A Delaware corporation
|
101 Oakley Street, Evansville, Indiana, 47710
(812) 424-2904
|
IRS employer identification number 20-5234618
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.01 par value per share
|
New York Stock Exchange
|
Large accelerated filer
|
Accelerated filer
|
Non-accelerated filer
|
Small reporting company
|
Emerging growth company
☐
|
Class
|
|
Outstanding at November 21, 2017
|
Common Stock, $.01 par value per share
|
|
131.0 million shares
|
● |
risks associated with our substantial indebtedness and debt service;
|
● |
changes in prices and availability of resin and other raw materials and our ability to pass on changes in raw material prices on a timely basis;
|
● |
performance of our business and future operating results;
|
● |
risks related to acquisitions and integration of acquired businesses;
|
● |
reliance on unpatented proprietary know-how and trade secrets;
|
● |
increases in the cost of compliance with laws and regulations, including environmental, safety, production and product laws and regulations;
|
● |
risks related to disruptions in the overall economy and the financial markets that may adversely impact our business;
|
● |
risks of catastrophic loss of one of our key manufacturing facilities, natural disasters, and other unplanned business interruptions;
|
●
|
risks related to market acceptance of our developing technologies and products;
|
●
|
general business and economic conditions, particularly an economic downturn;
|
●
|
ability of our insurance to fully cover potential exposures;
|
●
|
risks that our restructuring programs may entail greater implementation costs or result in lower savings than anticipated;
|
● |
risks of competition, including foreign competition, in our existing and future markets; and
|
● |
the other factors discussed in the section titled "Risk Factors."
|
|
|
Page
|
|
PART I
|
|
|
PART II
|
|
|
|
|
|
PART III
|
|
|
|
|
|
PART IV
|
|
|
|
|
|
limit our ability to borrow money for our working capital, capital expenditures, debt service requirements or other corporate purposes;
|
|
increase our vulnerability to general adverse economic and industry conditions; and
|
|
limit our ability to respond to business opportunities, including growing our business through acquisitions.
|
Geographic Region
|
Total Facilities
|
Leased Facilities
|
||
North America
|
98
|
27
|
||
Europe, Middle East
|
16
|
5
|
||
South America
|
4
|
1
|
||
Asia, Australia
|
9
|
2
|
|
Fiscal 2017
|
Fiscal 2016
|
||||||||||||||
|
High
|
Low
|
High
|
Low
|
||||||||||||
1st quarter
|
$
|
51.68
|
$
|
42.46
|
$
|
37.59
|
$
|
28.41
|
||||||||
2nd quarter
|
52.97
|
47.19
|
36.66
|
27.79
|
||||||||||||
3rd quarter
|
58.95
|
47.24
|
40.00
|
34.96
|
||||||||||||
4th quarter
|
58.85
|
54.89
|
46.26
|
38.19
|
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
Fiscal 2014
|
Fiscal 2013
|
|||||||||||||||
Statement of Operations Data:
Net sales
|
$
|
7,095
|
$
|
6,489
|
$
|
4,881
|
$
|
4,958
|
$
|
4,647
|
||||||||||
Operating income
|
732
|
581
|
408
|
316
|
386
|
|||||||||||||||
Net income
|
340
|
236
|
86
|
62
|
57
|
|||||||||||||||
Net Income Per Share Data:
|
||||||||||||||||||||
Basic, net income per share
|
$
|
2.66
|
$
|
1.95
|
$
|
0.72
|
$
|
0.53
|
$
|
0.50
|
||||||||||
Diluted, net income per share
|
2.56
|
1.89
|
0.70
|
0.51
|
0.48
|
|||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Total assets
|
$
|
8,476
|
$
|
7,653
|
$
|
5,028
|
$
|
5,252
|
$
|
5,111
|
||||||||||
Long-term debt obligations
|
5,641
|
5,755
|
3,685
|
3,902
|
3,922
|
|||||||||||||||
Statement of Cash Flow Data:
|
||||||||||||||||||||
Net cash from operating activities
|
$
|
975
|
$
|
857
|
$
|
637
|
$
|
530
|
$
|
464
|
||||||||||
Net cash from investing activities
|
(774
|
)
|
(2,579
|
)
|
(165
|
)
|
(422
|
)
|
(245
|
)
|
||||||||||
Net cash from financing activities
|
(226
|
)
|
1,817
|
(365
|
)
|
(119
|
)
|
(164
|
)
|
|
Polyethylene Butene Film
|
Polypropylene
|
||||||||||||||||||||||
|
2017
|
2016
|
2015
|
2017
|
2016
|
2015
|
||||||||||||||||||
1st quarter
|
$
|
.75
|
$
|
.69
|
$
|
.86
|
$
|
.69
|
$
|
.70
|
$
|
.92
|
||||||||||||
2nd quarter
|
.77
|
.66
|
.75
|
.80
|
.75
|
.73
|
||||||||||||||||||
3rd quarter
|
.79
|
.73
|
.76
|
.74
|
.71
|
.68
|
||||||||||||||||||
4th quarter
|
.81
|
.75
|
.73
|
.75
|
.71
|
.66
|
Consolidated Overview
|
Fiscal Year
|
|||||||||||||||
|
2017
|
2016
|
$ Change
|
% Change
|
||||||||||||
Net sales
|
$
|
7,095
|
$
|
6,489
|
$
|
606
|
9
|
%
|
||||||||
Operating income
|
$
|
732
|
$
|
581
|
$
|
151
|
26
|
%
|
||||||||
Operating income percentage of net sales
|
10
|
%
|
9
|
%
|
Engineered Materials
|
Fiscal Year
|
|||||||||||||||
|
2017
|
2016
|
$ Change
|
% Change
|
||||||||||||
Net sales
|
$
|
2,375
|
$
|
1,627
|
$
|
748
|
46
|
%
|
||||||||
Operating income
|
$
|
316
|
$
|
182
|
$
|
134
|
74
|
%
|
||||||||
Operating income percentage of net sales
|
13
|
%
|
11
|
%
|
Health, Hygiene & Specialties
|
Fiscal Year
|
|||||||||||||||
|
2017
|
2016
|
$ Change
|
% Change
|
||||||||||||
Net sales
|
$
|
2,369
|
$
|
2,400
|
$
|
(31
|
)
|
(1
|
)%
|
|||||||
Operating income
|
$
|
216
|
$
|
196
|
$
|
20
|
10
|
%
|
||||||||
Operating income percentage of net sales
|
9
|
%
|
8
|
%
|
Consumer Packaging
|
Fiscal Year
|
|||||||||||||||
|
2017
|
2016
|
$ Change
|
% Change
|
||||||||||||
Net sales
|
$
|
2,351
|
$
|
2,462
|
$
|
(111
|
)
|
(5
|
)%
|
|||||||
Operating income
|
$
|
200
|
$
|
203
|
$
|
(3
|
)
|
(1
|
)%
|
|||||||
Operating income percentage of net sales
|
9
|
%
|
8
|
%
|
Debt extinguishment
|
Fiscal Year
|
|||||||||||||||
|
2017
|
2016
|
$ Change
|
% Change
|
||||||||||||
Debt extinguishment
|
$
|
10
|
$
|
4
|
$
|
6
|
150
|
%
|
Other expense (income), net
|
Fiscal Year
|
|||||||||||||||
|
2017
|
2016
|
$ Change
|
% Change
|
||||||||||||
Other expense (income), net
|
$
|
4
|
$
|
(22
|
)
|
$
|
26
|
118
|
%
|
Interest expense
|
Fiscal Year
|
|||||||||||||||
|
2017
|
2016
|
$ Change
|
% Change
|
||||||||||||
Interest expense, net
|
$
|
269
|
$
|
291
|
$
|
(22
|
)
|
(8
|
)%
|
Income tax expense
|
Fiscal Year
|
|||||||||||||||
|
2017
|
2016
|
$ Change
|
% Change
|
||||||||||||
Income tax expense
|
$
|
109
|
$
|
72
|
$
|
37
|
51
|
%
|
Comprehensive Income
|
Fiscal Year
|
|||||||||||||||
|
2017
|
2016
|
$ Change
|
% Change
|
||||||||||||
Comprehensive Income
|
$
|
420
|
$
|
207
|
$
|
213
|
103
|
%
|
Consolidated Overview
|
Fiscal Year
|
|||||||||||||||
|
2016
|
2015
|
$ Change
|
% Change
|
||||||||||||
Net sales
|
$
|
6,489
|
$
|
4,881
|
$
|
1,608
|
33
|
%
|
||||||||
Operating income
|
$
|
581
|
$
|
408
|
$
|
173
|
42
|
%
|
||||||||
Operating income percentage of net sales
|
9
|
%
|
8
|
%
|
Engineered Materials
|
Fiscal Year
|
|||||||||||||||
|
2016
|
2015
|
$ Change
|
% Change
|
||||||||||||
Net sales
|
$
|
1,627
|
$
|
1,701
|
$
|
(74
|
)
|
(4
|
)%
|
|||||||
Operating income
|
$
|
182
|
$
|
149
|
$
|
33
|
22
|
%
|
||||||||
Operating income percentage of net sales
|
11
|
%
|
9
|
%
|
Health, Hygiene & Specialties
|
Fiscal Year
|
|||||||||||||||
|
2016
|
2015
|
$ Change
|
% Change
|
||||||||||||
Net sales
|
$
|
2,400
|
$
|
650
|
$
|
1,750
|
269
|
%
|
||||||||
Operating income
|
$
|
196
|
$
|
59
|
$
|
137
|
232
|
%
|
||||||||
Operating income percentage of net sales
|
8
|
%
|
9
|
%
|
Consumer Packaging
|
Fiscal Year
|
|||||||||||||||
|
2016
|
2015
|
$ Change
|
% Change
|
||||||||||||
Net sales
|
$
|
2,462
|
$
|
2,530
|
$
|
(68
|
)
|
(3
|
)%
|
|||||||
Operating income
|
$
|
203
|
$
|
200
|
$
|
3
|
2
|
%
|
||||||||
Operating income percentage of net sales
|
8
|
%
|
8
|
%
|
Debt extinguishment
|
Fiscal Year
|
|||||||||||||||
|
2016
|
2015
|
$ Change
|
% Change
|
||||||||||||
Debt extinguishment
|
$
|
4
|
$
|
94
|
$
|
(90
|
)
|
(96
|
)%
|
Other expense (income), net
|
Fiscal Year
|
|||||||||||||||
|
2016
|
2015
|
$ Change
|
% Change
|
||||||||||||
Other expense (income), net
|
$
|
(22
|
)
|
$
|
1
|
$
|
(23
|
)
|
(2,300
|
)%
|
Interest expense
|
Fiscal Year
|
|||||||||||||||
|
2016
|
2015
|
$ Change
|
% Change
|
||||||||||||
Interest expense, net
|
$
|
291
|
$
|
191
|
$
|
100
|
52
|
%
|
Income tax expense
|
Fiscal Year
|
|||||||||||||||
|
2016
|
2015
|
$ Change
|
% Change
|
||||||||||||
Income tax expense
|
$
|
72
|
$
|
36
|
$
|
36
|
100
|
%
|
Comprehensive Income
|
Fiscal Year
|
|||||||||||||||
|
2016
|
2015
|
$ Change
|
% Change
|
||||||||||||
Comprehensive Income
|
$
|
207
|
$
|
10
|
$
|
197
|
1970
|
%
|
|
Payments due by period as of the end of fiscal 2017
|
|||||||||||||||||||
|
Total
|
< 1 year
|
1-3 years
|
4-5 years
|
> 5 years
|
|||||||||||||||
Long-term debt, excluding capital leases
|
$
|
5,556
|
$
|
5
|
$
|
1,010
|
$
|
824
|
$
|
3,717
|
||||||||||
Capital leases
(a)
|
146
|
33
|
60
|
41
|
12
|
|||||||||||||||
Fixed interest rate payments
|
533
|
87
|
175
|
175
|
96
|
|||||||||||||||
Variable interest rate payments
(b)
|
630
|
153
|
270
|
168
|
39
|
|||||||||||||||
Operating leases
|
426
|
64
|
104
|
80
|
178
|
|||||||||||||||
Total contractual cash obligations
|
$
|
7,291
|
$
|
342
|
$
|
1,619
|
$
|
1,288
|
$
|
4,042
|
(a) |
Includes anticipated interest of $15 million over the life of the capital leases.
|
(b) |
Based on applicable interest rates in effect end of fiscal 2017.
