
|
Solely for the purposes of calculation of interest payable in respect of Term K Loans, the term "ABR" shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as announced from time to time by Credit Suisse as its "prime rate" at its principal office in New York, New York and notified to the Borrower (the "Prime Rate") and (c) the daily ICE LIBOR (as defined below) (provided that, for the avoidance of doubt, the ICE LIBOR for any day shall be based on the rate determined on such day at approximately 11:00 a.m., London time) for a one month interest period plus 1% (the "Adjusted LIBO Rate"). Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and
including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.
|
(e)
|
Solely for the purposes of calculation of interest payable in respect of Term K Loans, the term "LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the greater of (a) 0.00% per annum and (b) the rate per annum equal to the ICE Benchmark Administration ("ICE LIBOR"), as published by Bloomberg (or other commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided, that if such rate is not available at such time for any reason, then the "LIBO Rate" for such Interest Period shall be the Interpolated Rate.
|
(f)
|
Solely for the purposes of calculation of interest payable in respect of Term K Loans, the term "Interpolated Rate" shall mean, in relation to the Eurocurrency Loan for any Loan, the rate which results from interpolating on a linear basis between: (a) the ICE Benchmark Administration's Interest Settlement Rates for deposits in Dollars for the longest period (for which that rate is available) which is less than the Interest Period and (b) the ICE Benchmark Administration's Interest Settlement Rates for deposits in Dollars for the shortest period (for which that rate is available) which exceeds the Interest Period, each as of approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.
|
(g)
|
Notwithstanding anything herein or in the Credit Agreement to the contrary, in the event that, on or prior to the six-month anniversary of the Effective Date, there occurs any Term K Loan Repricing Event (as defined below) or in connection with a Term K Loan Repricing Event constituting an amendment or conversion of Term K Loans, any Lender is required to assign its Term K Loans pursuant to Section 2.19(c) of the Credit Agreement, the Borrower shall on the date of such Term K Loan Repricing Event pay to the Administrative Agent, for the account of each Lender with such Term K Loans that are subject to such Term K Loan Repricing Event or are required to be so assigned, a fee equal to 1.00% of the principal amount of the Term K Loans subject to such Term K Loan Repricing Event or required to be so assigned; provided that any prepayment of any Term K Loans made in connection with a Change in Control shall not require the payment
of the 1.00% premium otherwise provided for in this paragraph.
|
(h)
|
All other terms not described herein and relating to the Term K Loans shall be the same as the terms of the Term D Loans in effect immediately prior to the Effective Date.
|
(a)
|
The aggregate principal amount of the Term L Loans and Term L Loan Commitment shall be $814,375,000.
|
(c)
|
The Applicable Margin with respect to the Term L Loans shall be 2.25% per annum in the case of any Eurocurrency Loan that is a Term L Loan and shall be 1.25% for any ABR Loan that is a Term L Loan.
|
(d)
|
Solely for the purposes of calculation of interest payable in respect of Term L Loans, the term "LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the greater of (a) 0.00% per annum and (b) the rate per annum equal to ICE LIBOR at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided, that if such rate is not available at such time for any reason, then the "LIBO Rate" for such Interest Period shall be the Interpolated Rate.
|
(e)
|
Notwithstanding anything herein or in the Credit Agreement to the contrary, in the event that, on or prior to the six-month anniversary of the Effective Date, there occurs any Term L Loan Repricing Event (as defined below) or in connection with a Term L Loan Repricing Event constituting an amendment or conversion of Term L Loans, any Lender is required to assign its Term L Loans pursuant to Section 2.19(c) of the Credit Agreement, the Borrower shall on the date of such Term L Loan Repricing Event pay to the Administrative Agent, for the account of each Lender with such Term L Loans that are subject to such Term L Loan Repricing Event or are required to be so assigned, a fee equal to 1.00% of the principal amount of the Term L Loans subject to such Term L Loan Repricing Event or required to be so assigned; provided that any prepayment of any Term L Loans made in connection with a Change in Control shall not require the payment
of the 1.00% premium otherwise provided for in this paragraph.
|
(f)
|
All other terms not described herein and relating to the Term L Loans shall be the same as the terms of the Term G Loans in effect immediately prior to the Effective Date.