|
Years Ended
|
||||||||||||
September 30, 2017
|
October 1, 2016
|
September 26, 2015
|
||||||||||
Cash flow from operating activities
|
$
|
975
|
$
|
857
|
$
|
637
|
||||||
Net additions to property, Additions to property, plant and equipment, net
|
(263
|
)
|
(283
|
)
|
(162
|
)
|
||||||
Payments of tax receivable agreement
|
(111
|
)
|
(57
|
)
|
(39
|
)
|
||||||
Adjusted free cash flow
|
$
|
601
|
$
|
517
|
$
|
436
|
|
Fair Value
July 1, 2017
|
Carrying Value July 1, 2017
|
Goodwill as of
September 30, 2017
|
|||||
HHS – South America
|
390
|
359
|
|
107
|
||||
HHS – Asia
|
530
|
356
|
|
75
|
Reports of Independent Registered Public Accounting Firm
|
26
|
Consolidated Statements of Income and Comprehensive Income for fiscal 2017, 2016 and 2015
|
28
|
Consolidated Balance Sheets as of fiscal 2017 and 2016
|
29
|
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for fiscal 2017, 2016 and 2015
|
30
|
Consolidated Statements of Cash Flows for fiscal 2017, 2016 and 2015
|
31
|
Notes to Consolidated Financial Statements
|
32
|
Item 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
1. |
Financial Statements
|
2. |
Financial Statement Schedules
|
3. |
Exhibits
|
|
Fiscal years ended
|
|||||||||||
|
September 30, 2017
|
October 1, 2016
|
September 26, 2015
|
|||||||||
Net sales
|
$
|
7,095
|
$
|
6,489
|
$
|
4,881
|
||||||
Costs and expenses:
|
||||||||||||
Cost of goods sold
|
5,691
|
5,202
|
4,012
|
|||||||||
Selling, general and administrative
|
494
|
531
|
357
|
|||||||||
Amortization of intangibles
|
154
|
143
|
91
|
|||||||||
Restructuring and impairment charges
|
24
|
32
|
13
|
|||||||||
Operating income
|
732
|
581
|
408
|
|||||||||
|
||||||||||||
Debt extinguishment
|
10
|
4
|
94
|
|||||||||
Other (income) expense, net
|
4
|
(22
|
)
|
1
|
||||||||
Interest expense, net
|
269
|
291
|
191
|
|||||||||
Income before income taxes
|
449
|
308
|
122
|
|||||||||
Income tax expense
|
109
|
72
|
36
|
|||||||||
Net income
|
$
|
340
|
$
|
236
|
$
|
86
|
||||||
Net income per share:
|
||||||||||||
Basic (see footnote 14)
|
$
|
2.66
|
$
|
1.95
|
$
|
0.72
|
||||||
Diluted (see footnote 14)
|
$
|
2.56
|
$
|
1.89
|
$
|
0.70
|
|
Fiscal years ended
|
|||||||||||
|
September 30, 2017
|
October 1, 2016
|
September 26, 2015
|
|||||||||
Net income
|
$
|
340
|
$
|
236
|
$
|
86
|
||||||
Currency translation
|
34
|
(1
|
)
|
(45
|
)
|
|||||||
Defined benefit pension and retiree health benefit plans
|
38
|
(23
|
)
|
(16
|
)
|
|||||||
Interest rate hedges
|
28
|
(14
|
)
|
(33
|
)
|
|||||||
Provision for income taxes related to other comprehensive income items
|
(20
|
)
|
9
|
18
|
||||||||
Other comprehensive income, net of tax
|
80
|
(29
|
)
|
(76
|
)
|
|||||||
Comprehensive income
|
$
|
420
|
$
|
207
|
$
|
10
|
|
September 30, 2017
|
October 1, 2016
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
306
|
$
|
323
|
||||
Accounts receivable, net
|
847
|
704
|
||||||
Inventories
|
762
|
660
|
||||||
Prepaid expenses and other current assets
|
89
|
105
|
||||||
Total current assets
|
2,004
|
1,792
|
||||||
Property, plant and equipment, net
|
2,366
|
2,224
|
||||||
Goodwill and intangible assets, net
|
4,061
|
3,606
|
||||||
Other assets
|
45
|
31
|
||||||
Total assets
|
$
|
8,476
|
$
|
7,653
|
||||
|
||||||||
Liabilities
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
638
|
$
|
539
|
||||
Accrued expenses and other current liabilities
|
463
|
449
|
||||||
Current portion of long-term debt
|
33
|
43
|
||||||
Total current liabilities
|
1,134
|
1,031
|
||||||
Long-term debt, less current portion
|
5,608
|
5,712
|
||||||
Deferred income taxes
|
419
|
272
|
||||||
Other long-term liabilities
|
300
|
417
|
||||||
Total liabilities
|
7,461
|
7,432
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' Equity:
|
||||||||
Common stock: (130.9 and 122.0 shares issued, respectively)
|
1
|
1
|
||||||
Additional paid-in capital
|
823
|
449
|
||||||
Non-controlling interest
|
3
|
3
|
||||||
Retained earnings (deficit)
|
256
|
(84
|
)
|
|||||
Accumulated other comprehensive loss
|
(68
|
)
|
(148
|
)
|
||||
Total stockholders' equity
|
1,015
|
221
|
||||||
Total liabilities and stockholders' equity
|
$
|
8,476
|
$
|
7,653
|
|
Common Stock
|
Additional Paid-in Capital
|
Non-Controlling Interest
|
Accumulated Other Comprehensive Loss
|
Retained Earnings (Deficit)
|
Total
|
||||||||||||||||||
Balance at September 27, 2014
|
$
|
1
|
$
|
367
|
$
|
3
|
$
|
(43
|
)
|
$
|
(442
|
)
|
$
|
(114
|
)
|
|||||||||
Stock compensation expense
|
—
|
21
|
—
|
—
|
—
|
21
|
||||||||||||||||||
Proceeds from issuance of common stock
|
—
|
18
|
—
|
—
|
—
|
18
|
||||||||||||||||||
Interest rate hedge, net of tax
|
—
|
—
|
—
|
(21
|
)
|
—
|
(21
|
)
|
||||||||||||||||
Net income attributable to the Company
|
—
|
—
|
—
|
—
|
86
|
86
|
||||||||||||||||||
Currency translation
|
—
|
—
|
—
|
(45
|
)
|
—
|
(45
|
)
|
||||||||||||||||
Defined benefit pension and retiree health benefit plans, net of tax
|
—
|
—
|
—
|
(10
|
)
|
—
|
(10
|
)
|
||||||||||||||||
Balance at September 26, 2015
|
$
|
1
|
$
|
406
|
$
|
3
|
$
|
(119
|
)
|
$
|
(356
|
)
|
$
|
(65
|
)
|
|||||||||
Stock compensation expense
|
—
|
20
|
—
|
—
|
—
|
20
|
||||||||||||||||||
Cumulative effect of excess tax benefit from the adoption of ASU 2016-09
|
—
|
—
|
—
|
—
|
36
|
36
|
||||||||||||||||||
Proceeds from issuance of common stock
|
—
|
26
|
—
|
—
|
—
|
26
|
||||||||||||||||||
Interest rate hedge, net of tax
|
—
|
—
|
—
|
(9
|
)
|
—
|
(9
|
)
|
||||||||||||||||
Net income attributable to the Company
|
—
|
—
|
—
|
—
|
236
|
236
|
||||||||||||||||||
Currency translation
|
—
|
—
|
—
|
(1
|
)
|
—
|
(1
|
)
|
||||||||||||||||
Defined benefit pension and retiree health benefit plans, net of tax
|
—
|
—
|
—
|
(19
|
)
|
—
|
(19
|
)
|
||||||||||||||||
Other equity
|
—
|
(3
|
)
|
—
|
—
|
—
|
(3
|
)
|
||||||||||||||||
Balance at October 1, 2016
|
$
|
1
|
$
|
449
|
$
|
3
|
$
|
(148
|
)
|
$
|
(84
|
)
|
$
|
221
|
||||||||||
Stock compensation expense
|
—
|
20
|
—
|
—
|
—
|
20
|
||||||||||||||||||
Proceeds from issuance of common stock
|
—
|
31
|
—
|
—
|
—
|
31
|
||||||||||||||||||
Interest rate hedge, net of tax
|
—
|
—
|
—
|
18
|
—
|
18
|
||||||||||||||||||
Net income attributable to the Company
|
—
|
—
|
—
|
—
|
340
|
340
|
||||||||||||||||||
Currency translation
|
—
|
—
|
—
|
34
|
—
|
34
|
||||||||||||||||||
Defined benefit pension and retiree health benefit plans, net of tax
|
—
|
—
|
—
|
28
|
—
|
28
|
||||||||||||||||||
Equity issuance, net (see Footnote 2)
|
—
|
323
|
—
|
—
|
—
|
323
|
||||||||||||||||||
Balance at September 30, 2017
|
$
|
1
|
$
|
823
|
$
|
3
|
$
|
(68
|
)
|
$
|
256
|
$
|
1,015
|
|
Fiscal years ended
|
|||||||||||
|
September 30, 2017
|
October 1, 2016
|
September 26, 2015
|
|||||||||
|
||||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net income
|
$
|
340
|
$
|
236
|
$
|
86
|
||||||
|
||||||||||||
Adjustments to reconcile net cash from operating activities:
|
||||||||||||
Depreciation
|
367
|
382
|
259
|
|||||||||
Amortization of intangibles
|
154
|
143
|
91
|
|||||||||
Non-cash interest expense
|
9
|
9
|
6
|
|||||||||
Debt extinguishment
|
10
|
4
|
94
|
|||||||||
Stock compensation expense
|
20
|
20
|
21
|
|||||||||
Deferred income tax
|
5
|
31
|
26
|
|||||||||
Other non-cash operating activities, net
|
15
|
(13
|
)
|
2
|
||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, net
|
(41
|
)
|
(34
|
)
|
46
|
|||||||
Inventories
|
10
|
9
|
74
|
|||||||||
Prepaid expenses and other assets
|
27
|
21
|
(8
|
)
|
||||||||
Accounts payable and other liabilities
|
59
|
49
|
(60
|
)
|
||||||||
Net cash from operating activities
|
975
|
857
|
637
|
|||||||||
|
||||||||||||
Cash Flows from Investing Activities:
|
||||||||||||
Additions to property, plant and equipment
|
(269
|
)
|
(288
|
)
|
(180
|
)
|
||||||
Proceeds from sale of assets
|
6
|
5
|
18
|
|||||||||
Acquisition of business, net of cash acquired
|
(515
|
)
|
(2,283
|
)
|
(3
|
)
|
||||||
Other investing activities, net
|
4
|
(13
|
)
|
—
|
||||||||
Net cash from investing activities
|
(774
|
)
|
(2,579
|
)
|
(165
|
)
|
||||||
|
||||||||||||
Cash Flows from Financing Activities:
|
||||||||||||
Proceeds from long-term borrowings
|
495
|
2,490
|
693
|
|||||||||
Repayment of long-term borrowings
|
(636
|
)
|
(524
|
)
|
(951
|
)
|
||||||
Proceeds from issuance of common stock
|
31
|
26
|
18
|
|||||||||
Payment of tax receivable agreement
|
(111
|
)
|
(57
|
)
|
(39
|
)
|
||||||
Debt financing costs
|
(5
|
)
|
(40
|
)
|
(86
|
)
|
||||||
Purchase of non-controlling interest
|
—
|
(78
|
)
|
—
|
||||||||
Net cash from financing activities
|
(226
|
)
|
1,817
|
(365
|
)
|
|||||||
Effect of currency translation on cash
|
8
|
—
|
(8
|
)
|
||||||||
Net change in cash and cash equivalents
|
(17
|
)
|
95
|
99
|
||||||||
Cash and cash equivalents at beginning of period
|
323
|
228
|
129
|
|||||||||
Cash and cash equivalents at end of period
|
$
|
306
|
$
|
323
|
$
|
228
|
|
2017
|
2016
|
2015
|
|||||||||
Allowance for doubtful accounts, beginning
|
$
|
8
|
$
|
3
|
$
|
3
|
||||||
Acquisition allowance for doubtful accounts
|
5
|
6
|
—
|
|||||||||
Bad debt expense
|
1
|
1
|
2
|
|||||||||
Write-offs against allowance
|
(1
|
)
|
(2
|
)
|
(2
|
)
|
||||||
Allowance for doubtful accounts, ending
|
$
|
13
|
$
|
8
|
$
|
3
|
Inventories:
|
2017
|
2016
|
||||||
Finished goods
|
$
|
428
|
$
|
397
|
||||
Raw materials
|
334
|
263
|
||||||
|
$
|
762
|
$
|
660
|
Property, plant and equipment:
|
2017
|
2016
|
||||||
Land, buildings and improvements
|
$
|
792
|
$
|
667
|
||||
Equipment and construction in progress
|
3,895
|
3,552
|
||||||
|
4,687
|
4,219
|
||||||
Less accumulated depreciation
|
(2,321
|
)
|
(1,995
|
)
|
||||
|
$
|
2,366
|
$
|
2,224
|
|
Consumer
Packaging
|
Health,
Hygiene &
Specialties
|
Engineered
Materials
|
Total
|
||||||||||||
Balance as of fiscal 2015
|
$
|
1,520
|
$
|
48
|
$
|
84
|
$
|
1,652
|
||||||||
Foreign currency translation adjustment
|
—
|
13
|
1
|
14
|
||||||||||||
Acquisitions, net
|
—
|
740
|
—
|
740
|
||||||||||||
Balance as of fiscal 2016
|
$
|
1,520
|
$
|
801
|
$
|
85
|
$
|
2,406
|
||||||||
Segment re-alignment
|
(110
|
)
|
7
|
103
|
—
|
|||||||||||
Foreign currency translation adjustment
|
1
|
11
|
(1
|
)
|
11
|
|||||||||||
Acquisitions, net
|
—
|
—
|
358
|
358
|
||||||||||||
Balance as of fiscal 2017
|
$
|
1,411
|
$
|
819
|
$
|
545
|
$
|
2,775
|
|
Customer
Relationships
|
Trademarks
|
Other
Intangibles
|
Accumulated
Amortization
|
Total
|
|||||||||||||||
Balance as of fiscal 2015
|
$
|
1,159
|
$
|
281
|
$
|
106
|
$
|
(853
|
)
|
$
|
693
|
|||||||||
Adjustment for income taxes
|
(3
|
)
|
—
|
—
|
—
|
(3
|
)
|
|||||||||||||
Foreign currency translation adjustment
|
11
|
—
|
1
|
(2
|
)
|
10
|
||||||||||||||
Amortization expense
|
—
|
—
|
—
|
(143
|
)
|
(143
|
)
|
|||||||||||||
Acquisition intangibles
|
523
|
45
|
75
|
—
|
643
|
|||||||||||||||
Balance as of fiscal 2016
|
$
|
1,690
|
$
|
326
|
$
|
182
|
$
|
(998
|
)
|
$
|
1,200
|
|||||||||
|
||||||||||||||||||||
Adjustment for income taxes
|
—
|
1
|
—
|
—
|
1
|
|||||||||||||||
Foreign currency translation adjustment
|
6
|
(1
|
)
|
1
|
(3
|
)
|
3
|
|||||||||||||
Amortization expense
|
—
|
—
|
—
|
(154
|
)
|
(154
|
)
|
|||||||||||||
Acquisition intangibles
|
226
|
9
|
1
|
—
|
236
|
|||||||||||||||
Balance as of fiscal 2017
|
$
|
1,922
|
$
|
335
|
$
|
184
|
$
|
(1,155
|
)
|
$
|
1,286
|
Currency Translation
|
Defined Benefit Pension and Retiree Health Benefit Plans
|
Interest Rate Swaps
|
Accumulated Other Comprehensive Loss
|
|||||||||||||
Balance as of fiscal 2014
|
$
|
(36
|
)
|
$
|
(15
|
)
|
$
|
8
|
$
|
(43
|
)
|
|||||
Other comprehensive loss
|
(45
|
)
|
(16
|
)
|
(33
|
)
|
(94
|
)
|
||||||||
Provision for income taxes
|
—
|
6
|
12
|
18
|
||||||||||||
Balance as of fiscal 2015
|
$
|
(81
|
)
|
$
|
(25
|
)
|
$
|
(13
|
)
|
$
|
(119
|
)
|
||||
Other comprehensive loss
|
(1
|
)
|
(25
|
)
|
(30
|
)
|
(56
|
)
|
||||||||
Net amount reclassified from accumulated other comprehensive income (loss)
|
—
|
2
|
16
|
18
|
||||||||||||
Provision for income taxes
|
—
|
4
|
5
|
9
|
||||||||||||
Balance as of fiscal 2016
|
$
|
(82
|
)
|
$
|
(44
|
)
|
$
|
(22
|
)
|
$
|
(148
|
)
|
||||
Other comprehensive income
|
34
|
25
|
7
|
66
|
||||||||||||
Net amount reclassified from accumulated other comprehensive income (loss)
(a)
|
—
|
13
|
21
|
34
|
||||||||||||
Provision for income taxes
|
—
|
(10
|
)
|
(10
|
)
|
(20
|
)
|
|||||||||
Balance as of fiscal 2017
|
$
|
(48
|
)
|
$
|
(16
|
)
|
$
|
(4
|
)
|
$
|
(68
|
)
|
Maturity Date
|
September 30, 2017
|
October 1, 2016
|
|||||||
Term loan
|
February 2020
|
$
|
1,000
|
$
|
1,351
|
||||
Term loan
|
January 2021
|
814
|
814
|
||||||
Term loan
|
October 2022
|
1,645
|
1,895
|
||||||
Term loan
|
January 2024
|
498
|
—
|
||||||
Revolving line of credit
|
May 2020
|
—
|
—
|
||||||
5
1
/
8
% Second Priority Senior Secured Notes
|
July 2023
|
700
|
700
|
||||||
5
1
/
2
% Second Priority Senior Secured Notes
|
May 2022
|
500
|
500
|
||||||
6% Second Priority Senior Secured Notes
|
October 2022
|
400
|
400
|
||||||
Debt discounts and deferred fees
|
|
(48
|
)
|
(58
|
)
|
||||
Capital leases and other
|
Various
|
132
|
153
|
||||||
Total long-term debt
|
|
5,641
|
5,755
|
||||||
Current portion of long-term debt
|
|
(33
|
)
|
(43
|
)
|
||||
Long-term debt, less current portion
|
|
$
|
5,608
|
$
|
5,712
|
Fiscal Year
|
Maturities
|
|||
2018
|
$
|
33
|
||
2019
|
33
|
|||
2020
|
1,033
|
|||
2021
|
839
|
|||
2022
|
21
|
|||
Thereafter
|
3,730
|
|||
|
$
|
5,689
|
Derivatives Instruments
|
Hedge Designation
|
Balance Sheet Location
|
2017
|
2016
|
||||||
Foreign currency forward contracts
|
Not designated
|
Other assets
|
$
|
—
|
$
|
3
|
||||
Interest rate swaps
|
Designated
|
Other assets
|
1
|
—
|
||||||
Interest rate swaps
|
Not designated
|
Other assets
|
13
|
—
|
||||||
Interest rate swaps
|
Designated
|
Other long-term liabilities
|
15
|
48
|
||||||
Interest rate swaps
|
Not designated
|
Other long-term liabilities
|
13
|
—
|
|
|
Fiscal years Ended
|
|||||||||||
Derivatives instruments
|
Statement of Income Location
|
September 30, 2017
|
October 1, 2016
|
September 26, 2015
|
|||||||||
Interest rate swaps
|
Interest expense, net
|
$
|
24
|
$
|
16
|
$
|
—
|
||||||
Foreign currency swaps
|
Other (income) expense
|
$
|
(2
|
)
|
$
|
13
|
$
|
—
|
|
As of the end of fiscal 2017
|
|||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Impairment
|
|||||||||||||||
Indefinite-lived trademarks
|
$
|
—
|
$
|
—
|
$
|
248
|
$
|
248
|
$
|
—
|
||||||||||
Goodwill
|
—
|
—
|
2,775
|
2,775
|
—
|
|||||||||||||||
Definite lived intangible assets
|
—
|
—
|
1,038
|
1,038
|
—
|
|||||||||||||||
Property, plant and equipment
|
—
|
—
|
2,366
|
2,366
|
2
|
|||||||||||||||
Total
|
$
|
—
|
$
|
—
|
$
|
6,427
|
$
|
6,427
|
$
|
2
|
|
As of the end of fiscal 2016
|
|||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Impairment
|
|||||||||||||||
Indefinite-lived trademarks
|
$
|
—
|
$
|
—
|
$
|
248
|
$
|
248
|
$
|
—
|
||||||||||
Goodwill
|
—
|
—
|
2,406
|
2,406
|
—
|
|||||||||||||||
Definite lived intangible assets
|
—
|
—
|
952
|
952
|
—
|
|||||||||||||||
Property, plant and equipment
|
—
|
—
|
2,224
|
2,224
|
3
|
|||||||||||||||
Total
|
$
|
—
|
$
|
—
|
$
|
5,830
|
$
|
5,830
|
$
|
3
|
|
As of the end of fiscal 2015
|
|||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Impairment
|
|||||||||||||||
Indefinite-lived trademarks
|
$
|
—
|
$
|
—
|
$
|
207
|
$
|
207
|
$
|
—
|
||||||||||
Goodwill
|
—
|
—
|
1,652
|
1,652
|
—
|
|||||||||||||||
Definite lived intangible assets
|
—
|
—
|
486
|
486
|
—
|
|||||||||||||||
Property, plant and equipment
|
—
|
—
|
1,294
|
1,294
|
2
|
|||||||||||||||
Total
|
$
|
—
|
$
|
—
|
$
|
3,639
|
$
|
3,639
|
$
|
2
|
|
2017
|
2016
|
Amortization
Period
|
||||||
Goodwill
|
$
|
2,775
|
$
|
2,406
|
Indefinite lived
|
||||
|
|
||||||||
Customer relationships
|
1,922
|
1,690
|
5 – 15 years
|
||||||
Trademarks (indefinite lived)
|
248
|
248
|
Indefinite lived
|
||||||
Trademarks (definite lived)
|
87
|
78
|
Not more than 15 years
|
||||||
Other intangibles
|
184
|
182
|
5 – 14 years
|
||||||
Accumulated amortization
|
(1,155
|
)
|
(998
|
)
|
|
||||
Intangible assets, net
|
1,286
|
1,200
|
|
||||||
Total goodwill and intangible assets, net
|
$
|
4,061
|
$
|
3,606
|
|
|
Capital Leases
|
Operating Leases
|
||||||
2018
|
$
|
33
|
$
|
64
|
||||
2019
|
32
|
57
|
||||||
2020
|
28
|
47
|
||||||
2021
|
24
|
43
|
||||||
2022
|
17
|
37
|
||||||
Thereafter
|
13
|
178
|
||||||
|
147
|
$
|
426
|
|||||
Less: amount representing interest
|
(15
|
)
|
||||||
Present value of net minimum lease payments
|
$
|
132
|
|
2017
|
2016
|
||||||
Employee compensation, payroll, and other
|
$
|
147
|
$
|
152
|
||||
Interest
|
36
|
53
|
||||||
Rebates
|
58
|
54
|
||||||
Restructuring
|
19
|
13
|
||||||
Accrued taxes
|
90
|
40
|
||||||
Tax receivable agreement obligation
|
35
|
60
|
||||||
Other
|
78
|
77
|
||||||
|
$
|
463
|
$
|
449
|
|
2017
|
2016
|
||||||
Lease retirement obligation
|
$
|
37
|
$
|
34
|
||||
Sale-lease back deferred gain
|
24
|
26
|
||||||
Pension liability
|
56
|
88
|
||||||
Deferred purchase price
|
46
|
41
|
||||||
Tax receivable agreement obligation
|
34
|
114
|
||||||
Interest rate swaps
|
27
|
45
|
||||||
Other
|
76
|
69
|
||||||
|
$
|
300
|
$
|
417
|
|
2017
|
2016
|
2015
|
|||||||||
Current
|
||||||||||||
U.S.
|
||||||||||||
Federal
|
$
|
40
|
$
|
—
|
$
|
—
|
||||||
State
|
6
|
5
|
3
|
|||||||||
Non-U.S.
|
58
|
36
|
7
|
|||||||||
Total current
|
104
|
41
|
10
|
|||||||||
Deferred:
|
||||||||||||
U.S.
|
||||||||||||
Federal
|
34
|
35
|
31
|
|||||||||
State
|
(10
|
)
|
3
|
(4
|
)
|
|||||||
Non-U.S.
|
(19
|
)
|
(7
|
)
|
(1
|
)
|
||||||
Total deferred
|
5
|
31
|
26
|
|||||||||
Expense for income taxes
|
$
|
109
|
$
|
72
|
$
|
36
|
|
2017
|
2016
|
2015
|
|||||||||
U.S. Federal income tax expense at the statutory rate
|
$
|
157
|
$
|
108
|
$
|
43
|
||||||
Adjustments to reconcile to the income tax provision:
|
||||||||||||
U.S. state income tax expense
|
6
|
8
|
7
|
|||||||||
Changes in state valuation allowance
|
(9
|
)
|
2
|
(7
|
)
|
|||||||
Research and development credits
|
(7
|
)
|
(8
|
)
|
(5
|
)
|
||||||
Share-based compensation
|
(33
|
)
|
(15
|
)
|
—
|
|||||||
Permanent differences
|
2
|
2
|
—
|
|||||||||
Changes in foreign valuation allowance
|
3
|
(1
|
)
|
—
|
||||||||
Foreign income taxed in the U.S.