|
(a)
|
The Administrative Agent (or its counsel) shall have received from each party hereto prior to giving effect to this Agreement either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
|
(b)
|
The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Bryan Cave LLP, special counsel for the Loan Parties, (ii) Jason Greene, in-house counsel for the Loan Parties, (iii) Faegre Baker Daniels, LLP, Minnesota counsel for certain of the Loan Parties, (iv) Gess Gess & Wallace, New Jersey counsel for certain of the Loan Parties, (v) Godfrey & Kahn, S.C., Wisconsin counsel for certain of the Loan Parties, (vi) Venable LLP, Maryland counsel for certain of the Loan Parties, and (vii) Gentry Locke Rakes & Moore, Virginia counsel for certain of the Loan Parties, in each case, each (A) dated the Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (C) customary in form and substance for transactions of the type contemplated hereby and reasonably satisfactory to the Administrative Agent and covering such matters as are customary for transactions
of the type contemplated hereby and consistent with the opinions delivered in connection with the Prior Incremental Assumption Agreements (to the extent applicable).
|
(c)
|
The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below:
|
(i)
|
a bringdown confirmation, dated not more than one Business Day prior to the Effective Date, as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party from the Secretary of State (or other similar official) of the jurisdiction of its organization;
|
(ii)
|
a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Effective Date and certifying,
|
(A)
|
that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the borrowing of Term K Loans and Term L Loans, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date,
|
(B)
|
that (1) except as amended by any amendment attached to such Secretary's or Assistant Secretary's certificate, neither the certificate or articles of incorporation, certificate of limited partnership or certificate of formation (as applicable) of such Loan Party, nor the by-laws, limited liability company, partnership agreement or other equivalent governing documents (as applicable) of such Loan Party, has been amended since the date of the last amendment thereto (x) attached to the Secretary's Certificate of Borrower and Guarantors dated as of January 19, 2017 (except in the case of Berry Global Films, LLC), or in the case of Holdings, attached to the Secretary's Certificate of Holdings dated as of January
19, 2017, in each case delivered to the Administrative Agent in connection with the consummation of the financing transactions described in the Incremental Assumption Agreement dated as of January 19, 2017, or (y) in the case of Berry Global Films, LLC, attached to the Secretary's Certificate of Berry Global Films, LLC, dated as of January 20, 2017, delivered to the Administrative Agent in connection with the merger of AEP Industries, Inc. with and into Berry Plastics Acquisition Corporation XV, LLC, of which Berry Global Films, LLC is the surviving company (as so amended, collectively, the "Loan Party Organizational Documents"), and (2) the Loan Party Organizational Documents have been in effect at all times since the date of the resolutions described in clause (A) above, and remain in effect on the Effective Date,
|
(C)
|
as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party; and
|
(D)
|
as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party;
|
(iii)
|
certification of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate delivered pursuant to Section 4(c)(ii); and
|
(iv)
|
a certificate of a Responsible Officer of the Borrower as to satisfaction of the condition set forth in Section 4(f) hereof.
|
(d)
|
the Administrative Agent, Amendment Lead Arrangers, the Initial Term K Lender and the Initial Term L Lender shall have received, to the extent invoiced at least three business days prior to the Effective Date, reimbursement or payment of (i) all reasonable expenses related to syndication of this Agreement, the Term K Loans and the Term L Loans and (ii) the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent and Amendment Lead Arrangers, in each case, required to be reimbursed or paid by the Loan Parties on or prior to the Effective Date, whether hereunder, under that certain Engagement Letter, dated as of January 31, 2017 among the Borrower, Citi (as defined therein), Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC, Barclays Bank PLC, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated (or any of its affiliates designated to act thereunder) and Wells Fargo Securities, LLC, or under any Loan Document.
|
(f)
|
The representations and warranties set forth in Article III of the Credit Agreement shall be true and correct in all material respects as of the Effective Date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and immediately after giving effect to the Borrowing of the Term K Loans and the Term L Loans, no Event of Default or Default shall have occurred and be continuing or would result therefrom.
|
(g)
|
The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower in the form attached as Annex A hereto certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the transactions contemplated hereby, are solvent.
|
(h)
|
The Amendment Lead Arrangers shall have received, at least three business days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent requested in writing at least 10 days prior to the Effective Date.
|
(i)
|
The Administrative Agent shall have received a Borrowing Request in respect of each of the Term K Loans and the Term L Loans as required by Section 2.03 of the Credit Agreement.