|
—
|
7
|
—
|
|||||||||
Manufacturing tax benefits
|
(6
|
)
|
—
|
—
|
||||||||
Deduction of worthless investment
|
—
|
(9
|
)
|
—
|
||||||||
Permanent foreign currency differences
|
(1
|
)
|
(8
|
)
|
—
|
|||||||
Rate differences between U.S. and foreign
|
(11
|
)
|
(14
|
)
|
(2
|
)
|
||||||
Other
|
8
|
—
|
—
|
|||||||||
Expense for income taxes
|
$
|
109
|
$
|
72
|
$
|
36
|
|
2017
|
2016
|
||||||
Deferred tax assets:
|
||||||||
Allowance for doubtful accounts
|
$
|
7
|
$
|
7
|
||||
Deferred gain on sale-leaseback
|
10
|
11
|
||||||
Accrued liabilities and reserves
|
89
|
129
|
||||||
Inventories
|
6
|
10
|
||||||
Net operating loss carryforward
|
292
|
371
|
||||||
Alternative minimum tax (AMT) credit carryforward
|
11
|
10
|
||||||
Research and development credit carryforward
|
18
|
36
|
||||||
Federal and state tax credits
|
9
|
2
|
||||||
Other
|
14
|
6
|
||||||
Total deferred tax assets
|
456
|
582
|
||||||
Valuation allowance
|
(93
|
)
|
(82
|
)
|
||||
Total deferred tax assets, net of valuation allowance
|
363
|
500
|
||||||
Deferred tax liabilities:
|
||||||||
Property, plant and equipment
|
277
|
282
|
||||||
Intangible assets
|
475
|
435
|
||||||
Debt extinguishment
|
27
|
53
|
||||||
Other
|
3
|
2
|
||||||
Total deferred tax liabilities
|
782
|
772
|
||||||
Net deferred tax liability
|
$
|
(419
|
)
|
$
|
(272
|
)
|
|
2017
|
2016
|
||||||
Beginning unrecognized tax benefits
|
$
|
62
|
$
|
13
|
||||
Gross increases – tax positions in prior periods
|
1
|
4
|
||||||
Gross increases – current period tax positions
|
4
|
1
|
||||||
Gross increases – from acquisitions
|
—
|
48
|
||||||
Gross decreases – tax positions in prior periods
|
(1
|
)
|
—
|
|||||
Settlements
|
(3
|
)
|
(1
|
)
|
||||
Lapse of statute of limitations
|
(4
|
)
|
(3
|
)
|
||||
Ending unrecognized tax benefits
|
$
|
59
|
$
|
62
|
|
Defined Benefit Pension Plans
|
Retiree Health Plans
|
||||||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
Change in Projected Benefit Obligations (PBO)
|
||||||||||||||||
|
||||||||||||||||
PBO at beginning of period
|
$
|
492
|
$
|
193
|
$
|
7
|
$
|
2
|
||||||||
Acquisitions
|
—
|
256
|
—
|
5
|
||||||||||||
Service cost
|
—
|
3
|
—
|
—
|
||||||||||||
Interest cost
|
11
|
15
|
—
|
—
|
||||||||||||
Actuarial loss (gain)
|
(15
|
)
|
44
|
—
|
—
|
|||||||||||
Currency impact
|
—
|
1
|
—
|
—
|
||||||||||||
Plan conversion
(a)
|
(139
|
)
|
—
|
—
|
—
|
|||||||||||
Benefit settlements
|
(3
|
)
|
—
|
—
|
—
|
|||||||||||
Benefits paid
|
(16
|
)
|
(20
|
)
|
—
|
—
|
||||||||||
PBO at end of period
|
$
|
330
|
$
|
492
|
$
|
7
|
$
|
7
|
||||||||
|
||||||||||||||||
Change in Fair Value of Plan Assets
|
||||||||||||||||
|
||||||||||||||||
Plan assets at beginning of period
|
$
|
418
|
$
|
142
|
$
|
—
|
$
|
—
|
||||||||
Acquisitions
|
—
|
253
|
—
|
—
|
||||||||||||
Currency impact
|
—
|
1
|
—
|
—
|
||||||||||||
Actual return on plan assets
|
22
|
37
|
—
|
—
|
||||||||||||
Company contributions
|
7
|
5
|
1
|
—
|
||||||||||||
Plan conversion
(a)
|
(136
|
)
|
—
|
—
|
—
|
|||||||||||
Benefit settlements
|
(2
|
)
|
—
|
—
|
—
|
|||||||||||
Benefits paid
|
(18
|
)
|
(20
|
)
|
(1
|
)
|
—
|
|||||||||
Plan assets at end of period
|
291
|
418
|
—
|
—
|
||||||||||||
Net amount recognized
|
$
|
(39
|
)
|
$
|
(74
|
)
|
$
|
(7
|
)
|
$
|
(7
|
)
|
|
Defined Benefit Pension Plans
|
Retiree Health Plan
|
||||||||||||||
(Percents)
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
Weighted-average assumptions:
|
||||||||||||||||
Discount rate for benefit obligation
|
3.5
|
2.7
|
3.3
|
2.9
|
||||||||||||
Discount rate for net benefit cost
|
3.2
|
3.5
|
2.9
|
3.5
|
||||||||||||
Expected return on plan assets for net benefit costs
|
6.4
|
5.3
|
—
|
—
|
Fiscal 2017 Asset Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
6
|
$
|
—
|
$
|
—
|
$
|
6
|
||||||||
U.S. large cap comingled equity funds
|
—
|
61
|
—
|
61
|
||||||||||||
U.S. mid cap equity mutual funds
|
57
|
—
|
—
|
57
|
||||||||||||
U.S. small cap equity mutual funds
|
3
|
—
|
—
|
3
|
||||||||||||
International equity mutual funds
|
14
|
—
|
—
|
14
|
||||||||||||
Real estate equity investment funds
|
4
|
—
|
—
|
4
|
||||||||||||
Corporate bond mutual funds
|
17
|
—
|
—
|
17
|
||||||||||||
Corporate bonds
|
—
|
114
|
—
|
114
|
||||||||||||
Guaranteed investment account
|
—
|
—
|
9
|
9
|
||||||||||||
International fixed income funds
|
6
|
—
|
—
|
6
|
||||||||||||
Total
|
$
|
107
|
$
|
175
|
$
|
9
|
$
|
291
|
Fiscal 2016 Asset Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
9
|
$
|
—
|
$
|
—
|
$
|
9
|
||||||||
U.S. large cap comingled equity funds
|
—
|
55
|
—
|
55
|
||||||||||||
U.S. mid cap equity mutual funds
|
45
|
—
|
—
|
45
|
||||||||||||
U.S. small cap equity mutual funds
|
3
|
—
|
—
|
3
|
||||||||||||
International equity mutual funds
|
13
|
—
|
—
|
13
|
||||||||||||
Real estate equity investment funds
|
4
|
—
|
—
|
4
|
||||||||||||
Corporate bond mutual funds
|
20
|
—
|
—
|
20
|
||||||||||||
Corporate bonds
|
—
|
114
|
—
|
114
|
||||||||||||
Guaranteed investment account
|
—
|
—
|
10
|
10
|
||||||||||||
International fixed income funds
|
6
|
—
|
—
|
6
|
||||||||||||
International insurance contracts
|
—
|
—
|
139
|
139
|
||||||||||||
Total
|
$
|
100
|
$
|
169
|
$
|
149
|
$
|
418
|
|
Defined Benefit Pension Plans
|
Retiree Health Plan
|
||||||
2018
|
$
|
18
|
$
|
1
|
||||
2019
|
18
|
1
|
||||||
2020
|
18
|
1
|
||||||
2021
|
19
|
—
|
||||||
2022
|
19
|
—
|
||||||
2023-2027
|
96
|
2
|
|
2017
|
2016
|
2015
|
|||||||||
Service cost
|
$
|
—
|
$
|
3
|
$
|
1
|
||||||
Interest cost
|
11
|
16
|
8
|
|||||||||
Amortization of net actuarial loss
|
3
|
2
|
1
|
|||||||||
Settlement charge
|
—
|
—
|
2
|
|||||||||
Expected return on plan assets
|
(17
|
)
|
(20
|
)
|
(12
|
)
|
||||||
Net periodic benefit cost
|
$
|
(3
|
)
|
$
|
1
|
$
|
—
|
|
2017
|
2016
|
||||||
Asset Category
|
||||||||
Equity securities and equity-like instruments
|
48
|
%
|
29
|
%
|
||||
Debt securities and debt-like
|
47
|
33
|
||||||
International insurance contracts
|
—
|
33
|
||||||
Other
|
5
|
5
|
||||||
Total
|
100
|
%
|
100
|
%
|
|
Expected Total
Costs
|
Cumulative charges
through Fiscal 2017
|
To be Recognized
in Future
|
|||||||||
Severance and termination benefits
|
$
|
45
|
$
|
45
|
$
|
—
|
||||||
Facility exit costs
|
20
|
17
|
3
|
|||||||||
Asset impairment
|
7
|
7
|
—
|
|||||||||
Total
|
$
|
72
|
$
|
69
|
$
|
3
|
|
2017
|
2016
|
2015
|
|||||||||
Consumer Packaging
|
$
|
8
|
$
|
9
|
$
|
11
|
||||||
Health, Hygiene & Specialties
|
11
|
20
|
—
|
|||||||||
Engineered Materials
|
5
|
3
|
2
|
|||||||||
Consolidated
|
$
|
24
|
$
|
32
|
$
|
13
|
|
Employee
Severance
and Benefits
|
Facility
Exit
Costs
|
Non-cash impairment charges
|
Total
|
||||||||||||
Balance as of fiscal 2015
|
$
|
2
|
$
|
8
|
$
|
—
|
$
|
10
|
||||||||
Charges
|
23
|
6
|
3
|
32
|
||||||||||||
Non-cash asset impairment
|
—
|
—
|
(3
|
)
|
(3
|
)
|
||||||||||
Cash payments
|
(18
|
)
|
(8
|
)
|
—
|
(26
|
)
|
|||||||||
Balance as of fiscal 2016
|
$
|
7
|
$
|
6
|
$
|
—
|
$
|
13
|
||||||||
Acquisition
|
13
|
—
|
—
|
13
|
||||||||||||
Charges
|
18
|
4
|
2
|
24
|
||||||||||||
Non-cash asset impairment
|
—
|
—
|
(2
|
)
|
(2
|
)
|
||||||||||
Cash payments
|
(24
|
)
|
(5
|
)
|
—
|
(29
|
)
|
|||||||||
Balance as of fiscal 2017
|
$
|
14
|
$
|
5
|
$
|
—
|
$
|
19
|
|
2017
|
2016
|
||||||||||||||
|
Number of Shares
(in thousands)
|
Weighted Average Exercise Price
|
Number of Shares
(in thousands)
|
Weighted Average Exercise Price
|
||||||||||||
Options outstanding, beginning of period
|
11,716
|
$
|
21.44
|
11,351
|
$
|
17.71
|
||||||||||
Options granted
|
1,820
|
49.53
|
2,805
|
30.27
|
||||||||||||
Options exercised
|
(2,562
|
)
|
12.07
|
(2,061
|
)
|
12.57
|
||||||||||
Options forfeited or cancelled
|
(214
|
)
|
33.52
|
(379
|
)
|
23.37
|
||||||||||
Options outstanding, end of period
|
10,760
|
$
|
28.18
|
11,716
|
$
|
21.44
|
||||||||||
|
||||||||||||||||
Option price range at end of period
|
$
|
3.04-49.53
|
$
|
3.04-45.62
|
||||||||||||
Options exercisable at end of period
|
4,108
|
4,573
|
||||||||||||||
Options available for grant at period end
|
2,875
|
4,695
|
||||||||||||||
Weighted average fair value of options granted during period
|
$
|
15.52
|
$
|
8.68
|
|
2017
|
2016
|
2015
|
|||||||||
Risk-free interest rate
|
2.2
|
%
|
1.2
|
%
|
1.6
|
%
|
||||||
Dividend yield
|
0.00
|
%
|
0.00
|
%
|
0.00
|
%
|
||||||
Volatility factor
|
.26
|
.26
|
.30
|
|||||||||
Expected option life
|
7 years
|
7 years
|
7 years
|
Range of
Exercise Prices
|
Number
Outstanding
(in thousands)
|
Intrinsic Value
of Outstanding
(in millions)
|
Weighted Remaining Contractual Life
|
Weighted
Exercise Price
|
Number
Exercisable
(in thousands)
|
Intrinsic Value
of Exercisable
(in millions)
|
Unrecognized
Compensation
(in millions)
|
Weighted
Recognition Period
|
|||||||||||||||||||||
$
|
3.04-49.53
|
10,760
|
$
|
306
|
7 years
|
$
|
28.18
|
4,108
|
$
|
146
|
$
|
35
|
2 years
|
|
2017
|
2016
|
2015
|
|||||||||
Net sales
|
||||||||||||
Consumer Packaging
|
$
|
2,351
|
$
|
2,462
|
$
|
2,530
|
||||||
Health, Hygiene & Specialties
|
2,369
|
2,400
|
650
|
|||||||||
Engineered Materials
|
2,375
|
1,627
|
1,701
|
|||||||||
Total
|
$
|
7,095
|
$
|
6,489
|
$
|
4,881
|
||||||
|
||||||||||||
Operating income
|
||||||||||||
Consumer Packaging
|
$
|
200
|
$
|
203
|
$
|
200
|
||||||
Health, Hygiene & Specialties
|
216
|
196
|
59
|
|||||||||
Engineered Materials
|
316
|
182
|
149
|
|||||||||
Total
|
$
|
732
|
$
|
581
|
$
|
408
|
||||||
|
||||||||||||
Depreciation and amortization
|
||||||||||||
Consumer Packaging
|
$
|
231
|
$
|
244
|
$
|
230
|
||||||
Health, Hygiene & Specialties
|
184
|
199
|
39
|
|||||||||
Engineered Materials
|
106
|
82
|
81
|
|||||||||
Total
|
$
|
521
|
$
|
525
|
$
|
350
|
|
2017
|
2016
|
||||||
Total assets:
|
||||||||
Consumer Packaging
|
$
|
3,177
|
$
|
3,315
|
||||
Health, Hygiene & Specialties
|
3,496
|
3,504
|
||||||
Engineered Materials
|
1,803
|
834
|
||||||
Total assets
|
$
|
8,476
|
$
|
7,653
|
||||
Goodwill:
|
||||||||
Consumer Packaging
|
$
|
1,411
|
$
|
1,410
|
||||
Health, Hygiene & Specialties
|
819
|
808
|
||||||
Engineered Materials
|
545
|
188
|
||||||
Total goodwill
|
$
|
2,775
|
$
|
2,406
|
|
2017
|
2016
|
2015
|
|||||||||
Net sales:
|
||||||||||||
North America
|
$
|
5,850
|
$
|
5,250
|
$
|
4,692
|
||||||
South America
|
333
|
336
|
6
|
|||||||||
Europe
|
646
|
661
|
118
|
|||||||||
Asia
|
266
|
242
|
65
|
|||||||||
Total net sales
|
$
|
7,095
|
$
|
6,489
|
$
|
4,881
|
|
2017
|
2016
|
||||||
Long-lived assets:
|
||||||||
North America
|
$
|
5,303
|
$
|
4,724
|
||||
South America
|
418
|
386
|
||||||
Europe
|
467
|
452
|
||||||
Asia
|
284
|
299
|
||||||
Total Long-lived assets
|
$
|
6,472
|
$
|
5,861
|
(in percentages)
|
2017
|
2016
|
2015
|
|||||||||||
Net sales:
|
||||||||||||||
Rigid Open Top
|
43
|
%
|
42
|
%
|
42
|
%
|
||||||||
Rigid Closed Top
|
|
57
|
|
58
|
58
|
|||||||||
Consumer Packaging
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||||
Health
|
22
|
%
|
20
|
%
|
27
|
%
|
||||||||
Hygiene
|
|
44
|
|
45
|
43
|
|||||||||
Specialties
|
|
34
|
|
35
|
30
|
|||||||||
Health, Hygiene & Specialties
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||||
Core Films
|
49
|
%
|
72
|
%
|
72
|
%
|
||||||||
Retail & Industrial
|
|
51
|
|
28
|
28
|
|||||||||
Engineered Materials
|
100
|
%
|
100
|
%
|
100
|
%
|
(in millions, except per share amounts)
|
2017
|
2016
|
2015
|
|||||||||
Numerator
|
||||||||||||
Net income attributable to the Company
|
$
|
340
|
$
|
236
|
$
|
86
|
||||||
Denominator
|
||||||||||||
Weighted average common shares outstanding - basic
|
127.6
|
120.8
|
119.1
|
|||||||||
Dilutive shares
|
5.0
|
4.2
|
4.3
|
|||||||||
Weighted average common and common equivalent shares outstanding - diluted
|
132.6
|
125.0
|
123.4
|
|||||||||
|
||||||||||||
Per common share income
|
||||||||||||
Basic
|
$
|
2.66
|
$
|
1.95
|
$
|
0.72
|
||||||
Diluted
|
$
|
2.56
|
$
|
1.89
|
$
|
0.70
|
|
Fiscal 2017
|
|||||||||||||||||||||||
|
Parent
|
Issuer
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Total
|
||||||||||||||||||
Net sales
|
$
|
—
|
$
|
587
|
$
|
4,861
|
$
|
1,647
|
$
|
—
|
$
|
7,095
|
||||||||||||
Cost of goods sold
|
—
|
438
|
3,920
|
1,333
|
—
|
5,691
|
||||||||||||||||||
Selling, general and administrative
|
—
|
55
|
335
|
104
|
—
|
494
|
||||||||||||||||||
Amortization of intangibles
|
—
|
6
|
120
|
28
|
—
|
154
|
||||||||||||||||||
Restructuring and impairment charges
|
—
|
—
|
14
|
10
|
—
|
24
|
||||||||||||||||||
Operating income
|
—
|
88
|
472
|
172
|
—
|
732
|
||||||||||||||||||
Debt extinguishment
|
—
|
10
|
—
|
—
|
—
|
10
|
||||||||||||||||||
Other (income) expense, net
|
—
|
(2
|
)
|
(1
|
)
|
7
|
—
|
4
|
||||||||||||||||
Interest expense, net
|
—
|
12
|
229
|
28
|
—
|
269
|
||||||||||||||||||
Equity in net income of subsidiaries
|
(449
|
)
|
(341
|
)
|
—
|
—
|
790
|
—
|
||||||||||||||||
Income (loss) before income taxes
|
449
|
409
|
244
|
137
|
(790
|
)
|
449
|
|||||||||||||||||
Income tax expense (benefit)
|
109
|
69
|
—
|
40
|
(109
|
)
|
109
|
|||||||||||||||||
Net income (loss)
|
$
|
340
|
$
|
340
|
$
|
244
|
$
|
97
|
$
|
(681
|
)
|
$
|
340
|
|||||||||||
Currency translation
|
34
|
—
|
—
|
34
|
(34
|
)
|
34
|
|||||||||||||||||
Interest rate hedges
|
28
|
28
|
—
|
—
|
(28
|
)
|
28
|
|||||||||||||||||
Defined benefit pension and retiree health benefit plans
|
38
|
25
|
—
|
13
|
(38
|
)
|
38
|
|||||||||||||||||
Provision for income taxes related to other comprehensive income items
|
(20
|
)
|
(20
|
)
|
—
|
—
|
20
|
(20
|
)
|
|||||||||||||||
Comprehensive income (loss)
|
$
|
420
|
$
|
373
|
$
|
244
|
$
|
144
|
$
|
(761
|
)
|
$
|
420
|
|
Fiscal 2016
|
|||||||||||||||||||||||
|
Parent
|
Issuer
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Total
|
||||||||||||||||||
Net sales
|
$
|
—
|
$
|
599
|
$
|
4,220
|
$
|
1,670
|
$
|
—
|
$
|
6,489
|
||||||||||||
Cost of goods sold
|
—
|
476
|
3,388
|
1,338
|
—
|
5,202
|
||||||||||||||||||
Selling, general and administrative
|
—
|
72
|
324
|
135
|
—
|
531
|
||||||||||||||||||
Amortization of intangibles
|
—
|
8
|
107
|
28
|
—
|
143
|
||||||||||||||||||
Restructuring and impairment charges
|
—
|
—
|
28
|
4
|
—
|
32
|
||||||||||||||||||
Operating income
|
—
|
43
|
373
|
165
|
—
|
581
|
||||||||||||||||||
Debt extinguishment
|
—
|
4
|
—
|
—
|
—
|
4
|
||||||||||||||||||
Other (income) expense, net
|
—
|
11
|
(211
|
)
|
178
|
—
|
(22
|
)
|
||||||||||||||||
Interest expense, net
|
—
|
36
|
205
|
50
|
—
|
291
|
||||||||||||||||||
Equity in net income of subsidiaries
|
(308
|
)
|
(279
|
)
|
—
|
—
|
587
|
—
|
||||||||||||||||
Income (loss) before income taxes
|
308
|
271
|
379
|
(63
|
)
|
(587
|
)
|
308
|
||||||||||||||||
Income tax expense (benefit)
|
72
|
34
|
8
|
29
|
(71
|
)
|
72
|
|||||||||||||||||
Net income (loss)
|
$
|
236
|
$
|
237
|
$
|
371
|
$
|
(92
|
)
|
$
|
(516
|
)
|
$
|
236
|
||||||||||
Currency translation
|
(1
|
)
|
—
|
—
|
(1
|
)
|
1
|
(1
|
)
|
|||||||||||||||
Interest rate hedges
|
(14
|
)
|
(14
|
)
|
—
|
—
|
14
|
(14
|
)
|
|||||||||||||||
Defined benefit pension and retiree health benefit plans
|
(23
|
)
|
(10
|
)
|
—
|
(13
|
)
|
23
|
(23
|
)
|
||||||||||||||
Provision for income taxes related to other comprehensive income items
|
9
|
9
|
—
|
—
|
(9
|
)
|
9
|
|||||||||||||||||
Comprehensive income (loss)
|
$
|
207
|
$
|
222
|
$
|
371
|
$
|
(106
|
)
|
$
|
(487
|
)
|
$
|
207
|
|
Fiscal 2015
|
|||||||||||||||||||||||
|
Parent
|
Issuer
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Total
|
||||||||||||||||||
Net sales
|
$
|
—
|
$
|
622
|
$
|
3,807
|
$
|
452
|
$
|
—
|
$
|
4,881
|
||||||||||||
Cost of goods sold
|
—
|
526
|
3,128
|
358
|
—
|
4,012
|
||||||||||||||||||
Selling, general and administrative
|
—
|
64
|
244
|
49
|
—
|
357
|
||||||||||||||||||
Amortization of intangibles
|
—
|
8
|
75
|
8
|
—
|
91
|
||||||||||||||||||
Restructuring and impairment charges
|
—
|
—
|
13
|
—
|
—
|
13
|
||||||||||||||||||
Operating income
|
—
|
24
|
347
|
37
|
—
|
408
|
||||||||||||||||||
Debt extinguishment
|
—
|
94
|
—
|
—
|
—
|
94
|
||||||||||||||||||
Other (income) expense, net
|
(3
|
)
|
—
|
3
|
1
|
—
|
1
|
|||||||||||||||||
Interest expense, net
|
—
|
25
|
148
|
18
|
—
|
191
|
||||||||||||||||||
Equity in net income of subsidiaries
|
(119
|
)
|
(210
|
)
|
—
|
—
|
329
|
—
|
||||||||||||||||
Income (loss) before income taxes
|
122
|
115
|
196
|
18
|
(329
|
)
|
122
|
|||||||||||||||||
Income tax expense (benefit)
|
36
|
25
|
—
|
4
|
(29
|
)
|
36
|
|||||||||||||||||
Net income (loss)
|
$
|
86
|
$
|
90
|
$
|
196
|
$
|
14
|
$
|
(300
|
)
|
$
|
86
|
|||||||||||
Currency translation
|
(45
|
)
|
—
|
—
|
(45
|
)
|
45
|
(45
|
)
|
|||||||||||||||
Interest rate hedges
|
(33
|
)
|
(33
|
)
|
—
|
—
|
33
|
(33
|
)
|
|||||||||||||||
Defined benefit pension and retiree health benefit plans
|
(16
|
)
|
(16
|
)
|
—
|
—
|
16
|
(16
|
)
|
|||||||||||||||
Provision for income taxes related to other comprehensive income items
|
18
|
18
|
—
|
—
|
(18
|
)
|
18
|
|||||||||||||||||
Comprehensive income (loss)
|
$
|
10
|
$
|
59
|
$
|
196
|
$
|
(31
|
)
|
$
|
(224
|
)
|
$
|
10
|
|
Parent
|
Issuer
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Total
|
||||||||||||||||||
Assets
|
||||||||||||||||||||||||
Current assets:
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$
|
—
|
$
|
18
|
$
|
12
|
$
|
276
|
$
|
—
|
$
|
306
|
||||||||||||
Accounts receivable, net
|
—
|
49
|
503
|
295
|
—
|
847
|
||||||||||||||||||
Intercompany receivable
|
512
|
2,217
|
—
|
—
|
(2,729
|
)
|
—
|
|||||||||||||||||
Inventories
|
—
|
42
|
567
|
153
|
—
|
762
|
||||||||||||||||||
Prepaid expenses and other current
|
—
|
7
|
31
|
51
|
—
|
89
|
||||||||||||||||||
Total current assets
|
512
|
2,333
|
1,113
|
775
|
(2,729
|
)
|
2,004
|
|||||||||||||||||
Property, plant and equipment, net
|
—
|
80
|
1,564
|
722
|
—
|
2,366
|
||||||||||||||||||
Goodwill and intangible assets, net
|
—
|
79
|
3,476
|
506
|
—
|
4,061
|
||||||||||||||||||
Investment in subsidiaries
|
992
|
5,240
|
1,105
|
—
|
(7,337
|
)
|
—
|
|||||||||||||||||
Other assets
|
—
|
16
|
2
|
27
|
—
|
45
|
||||||||||||||||||
Total assets
|
$
|
1,504
|
$
|
7,748
|
$
|
7,260
|
$
|
2,030
|
$
|
(10,066
|
)
|
$
|
8,476
|
|||||||||||
Liabilities and equity
|
||||||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||||||
Accounts payable
|
$
|
—
|
$
|
43
|
$
|
356
|
$
|
239
|
$
|
—
|
$
|
638
|
||||||||||||
Accrued expenses and other current liabilities
|
36
|
168
|
181
|
78
|
—
|
463
|
||||||||||||||||||
Intercompany payable
|
—
|
—
|
2,667
|
62
|
(2,729
|
)
|
—
|
|||||||||||||||||
Current portion of long-term debt
|
—
|
32
|
—
|
1
|
—
|
33
|
||||||||||||||||||
Total current liabilities
|
36
|
243
|
3,204
|
380
|
(2,729
|
)
|
1,134
|
|||||||||||||||||
Long-term debt, less current portion
|
—
|
5,579
|
29
|
—
|
—
|
5,608
|
||||||||||||||||||
Deferred income taxes
|
419
|
—
|
—
|
—
|
—
|
419
|
||||||||||||||||||
Other long-term liabilities
|
34
|
128
|
70
|
68
|
—
|
300
|
||||||||||||||||||
Total long-term liabilities
|
453
|
5,707
|
99
|
68
|
—
|
6,327
|
||||||||||||||||||
Total liabilities
|
489
|
5,950
|
3,303
|
448
|
(2,729
|
)
|
7,461
|
|||||||||||||||||
|
||||||||||||||||||||||||
Total equity (deficit)
|
1,015
|
1,798
|
3,957
|
1,582
|
(7,337
|
)
|
1,015
|
|||||||||||||||||
Total liabilities and equity (deficit)
|
$
|
1,504
|
$
|
7,748
|
$
|
7,260
|
$
|
2,030
|
$
|
(10,066
|
)
|
$
|
8,476
|
|
Parent
|
Issuer
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Total
|
||||||||||||||||||
Assets
|
||||||||||||||||||||||||
Current assets:
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$
|
—
|
$
|
102
|
$
|
5
|
$
|
216
|
$
|
—
|
$
|
323
|
||||||||||||
Accounts receivable, net
|
—
|
(2
|
)
|
423
|
283
|
—
|
704
|
|||||||||||||||||
Intercompany receivable
|
364
|
2,797
|
—
|
—
|
(3,161
|
)
|
—
|
|||||||||||||||||
Inventories
|
—
|
46
|
477
|
137
|
—
|
660
|
||||||||||||||||||
Prepaid expenses and other current
|
—
|
15
|
40
|
50
|
—
|
105
|
||||||||||||||||||
Total current assets
|
364
|
2,958
|
945
|
686
|
(3,161
|
)
|
1,792
|
|||||||||||||||||
Property, plant and equipment, net
|
—
|
76
|
1,434
|
714
|
—
|
2,224
|
||||||||||||||||||
Goodwill and intangible assets, net
|
—
|
85
|
2,988
|
533
|
—
|
3,606
|
||||||||||||||||||
Investment in subsidiaries
|
302
|
4,010
|
1,105
|
—
|
(5,417
|
)
|
—
|
|||||||||||||||||
Other assets
|
—
|
6
|
1
|
24
|
—
|
31
|
||||||||||||||||||
Total assets
|
$
|
666
|
$
|
7,135
|
$
|
6,473
|
$
|
1,957
|
$
|
(8,578
|
)
|
$
|
7,653
|
|||||||||||
Liabilities and equity
|