|
(j)
|
The Administrative Agent shall have received a "Life-of-Loan" flood hazard determination notice for each real property encumbered by a Mortgage, and if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party and (y) certificates of flood insurance evidencing any such insurance required by the Credit Agreement.
|
(k)
|
Substantially concurrently with the making by the Initial Term K Lender of its Term K Loans to the Borrower on the Effective Date, all of the principal, interest, fees and other amounts due and payable in respect of the Term D Loans under the Credit Agreement shall have been paid by the Borrower.
|
(l)
|
Substantially concurrently with the making by the Initial Term L Lender of its Term L Loans to the Borrower on the Effective Date, all of the principal, interest, fees and other amounts due and payable in respect of the Term G Loans under the Credit Agreement shall have been paid by the Borrower.
|
(a)
|
On and after the effectiveness of this Agreement, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Agreement.
|
(b)
|
Each Loan Document, after giving effect to this Agreement, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed, except that, on and after the effectiveness of this Agreement, each reference in each of the Loan Documents (including the Collateral Agreement and the other Security Documents) to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Agreement, and each reference to "Lender" therein shall, for the avoidance of doubt, include each holder of any Term K Loans, including the Initial Term K Lender, and each holder of any Term L Loans, including the Initial Term L Lender, respectively. Without limiting the generality of the foregoing, the Security Documents (in the case of the Mortgages, after giving effect to any
amendments thereto required in connection with the Term K Loans and the Term L Loans) and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, as amended by, and after giving effect to, this Agreement (in the case of the Mortgages, subject to any limitations contained in the Mortgages on maximum indebtedness or maximum indebtedness permitted to be secured thereby), in each case subject to the terms thereof.
|
(c)
|
Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Collateral Agreement) and confirms that (in the case of the Mortgages, if any after giving effect to any amendments required in connection with the Term K Loans and the Term L Loans) such liens and security interests continue to secure the Obligations under the Loan Documents, including, without limitation, all Obligations resulting from or incurred pursuant to the Term K Loans and Term L Loans (in the case of the Mortgages, subject to any limitations contained in the Mortgages on maximum indebtedness or maximum indebtedness permitted to be secured thereby),
in each case subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations pursuant to Article II of the Collateral Agreement.
|
(d)
|
The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, or constitute a waiver of any provision of any of the Loan Documents.
|
(a)
|
Each of the Initial Term K Lender and the Initial Term L Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.04 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) represents and warrants that its name set forth on its signature page hereto is its legal name; (iv) confirms that it is not the Borrower or any of its Subsidiaries or an Affiliate of any of them; (v) appoints and authorizes
each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vii) attaches any U.S. Internal Revenue Service forms required under Section 2.17 of the Credit Agreement.
|
(b)
|
On and after the Effective Date, each of the Initial Term K Lender and the Initial Term L Lender shall be a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender thereunder. All notices and other communications provided for hereunder or under the Loan Documents to the Initial Term K Lender or to the Initial Term L Lender shall be to its address as set forth in the administrative questionnaire such Lender has furnished to the Administrative Agent.
|
BERRY PLASTICS CORPORATION
|
Name: Mark W. Miles
|
Title: Chief Financial Officer
|
BERRY PLASTICS GROUP, INC.
|
Name: Mark V. Miles
|
Title: Chief Financial Officer
|
AEROCON, LLC
|
AVINTIV ACQUISITION CORPORATION
|
AVINTIV INC.
|
AVINTIV SPECIALTY MATERIALS INC.
|
BERRY PLASTICS ACQUISITION CORPORATION V
|
BERRY PLASTICS ACQUISITION CORPORATION XI
|
BERRY PLASTICS ACQUISITION CORPORATION XII
|
BERRY PLASTICS ACQUISITION CORPORATION XIII
|
BERRY GLOBAL FILMS, LLC
|
BERRY PLASTICS ACQUISITION LLC X
|
BERRY PLASTICS DESIGN, LLC
|
BERRY PLASTICS FILMCO, INC.
|
BERRY PLASTICS 1K, LLC
|
BERRY PLASTICS OPCO, INC.
|
BERRY PLASTICS SP, INC.
|
BERRY PLASTICS TECHNICAL SERVICES, INC.
|
BERRY STERLING CORPORATION
|
BPREX BRAZIL HOLDING INC.