||||||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||||||
Accounts payable
|
$
|
—
|
$
|
(7
|
)
|
$
|
327
|
$
|
219
|
$
|
—
|
$
|
539
|
|||||||||||
Accrued expenses and other current liabilities
|
60
|
172
|
153
|
64
|
—
|
449
|
||||||||||||||||||
Intercompany payable
|
—
|
—
|
2,992
|
169
|
(3,161
|
)
|
—
|
|||||||||||||||||
Current portion of long-term debt
|
—
|
42
|
—
|
1
|
—
|
43
|
||||||||||||||||||
Total current liabilities
|
60
|
207
|
3,472
|
453
|
(3,161
|
)
|
1,031
|
|||||||||||||||||
Long-term debt, less current portion
|
—
|
5,681
|
29
|
2
|
—
|
5,712
|
||||||||||||||||||
Deferred income taxes
|
272
|
—
|
—
|
—
|
—
|
272
|
||||||||||||||||||
Other long-term liabilities
|
113
|
141
|
97
|
66
|
—
|
417
|
||||||||||||||||||
Total long-term liabilities
|
385
|
5,822
|
126
|
68
|
—
|
6,401
|
||||||||||||||||||
Total liabilities
|
445
|
6,029
|
3,598
|
521
|
(3,161
|
)
|
7,432
|
|||||||||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Total equity (deficit)
|
221
|
1,106
|
2,875
|
1,436
|
(5,417
|
)
|
221
|
|||||||||||||||||
Total liabilities and equity (deficit)
|
$
|
666
|
$
|
7,135
|
$
|
6,473
|
$
|
1,957
|
$
|
(8,578
|
)
|
$
|
7,653
|
|
Fiscal 2017
|
|||||||||||||||||||||||
|
Parent
|
Issuer
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Total
|
||||||||||||||||||
Cash Flow from Operating Activities
|
$
|
—
|
$
|
128
|
$
|
647
|
$
|
200
|
$
|
—
|
$
|
975
|
||||||||||||
|
||||||||||||||||||||||||
Cash Flow from Investing Activities
|
||||||||||||||||||||||||
Additions to property, plant and equipment
|
—
|
(19
|
)
|
(209
|
)
|
(41
|
)
|
—
|
(269
|
)
|
||||||||||||||
Proceeds from sale of assets
|
—
|
1
|
5
|
—
|
—
|
6
|
||||||||||||||||||
Investment in Parent
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
(Contributions) distributions to/from subsidiaries
|
(31
|
)
|
(484
|
)
|
—
|
—
|
515
|
—
|
||||||||||||||||
Intercompany advances (repayments)
|
—
|
428
|
—
|
—
|
(428
|
)
|
—
|
|||||||||||||||||
Acquisition of business, net of cash acquired
|
—
|
—
|
(515
|
)
|
—
|
—
|
(515
|
)
|
||||||||||||||||
Other investing activities, net
|
—
|
4
|
—
|
—
|
—
|
4
|
||||||||||||||||||
Net cash from investing activities
|
(31
|
)
|
(70
|
)
|
(719
|
)
|
(41
|
)
|
87
|
(774
|
)
|
|||||||||||||
|
||||||||||||||||||||||||
Cash Flow from Financing Activities
|
||||||||||||||||||||||||
Proceeds from long-term borrowings
|
—
|
495
|
—
|
—
|
—
|
495
|
||||||||||||||||||
Repayment of long-term borrowings
|
—
|
(632
|
)
|
(3
|
)
|
(1
|
)
|
—
|
(636
|
)
|
||||||||||||||
Proceed from issuance of common stock
|
31
|
—
|
—
|
—
|
—
|
31
|
||||||||||||||||||
Payment of tax receivable agreement
|
(111
|
)
|
—
|
—
|
—
|
—
|
(111
|
)
|
||||||||||||||||
Debt financing costs
|
—
|
(5
|
)
|
—
|
—
|
—
|
(5
|
)
|
||||||||||||||||
Purchase of non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Changes in intercompany balances
|
111
|
—
|
(433
|
)
|
(106
|
)
|
428
|
—
|
||||||||||||||||
Contribution from Parent
|
—
|
—
|
515
|
—
|
(515
|
)
|
—
|
|||||||||||||||||
Net cash from financing activities
|
31
|
(142
|
)
|
79
|
(107
|
)
|
(87
|
)
|
(226
|
)
|
||||||||||||||
Effect of currency translation on cash
|
—
|
—
|
—
|
8
|
—
|
8
|
||||||||||||||||||
Net change in cash and cash equivalents
|
—
|
(84
|
)
|
7
|
60
|
—
|
(17
|
)
|
||||||||||||||||
Cash and cash equivalents at beginning of period
|
—
|
102
|
5
|
216
|
—
|
323
|
||||||||||||||||||
Cash and cash equivalents at end of period
|
$
|
—
|
$
|
18
|
$
|
12
|
$
|
276
|
$
|
—
|
$
|
306
|
|
Fiscal 2016
|
|||||||||||||||||||||||
|
Parent
|
Issuer
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Total
|
||||||||||||||||||
Cash Flow from Operating Activities
|
$
|
—
|
$
|
103
|
$
|
566
|
$
|
188
|
$
|
—
|
$
|
857
|
||||||||||||
|
||||||||||||||||||||||||
Cash Flow from Investing Activities
|
||||||||||||||||||||||||
Additions to property, plant and equipment
|
—
|
(13
|
)
|
(239
|
)
|
(36
|
)
|
—
|
(288
|
)
|
||||||||||||||
Proceeds from sale of assets
|
—
|
—
|
5
|
—
|
—
|
5
|
||||||||||||||||||
Investment in Parent
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
(Contributions) distributions to/from subsidiaries
|
(26
|
)
|
(2,234
|
)
|
—
|
—
|
2,260
|
—
|
||||||||||||||||
Intercompany advances (repayments)
|
—
|
96
|
—
|
—
|
(96
|
)
|
—
|
|||||||||||||||||
Acquisition of business, net of cash acquired
|
—
|
—
|
(368
|
)
|
(1,915
|
)
|
—
|
(2,283
|
)
|
|||||||||||||||
Other investing activities, net
|
—
|
(13
|
)
|
—
|
—
|
—
|
(13
|
)
|
||||||||||||||||
Net cash from investing activities
|
(26
|
)
|
(2,164
|
)
|
(602
|
)
|
(1,951
|
)
|
2,164
|
(2,579
|
)
|
|||||||||||||
|
||||||||||||||||||||||||
Cash Flow from Financing Activities
|
||||||||||||||||||||||||
Proceeds from long-term borrowings
|
—
|
2,490
|
—
|
—
|
—
|
2,490
|
||||||||||||||||||
Repayment of long-term borrowings
|
—
|
(450
|
)
|
(23
|
)
|
(51
|
)
|
—
|
(524
|
)
|
||||||||||||||
Proceed from issuance of common stock
|
26
|
—
|
—
|
—
|
—
|
26
|
||||||||||||||||||
Payment of tax receivable agreement
|
(57
|
)
|
—
|
—
|
—
|
—
|
(57
|
)
|
||||||||||||||||
Debt financing costs
|
—
|
(40
|
)
|
—
|
—
|
—
|
(40
|
)
|
||||||||||||||||
Purchase of non-controlling interest
|
—
|
—
|
(66
|
)
|
(12
|
)
|
—
|
(78
|
)
|
|||||||||||||||
Changes in intercompany balances
|
57
|
—
|
(238
|
)
|
85
|
96
|
—
|
|||||||||||||||||
Contribution from Parent
|
—
|
—
|
368
|
1,892
|
(2,260
|
)
|
—
|
|||||||||||||||||
Net cash from financing activities
|
26
|
2,000
|
41
|
1,914
|
(2,164
|
)
|
1,817
|
|||||||||||||||||
Effect of currency translation on cash
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Net change in cash and cash equivalents
|
—
|
(61
|
)
|
5
|
151
|
—
|
95
|
|||||||||||||||||
Cash and cash equivalents at beginning of period
|
—
|
163
|
—
|
65
|
—
|
228
|
||||||||||||||||||
Cash and cash equivalents at end of period
|
$
|
—
|
$
|
102
|
$
|
5
|
$
|
216
|
$
|
—
|
$
|
323
|
|
Fiscal 2015
|
|||||||||||||||||||||||
|
Parent
|
Issuer
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Total
|
||||||||||||||||||
Cash Flow from Operating Activities
|
$
|
—
|
$
|
60
|
$
|
542
|
$
|
34
|
$
|
1
|
$
|
637
|
||||||||||||
|
||||||||||||||||||||||||
Cash Flow from Investing Activities
|
||||||||||||||||||||||||
Additions to property, plant and equipment
|
—
|
(13
|
)
|
(164
|
)
|
(3
|
)
|
—
|
(180
|
)
|
||||||||||||||
Proceeds from sale of assets
|
—
|
—
|
18
|
—
|
—
|
18
|
||||||||||||||||||
Investment in Parent
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
(Contributions) distributions to/from subsidiaries
|
(18
|
)
|
18
|
—
|
—
|
—
|
—
|
|||||||||||||||||
Intercompany advances (repayments)
|
—
|
368
|
—
|
—
|
(368
|
)
|
—
|
|||||||||||||||||
Acquisition of business, net of cash acquired
|
—
|
—
|
(3
|
)
|
—
|
—
|
(3
|
)
|
||||||||||||||||
Net cash from investing activities
|
(18
|
)
|
373
|
(149
|
)
|
(3
|
)
|
(368
|
)
|
(165
|
)
|
|||||||||||||
|
||||||||||||||||||||||||
Cash Flow from Financing Activities
|
||||||||||||||||||||||||
Proceeds from long-term borrowings
|
—
|
693
|
—
|
—
|
—
|
693
|
||||||||||||||||||
Repayment of long-term borrowings
|
—
|
(947
|
)
|
—
|
(4
|
)
|
—
|
(951
|
)
|
|||||||||||||||
Proceeds from issuance of common stock
|
18
|
—
|
—
|
—
|
—
|
18
|
||||||||||||||||||
Payment of tax receivable agreement
|
(39
|
)
|
—
|
—
|
—
|
—
|
(39
|
)
|
||||||||||||||||
Debt financing costs
|
—
|
(86
|
)
|
—
|
—
|
—
|
(86
|
)
|
||||||||||||||||
Changes in intercompany balances
|
39
|
—
|
(408
|
)
|
2
|
367
|
—
|
|||||||||||||||||
Net cash from financing activities
|
18
|
(340
|
)
|
(408
|
)
|
(2
|
)
|
367
|
(365
|
)
|
||||||||||||||
Effect of currency translation on cash
|
—
|
—
|
—
|
(8
|
)
|
—
|
(8
|
)
|
||||||||||||||||
Net change in cash and cash equivalents
|
—
|
93
|
(15
|
)
|
21
|
—
|
99
|
|||||||||||||||||
Cash and cash equivalents at beginning of period
|
—
|
70
|
15
|
44
|
—
|
129
|
||||||||||||||||||
Cash and cash equivalents at end of period
|
$
|
—
|
$
|
163
|
$
|
—
|
$
|
65
|
$
|
—
|
$
|
228
|
|
2017
|
2016
|
||||||||||||||||||||||||||||||
|
First
|
Second
|
Third
|
Fourth
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net sales
|
$
|
1,502
|
$
|
1,806
|
$
|
1,906
|
$
|
1,881
|
$
|
1,612
|
$
|
1,614
|
$
|
1,645
|
$
|
1,618
|
||||||||||||||||
Cost of goods sold
|
1,206
|
1,453
|
1,518
|
1,514
|
1,320
|
1,269
|
1,296
|
1,317
|
||||||||||||||||||||||||
Gross profit
|
296
|
353
|
388
|
367
|
292
|
345
|
349
|
301
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net income
|
$
|
51
|
$
|
72
|
$
|
107
|
$
|
110
|
$
|
4
|
$
|
59
|
$
|
96
|
$
|
77
|
||||||||||||||||
Net income per share:
|
||||||||||||||||||||||||||||||||
Basic
|
0.42
|
0.56
|
0.82
|
0.84
|
0.03
|
0.49
|
0.79
|
0.63
|
||||||||||||||||||||||||
Diluted
|
0.40
|
0.54
|
0.79
|
0.81
|
0.03
|
0.47
|
0.76
|
0.61
|
Exhibit No
|
Description of Exhibit
|
||
|
Agreement and Plan of Merger, dated as of July 30, 2015, by and among AVINTIV Inc., Berry Plastics Group, Inc., Berry Plastics Acquisition Corporation IX and Blackstone Capital Partners (Cayman) V L.P., as the security holder representative (the Exhibits and Disclosure Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the SEC upon request) (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on August 5, 2015).
|
||
|
Agreement and Plan of Merger, dated as of August 24, 2016, by and among Berry Plastics Group, Inc., Berry Plastics Corporation, Berry Plastics Acquisition Corporation XVI, Berry Plastics Acquisition Corporation XV, LLC and AEP Industries Inc. (the Exhibits and Disclosure Schedules have been omitted pursuant to Item 601(b)(2) of Regulation SK and will be provided to the SEC upon request) (incorporated by reference to Annex A Amendment No. 1 to the Company's Registration Statement S-4 (Reg. No. 333-2138030 filed on November 8, 2016).
|
||
|
|||
|
Amendment No. 1 to the Agreement and Plan of Merger, dated as of December 7, 2016, by and among Berry Plastics Group, Inc., Berry Plastics Corporation, Berry Plastics Acquisition Corporation XVI, Berry Plastics Acquisition Corporation XV, LLC and AEP Industries Inc. (incorporated by reference to Annex A of Amendment No. 2 to Berry's Registration Statement on Form S-4 (Reg. No. 333-213803) filed on December 9, 2016).
|
||
|
Amended and Restated Certificate of Incorporation of Berry Plastics Group, Inc., as amended through April 13, 2017.
|
||
|
|||
|
Amended and Restated Bylaws of Berry Plastics Group, Inc., as amended and restated on March 2, 2017. (incorporated by reference to Exhibit 3.2 to the Company's Form 8-K filed on March 3, 2017).
|
||
|
Indenture, dated as of May 12, 2014, by and among Berry Plastics Corporation, the guarantors party thereto and U.S. Bank National Association, as Trustee, relating to the 5.50% second priority senior secured notes due 2022 (incorporated herein by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed on May 13, 2014).
|
||
|
|||
|
Indenture, dated as of June 5, 2015, by and among Berry Plastics Corporation, the guarantors party thereto and U.S. Bank National Association, as Trustee, relating to the 5.125% second priority senior secured notes due 2023 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on June 5, 2015).
|
||
|
|||
|
Indenture, dated as of October 1, 2015, by and between Berry Plastics Escrow Corporation, as Issuer, and U.S. Bank National Association, as Trustee, relating to the 6.00% second priority senior secured notes due 2022 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on October 6, 2015).
|
||
|
|||
|
First Supplemental Indenture, dated as of October 1, 2015, by and between Berry Plastics Corporation, Berry Plastics Group, Inc., the subsidiaries of Berry Plastics Corporation party thereto, Berry Plastics Escrow Corporation, and U.S. Bank National Association, as Trustee, relating to the Indenture, by and between Berry Plastics Escrow Corporation, as Issuer, and U.S. Bank, National Association, as Trustee, relating to the 6.00% second priority senior secured notes due 2022, dated October 1, 2015 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on October 6, 2015).
|
||
|
|||
|
Registration Rights Agreement, dated as of October 1, 2015, by and between Berry Plastics Corporation, Berry Plastics Group, Inc., each subsidiary of Berry Plastics Corporation identified therein, and Goldman, Sachs & Co., and Credit Suisse, on behalf of themselves and as representatives of the initial purchasers, relating to the 6.00% second priority senior secured notes due 2022 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on October 6, 2015).
|
||
|
|||
|
$650,000,000 Second Amended and Restated Revolving Credit Agreement, dated as of May 14, 2015, by and among Berry Plastics Corporation., Berry Plastics Group, Inc., certain domestic subsidiaries party thereto from time to time, Bank of America, N.A., as collateral agent and administrative agent, the lenders party thereto from time to time, and the financial institutions party thereto, which is attached to Amendment No. 4 to Amended and Restated Revolving Credit Agreement dated as of April 3, 2007 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 20, 2015).
|
||
|
|||
|
Amendment No. 5 to the Amended and Restated Credit Agreement, dated as of March 24, 2017, by and among Berry Plastics Group, Inc., Berry Plastics Corporation, certain domestic subsidiaries party thereto, Bank of America, N.A., as collateral agent and administrative agent, and the lenders party thereto.
|
||
|
Amendment No. 6 to the Amended and Restated Credit Agreement, dated as of March 24, 2017, by and among Berry Plastics Group, Inc., Berry Plastics Corporation, certain domestic subsidiaries party thereto, Bank of America, N.A., as collateral agent and administrative agent, and the lenders party thereto.
|
|
Amendment No. 7 to the Amended and Restated Credit Agreement, dated as of March 24, 2017, by and among Berry Plastics Group, Inc., Berry Plastics Corporation, certain domestic subsidiaries party thereto, Bank of America, N.A., as collateral agent and administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on March 27, 2017).
|
||
|
U.S. $1,200,000,000 Second Amended and Restated Credit Agreement, dated as of April 3, 2007, by and among Berry Plastics Corporation formerly known as Berry Plastics Holding Corporation, Berry Plastics Group, Inc., Credit Suisse, Cayman Islands Branch, as collateral and administrative agent, the lenders party thereto from time to time, and the other financial institutions party thereto (incorporated herein by reference to Exhibit 10.1(b) to Berry Plastics Corporation's (File No. 033-75706-01) Current Report on Form 8-K filed on April 10, 2007).
|
||
|
|||
|
Second Amended and Restated Intercreditor Agreement, dated as of February 5, 2008, by and among Berry Plastics Group, Inc., Berry Plastics Corporation, certain subsidiaries identified as parties thereto, Bank of America, N.A. and Credit Suisse, Cayman Islands Branch as first lien agents, and U.S. Bank National Association, as successor in interest to Wells Fargo Bank, N.A., as trustee (incorporated herein by reference to Exhibit 10.3 to the Company's Form 10-K filed on November 23, 2015).
|
||
|
|
U.S. $1,147,500,000 and $814,375,000 Incremental Assumption Agreement, dated as of February 10, 2017 by and among Berry Plastics Group, Inc., Berry Plastics Corporation and certain of its subsidiaries referenced therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders under the term loan credit agreement referenced therein, Citibank, N.A., as initial Term I lender and Citibank, N.A., as incremental term J lender therein.
|
|
|
|
U.S. $1,644,750,000 and $498,750,000 Incremental Assumption Agreement, dated as of August 10, 2017, by and among Berry Plastics Group, Inc., Berry Plastics Corporation and certain of its subsidiaries referenced therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders under the term loan credit agreement referenced therein, Wells Fargo Bank, National Association, as initial Term M lender and Wells Fargo Bank, National Association, as initial Term N lender therein.
|
|
|
Equipment Lease Agreement, dated as of June 24, 2010, between Gossamer Holdings, LLC, as Lessor, and Chicopee, Inc., as Lessee (incorporated by reference to Exhibit 10.1 to AVINTIV Specialty Materials Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 17, 2010).
|
||
|
Amendment and Waiver to Equipment Lease Agreement, dated as of January 19, 2011, between Chicopee, Inc., as Lessee and Gossamer Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.16 to AVINTIV Specialty Materials Inc.'s Registration Statement Form S-4 (Reg. No. 333-177497) filed on October 25, 2011).
|
||
|
Second Amendment to Equipment Lease Agreement, dated as of October 7, 2011, between Chicopee, Inc., as Lessee and Gossamer Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.17 to AVINTIV Specialty Materials Inc.'s Registration Statement Form S-4 (Reg. No. 333-177497) filed on October 25, 2011).
|
||
|
Third Amendment to Equipment Lease Agreement, dated as of February 28, 2012, between Chicopee, Inc., as Lessee and Gossamer Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.1 to AVINTIV Specialty Materials Inc.'s Quarterly Report on Form 10-Q filed on May 15, 2012).
|
||
|
Fourth Amendment to Equipment Lease Agreement, dated as of March 22, 2013, between Chicopee, Inc., as Lessee and Gossamer Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.1 to AVINTIV Specialty Materials Inc.'s Quarterly Report on Form 10-Q filed May 9, 2013).
|
||
|
|
2006 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.8 to Berry Plastics Corporation's Registration Statement Form S-4 (Reg. No. 333-138380) filed on November 2, 2006).
|
|
|
|||
|
|
Amendment No. 2 to the Berry Plastics Group, Inc., 2006 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Company's Form 10-K filed on December 11, 2013).
|
|
|
|||
|
|
Amendment No. 3 to Berry Plastics Group, Inc. 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on March 10, 2015).
|
|
|
Form of 2016 Omnibus Amendment to Awards Granted Under the Berry Plastics Group, Inc. 2006 Equity Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on July 22, 2016).
|
|
|
|||
|
|
Omnibus amendment to awards granted under the Berry Plastics Group, Inc., 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the Company's Form 10-K filed on December 11, 2013).
|
|
|
|||
|
|
Form of Performance-Based Stock Option Agreement of Berry Plastics Group, Inc. (incorporated herein by reference to Exhibit 10.9 to Berry Plastics Corporation's Registration Statement Form S-4 (Reg. No. 333-138380) filed on November 2, 2006).
|
|
|
|||
|
|
Form of Accreting Stock Option Agreement of Berry Plastics Group, Inc. (incorporated herein by reference to Exhibit 10.10 to Berry Plastics Corporation's Registration Statement Form S-4 (Reg. No. 333-138380) filed on November 2, 2006).
|
|
|
|||
|
|
Form of Time-Based Stock Option Agreement of Berry Plastics Group, Inc. (incorporated herein by reference to Exhibit 10.11 to Berry Plastics Corporation's Registration Statement Form S-4 (Reg. No. 333-138380) filed on November 2, 2006).
|
|
|
Form of Performance-Based Stock Appreciation Rights Agreement of Berry Plastics Group, Inc. (incorporated herein by reference to Exhibit 10.12 to Berry Plastics Corporation's Registration Statement Form S-4 (Reg. No. 333-138380) filed on November 2, 2006).
|
||
10.23† |
Employment Agreement of Thomas E. Salmon (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on February 6, 2017).
|
||
Offer Letter of Jonathan D. Rich (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on February 6, 2017).
|
|||
|
Form of common stock certificate of Berry Plastics Group, Inc. (incorporated by reference to Exhibit 4.27 of Amendment No. 5 to the Company's Registration Statement on Form S-1 (File No. 333-180294) filed on September 19, 2012).
|
||
|
Income Tax Receivable Agreement, dated as of November 29, 2012, by and among Berry Plastics Group, Inc. and Apollo Management Fund VI, L.P. (incorporated herein by reference to Exhibit 10.25 to the Company's Form 10-K filed on December 27, 2012).
|
||
|
Berry Plastics Group, Inc. Executive Bonus Plan, amended and restated December 22, 2015, effective as of September 27, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on December 28, 2015).
|
||
|
Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.27 to the Company's Form 10-K filed on December 27, 2012).
|
||
|
Amendment No. 1 to the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.31 to the Company's Form 10-K filed on December 11, 2013).
|
||
|
Omnibus amendment to awards granted under the Berry Plastics Group, Inc., 2012 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.32 to the Company's Form 10-K filed on December 11, 2013). | ||
10.31
†
|
Amendment No. 2 to the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on March 10, 2015). | ||
|
Form of 2016 Omnibus Amendment to Awards Granted Under the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on July 22, 2016). | ||
|
2015 Berry Plastics Group, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on March 10, 2015).
|
||
|
Form of 2016 Omnibus Amendment to Awards Granted Under the Berry Plastics Group, Inc. 2015 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed on July 22, 2016).
|
||
|
Fourth Amended and Restated Stockholders Agreement, by and among Berry Plastics Group, Inc., and the stockholders of the Corporation listed on schedule A thereto, dated as of January 15, 2015 (incorporated herein by reference to Exhibit 10.1 to the Company's Form 10-Q filed on January 30, 2015).
|
||
|
Employment Agreement, dated January 1, 2002, between the Berry Plastics Corporation and Curtis Begle (incorporated herein by reference to Exhibit 10.1 to the Company's Form 10-Q filed on January 31, 2014).
|
|
|
Amendment No. 1 to Employment Agreement, dated as of September 13, 2006, by and between the Berry Plastics Corporation and Curtis Begle (incorporated herein by reference to Exhibit 10.3 to the Company's Form 10-Q filed on January 31, 2014).
|
* |
Filed herewith.
|
† |
Management contract or compensatory plan or arrangement.
|
|
BERRY GLOBAL GROUP, INC.
|
|
|
|
|
|
|
|
By
|
/s/ Thomas E. Salmon
|
|
|
|
Thomas E. Salmon
|
|
|
|
Chief Executive Officer
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ Thomas E. Salmon
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
November 21, 2017
|
Thomas E. Salmon
|
|
|
|
|
|
|
|
/s/ Mark W. Miles
|
|
Chief Financial Officer (Principal Financial Officer)
|
November 21, 2017
|
Mark W. Miles
|
|
|
|
|
|
|
|
/s/ James M. Till
|
|
Executive Vice President and Controller (Principal Accounting Officer)
|
November 21, 2017
|
James M. Till
|
|
|
|
|
|
|
|
/s/ Jonathan D. Rich
|
|
Chairman of the Board of Directors and Director
|
November 21, 2017
|
Jonathan D. Rich
|
|
|
|
/s/ B. Evan Bayh
|
|
Director
|
November 21, 2017
|
B. Evan Bayh
|
|
|
|
|
|
|
|
/s/ Jonathan F. Foster
|
|
Director
|
November 21, 2017
|
Jonathan F. Foster
|
|
|
|
|
|
|
|
/s/ Stephen E. Sterrett
|
|
Director
|
November 21, 2017
|
Stephen E. Sterrett
|
|
|
|
|
|
|
|
/s/ Idalene F. Kesner
|
|
Director
|
November 21, 2017
|
Idalene F. Kesner
|
|
|
|
|
|
|
|
/s/ Carl J. Rickertsen
|
|
Director
|
November 21, 2017
|
Carl J. Rickertsen
|
|
|
|
|
|
|
|
/s/ Ronald S. Rolfe
|
|
Director
|
November 21, 2017
|
Ronald S. Rolfe
|
|
|
|
|
|
|
|
/s/ Robert V. Seminara
|
|
Director
|
November 21, 2017
|
Robert V. Seminara
|
|
|
|
|
|
|
|
/s/ Robert A. Steele
|
|
Director
|
November 21, 2017
|
Robert A. Steele
|
|
|
|
/s/ Scott B. Ullem
|
Director
|
November 21, 2017
|
|
Scott B. Ullem
|
Earnings to Fixed Charges
|
||||||||||||||||||||
|
||||||||||||||||||||
|
2013
|
2014
|
2015
|
2016
|
2017
|
|||||||||||||||
Earnings:
|
||||||||||||||||||||
Income (loss) before taxes
|
85
|
67
|
122
|
308
|
449
|
|||||||||||||||
Interest
|
244
|
221
|
191
|
291
|
269
|
|||||||||||||||
Interest portion of rental expense
|
18
|
18
|
17
|
19
|
22
|
|||||||||||||||
|
347
|
306
|
330
|
618
|
740
|
|||||||||||||||
|
||||||||||||||||||||
Fixed Charges:
|
||||||||||||||||||||
Interest
|
244
|
221
|
191
|
291
|
269
|
|||||||||||||||
Interest capitalized
|
5
|
6
|
6
|
6
|
7
|
|||||||||||||||
Interest portion of rental expense
|
18
|
18
|
17
|
19
|
22
|
|||||||||||||||
|
267
|
245
|
214
|
316
|
298
|
|||||||||||||||
|
||||||||||||||||||||
Ratio
|
1.3
|
1.2
|
1.5
|
2.0
|
2.5
|
AeroCon, LLC
|
Aspen Industrial S.A. de C.V.