|
BPREX CLOSURE SYSTEMS, LLC
|
BPREX CLOSURES KENTUCKY INC.
|
BPREX CLOSURES, LLC
|
BPREX DELTA INC.
|
BPREX HEALTHCARE BROOKVILLE INC.;
|
BPREX HEALTHCARE PACKAGING INC.
|
BPREX PLASTIC PACKAGING INC.
|
BPREX PLASTICS SERVICES. COMPANY INC.
|
BPREX PRODUCT DESIGN AND ENGINEERING INC.
|
BPREX SPECIALTY PRODUCTS PUERTO RICO INC.
|
CAPLAS, LLC
|
CAPTIVE PLASTICS HOLDINGS, LLC
|
CAPTIVE PLASTICS, LLC
|
CARDINAL PACKAGING, INC.
|
CHICOPEE, INC.
|
COVALENCE SPECIALTY ADHESIVES LLC
|
COVALENCE SPECIALTY COATINGS LLC
|
CPI HOLDING CORPORATION
|
Name: Jason K. Greene
|
Title: Executive Vice President, General Counsel and Secretary
|
DOMINION TEXTILE (USA), L.L.C.
|
FABRENE, L.L.C.
|
FIBERWEB GEOS, INC.
|
FIBERWEB, LLC
|
KERR GROUP, LLC
|
KNIGHT PLASTICS, LLC
|
OLD HICKORY STEAMWORKS, LLC
|
PACKERWARE, LLC
|
PESCOR, INC.
|
PGI EUROPE, INC.
|
PGI POLYMER, INC.
|
PLIANT INTERNATIONAL, LLC
|
PLIANT, LLC
|
POLY-SEAL, LLC
|
PRIME LABEL & SCREEN INCORPORATED
|
PRISTINE BRANDS CORPORATION
|
PROVIDENCIA USA, INC.
|
ROLLPAK CORPORATION
|
SAFFRON ACQUISITION, LLC
|
SEAL FOR LIFE INDUSTRIES, LLC
|
SETCO, LLC
|
SUN COAST INDUSTRIES, LLC
|
UNIPLAST HOLDINGS, LLC
|
UNIPLAST U.S., INC.
|
VENTURE PACKAGING, INC.
|
VENTURE PACKAGING MIDWEST, INC.
|
Name: Jason K. Greene
|
Title: Executive Vice President, General Counsel and Secretary
|
GRAFCO INDUSTRIES LIMITED PARTNERSHIP
|
its General Partner
|
Name: Jason K. Greene
|
Title: Executive Vice President, General Counsel and Secretary
|
CREDIT SUISSE AG, CAYMAN ISLANDS
|
BRANCH, as Administrative Agent
|
Name: Robert Hetu
|
Title: Authorized Signatory
|
Name: Nicholas Goss
|
Title: Authorized Signatory
|
CITIBANK, N.A., as Initial Term K Lender
|
CITIBANK, N.A., as Initial Term L Lender
|
BERRY PLASTICS CORPORATION
|
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/6/21 | ||||
2/8/20 | ||||
Filed on: | 11/21/17 | 4 | ||
For Period end: | 9/30/17 | |||
2/10/17 | 4, SC 13G/A | |||
1/31/17 | CORRESP, UPLOAD | |||
1/20/17 | 8-K | |||
1/19/17 | 8-K | |||
6/15/16 | ||||
10/1/15 | 8-K | |||
1/6/14 | 8-K | |||
2/8/13 | 8-K | |||
4/3/07 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/22/24 Berry Global Group, Inc. S-4/A 2:1.4M Toppan Merrill/FA 11/22/23 Berry Global Group, Inc. S-4 45:45M Toppan Merrill/FA 11/17/23 Berry Global Group, Inc. 10-K 9/30/23 95:13M Broadridge Fin’l So… Inc 11/18/22 Berry Global Group, Inc. 10-K 10/01/22 92:12M Broadridge Fin’l So… Inc 11/18/21 Berry Global Group, Inc. 10-K 10/02/21 91:13M Broadridge Fin’l So… Inc 9/02/21 Berry Global Group, Inc. S-4 46:49M Toppan Merrill/FA 11/23/20 Berry Global Group, Inc. 10-K 9/26/20 103:14M Broadridge Fin’l So… Inc |