|
Berry Plastics (Australia) Pty Ltd.
|
Berry Plastics Acquisition Corporation V
|
Berry Plastics Acquisition Corporation XI
|
Berry Plastics Acquisition Corporation XII
|
Berry Plastics Acquisition Corporation XIII
|
Berry Plastics Acquisition Corporation XIV, LLC
|
Berry Plastics Acquisition Corporation XV, LLC
|
Berry Plastics Acquisition Corporation XVI
|
Berry Plastics Acquisition LLC II
|
Berry Plastics Acquisition LLC X
|
Berry Plastics Asia Pacific Limited
|
Berry Plastics Asia Pte. Ltd.
|
Berry Plastics Beheer B.V.
|
Berry Plastics Canada, Inc.
|
Berry Plastics Canada Holdings, LLC
|
Berry Global, Inc.
|
Berry Plastics de Mexico, S. de R.L. de C.V.
|
Berry Plastics Design, LLC
|
Berry Global Dutch Holding BV
|
Berry Plastics Escrow Corporation
|
Berry Plastics Escrow, LLC
|
Berry Plastics Filmco, Inc.
|
Berry Plastics France Holdings SAS
|
Berry Plastics GmbH
|
Berry Global Group, Inc.
|
Berry Plastics Holding GmbH & Co. KG
|
Berry Plastics Hong Kong Limited
|
Berry Plastics IK, LLC
|
Berry Plastics International B.V.
|
Berry Plastics International C.V.
|
Berry Plastics International GmbH
|
Berry Plastics International, LLC
|
Berry Plastics Malaysia SDN BHD
|
Berry Plastics Opco, Inc.
|
Berry Plastics Qingdao Limited
|
Berry Plastics SP, Inc.
|
Berry Plastics Technical Services, Inc.
|
Berry Sterling Corporation
|
BP Parallel, LLC
|
BPRex Brazil Holding Inc.
|
BPRex Closure Systems, LLC
|
BPRex Closures and Packaging Services Ltd.
|
BPRex Closures Kentucky Inc.
|
BPRex Closures, LLC
|
BPRex de Mexico S.A. de R.L. de CV
|
BPRex Delta Inc.
|
BPRex Healthcare Brookville Inc.
|
BPRex Healthcare Offranville
|
BPRex Healthcare Packaging, Inc.
|
BPRex Partipacoes Ltda
|
BPRex Plastic Packaging (India) Limited
|
BPRex Plastic Packaging de Mexico S.A. de C.V.
|
BPRex Plastic Packaging, Inc.
|
BPRex Plastic Services Company Inc.
|
BPRex Plasticos Do Brasil Ltda
|
BPRex Product Design & Engineering Inc.
|
BPRex Singapore Pte. Ltd.
|
BPRex Specialty Products Puerto Rico Inc.
|
Caplas LLC
|
Caplas Neptune, LLC
|
Captive Plastics Holdings, LLC
|
Captive Plastics, LLC
|
Cardinal Packaging, Inc.
|
Covalence Specialty Adhesives LLC
|
Covalence Specialty Coatings LLC
|
CPI Holding Corporation
|
CSM Mexico SPV LLC
|
Dongguan First First Packaging Co. Limited
|
Fortunes Best Trading Limited
|
Frans Nooren Afdichtingssystemen B.V.
|
Genius World Holding Ltd
|
Grafco Industries Limited Partnership
|
Grupo de Servicios Berpla, S. de R.L. de C.V.
|
Jacinto Mexico, S.A. de C.V.
|
Kerr Group, LLC
|
Knight Plastics, LLC
|
Packerware, LLC
|
Pescor, Inc.
|
Pfizer Investment Ltd
|
Pliant Corporation International
|
Pliant de Mexico S.A. de C.V.
|
Pliant, LLC
|
Poly-Seal, LLC
|
Prime Label & Screen Incorporated
|
Rafypak, S.A. de C.V.
|
BPREX Pharma Packaging India Private Limited
|
Rollpak Corporation
|
Saffron Acquisition, LLC
|
Seal for Life India Private Limited
|
Seal for Life Industries Beta LLC
|
Seal for Life Industries BVBA
|
Seal for Life Industries Tijuana LLC
|
Seal for Life Industries, LLC
|
Seal for Life Technologies & Services B.V.
|
Setco, LLC
|
Stopaq B.V.
|
Stopaq Saudi Factory LLC
|
Sun Coast Industries, LLC
|
Tyco Acquisition Alpha LLC
|
Dongguan United Packaging Co., Limited
|
Jiagmen United Packaging Co., Limited
|
Uniplast Holdings, LLC
|
Uniplast U.S., Inc.
|
Venture Packaging Midwest, Inc.
|
Venture Packaging, Inc.
|
159422 Canada Inc.
|
AVINTIV Inc.
|
AVINTIV Acquisition Corporation
|
AVINTIV Specialty Materials, Inc.
|
Boddington International Limited
|
Bonlam, S.A. DE C.V.
|
Bonlam Holdings B.V.
|
Chicopee, Inc.
|
Chicopee Asia, Limited
|
Chicopee Holdings B.V.
|
Chicopee Holdings C.V.
|
Companhai Providencia Industria e Comercio
|
Cordustex Manufacturing (PTY) Limited
|
Cordustex (PTY) Limited
|
DT Acquisition Inc.
|
DIFCO Performance Fabrics, Inc.
|
Dominion Textile Inc.
|
Dominion Textile Mauritius Inc.
|
Dominion Textile (USA), LLC
|
Dounor SAS
|
Fabrene, LLC
|
Fabrene, Inc.
|
Fiberweb, LLC
|
Fiberweb Ltd.
|
Fiberweb Asia Pacific Limited
|
Fiberweb Berlin GmbH
|
Fiberweb France SAS
|
Fiberweb Geos, Inc.
|
Fiberweb Geosynthetiques Sarl
|
Fiberweb Geosynthetics Limited
|
Fiberweb Holdings Ltd
|
Fiberweb Holdings Deutschland GmbH
|
Fiberweb Italia SpA
|
Fiberweb Technical Fabrics (Shanghai) Company Limited
|
Fiberweb Terno D'Isola Srl
|
Fiberweb (Tianjin) Specialty Nonwovens Company Limited
|
Fiberweb UK Limited
|
Fiberweb US Holdings Limited
|
Geca-Tapes B.V.
|
Korma SpA
|
Nanhai Nanxin Non-Woven Co. Ltd
|
Old Hickory Steamworks, LLC
|
PGI Acquisition Limited
|
PGI Argentina S.A.
|
PGI Colombia LTDA
|
PGI Europe, Inc.
|
PGI France SAS
|
PGI France Holdings SAS
|
PGI Holdings BV
|
PGI Netherlands Holdings B.V.
|
PGI Netherlands Holdings (NO. 2) B.V.
|
PGI Nonwovens (Mauritius)
|
PGI Nonwovens B.V.
|
PGI Nonwovens Germany GmbH
|
PGI Nonwovens Limited
|
PGI Non-Woven (China) Co. Ltd
|
PGI Non-Woven (Foshan) Co. Ltd
|
PGI Polimeros Do Brazil S.A.
|
PGI Polymer, Inc.
|
PGI Spain S.L. U
|
Polymer Group Holdings C.V.
|
Pristine Brands Corporation
|
Providencia USA, Inc.
|
SCI Vertuquet
|
Terram Defencell Limited
|
Terram Limited
|
Terram Geosynthetics Private Limited
|
Tesalca Polska SP ZO.O
|
Tubex Limited
|
AEP Canada |
AEP Industries |
Berry Specialty Tapes, LLC |
Seal for Life Industriest Mexico, S. de R.L. de C.V. |
(1)
|
Registration Statement (Form S-3ASR No. 333-194030) of Berry Plastics Group, Inc., and
|
(2)
|
Registration Statement (Form S-8 No. 333-184522) pertaining to the Berry Plastics Group, Inc. 2006 Equity Incentive Plan and the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan; and
|
(3)
|
Registration Statement (Form S-8 No. 333-203173) pertaining to the Berry Plastics Group, Inc. 2015 Long-Term Incentive Plan;
|
|
|
||
Indianapolis, Indiana
November 21, 2017
|
/s/ Ernst &Young LLP
|
||
|
|
|
|
|
|
By:
|
/s/ Thomas E. Salmon
|
Date: November 21, 2017
|
|
Thomas E. Salmon
|
|
|
Chief Executive Officer
|
|
By:
|
/s/ Mark W. Miles
|
Date: November 21, 2017
|
|
Mark W. Miles
|
|
|
Chief Financial Officer
|
BERRY PLASTICS CORPORATION
|
By:
/s/ Jason K. Greene
|
Name: Jason K. Greene
|
Title: Executive Vice President, General
|
Counsel and Secretary
|
BERRY PLASTICS GROUP, INC.
|
By:
/s/ Jason K. Greene
|
Name: Jason K. Greene
|
Title: Executive Vice President, General
|
Counsel and Secretary
|
BERRY PLASTICS ACQUISITION CORPORATION V
|
BERRY PLASTICS ACQUISITION CORPORATION IX
|
BERRY PLASTICS ACQUISITION CORPORATION XI
|
BERRY PLASTICS ACQUISITION CORPORATION XII
|
BERRY PLASTICS ACQUISITION CORPORATION XIII
|
BERRY PLASTICS FILMCO, INC.
|
BERRY PLASTICS OPCO, INC.
|
BERRY PLASTICS SP, INC.
|
BERRY PLASTICS TECHNICAL SERVICES, INC.
|
BERRY STERLING CORPORATION
|
BPREX CLOSURES KENTUCKY INC.
|
BPREX DELTA INC.
|
BPREX BRAZIL HOLDING 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.
|
CARDINAL PACKAGING, INC.
|
CPI HOLDING CORPORATION
|
PESCOR, INC.
|
PLIANT CORPORATION INTERNATIONAL
|
PRIME LABEL & SCREEN INCORPORATED
|
ROLLPAK CORPORATION
|
VENTURE PACKAGING, INC.
|
VENTURE PACKAGING MIDWEST, INC.
|
UNIPLAST U.S., INC.
|
By:
/s/ Jason K. Greene
|
Name: Jason K. Greene
|
Title: Executive Vice President, General Counsel and Secretary
|
AEROCON, LLC
|
BERRY PLASTICS ACQUISITION CORPORATION XV,
|
LLC
|
BERRY PLASTICS ACQUISITION LLC X
|
BERRY PLASTICS DESIGN, LLC
|
BERRY PLASTICS IK, LLC
|
BPREX CLOSURES, LLC
|
BPREX CLOSURE SYSTEMS, LLC
|
CAPLAS, LLC
|
CAPLAS NEPTUNE, LLC
|
CAPTIVE PLASTICS, LLC
|
CAPTIVE PLASTICS HOLDINGS, LLC
|
COVALENCE SPECIALTY ADHESIVES LLC
|
COVALENCE SPECIALTY COATINGS LLC
|
KERR GROUP, LLC
|
KNIGHT PLASTICS, LLC
|
PACKERWARE, LLC
|
PLIANT, LLC
|
POLY-SEAL, LLC
|
SAFFRON ACQUISITION, LLC
|
SEAL FOR LIFE INDUSTRIES, LLC
|
SETCO, LLC
|
SUN COAST INDUSTRIES, LLC
|
UNIPLAST HOLDINGS, LLC
|
By:
/s/ Jason K. Greene
|
Name: Jason . Greene
|
Title: Executive Vice President, General Counsel and Secretary
|
GRAFCO INDUSTRIES LIMITED PARTNERSHIP
|
By: CAPLAS NEPTUNE, LLC
|
its General Partner
|
By:
/s/ Jason K. Greene
|
Name: Jason K. Greene
|
Title: Executive Vice President, General Counsel and Secretary
|
BANK OF AMERICA, N.A.,
|
as Administrative Agent and Collateral Agent,
|
By:
/s/ Robert Q. Mahoney
|
Name: Robert Q. Mahoney
|
Title: Sr. Vice President
|
Bank of America, N.A.,
|
as Lender
|
By:
/s/ Robert Q. Mahoney
|
Name: Robert Q. Mahoney
|
Title: Sr. Vice President
|
JPMORGAN CHASE BANK, N.A.,
|
as Lender
|
By:
/s/ Raymond Gage
|
Name: Raymond Gage
|
Title: Authorized Officer
|
U.S. Bank National Association,
|
as Lender
|
By:
/s/ David Lawrence
|
Name: David Lawrence
|
Title: Vice President
|
WELLS FARGO BANK, NATIONAL
|
ASSOCIATION
|
as Lender
|
By:
/s/ Michael P. Henry
|
Name: Michael P. Henry
|
Title: Duly Authorized Signatory
|
Barclays Bank PLC
|
as Lender
|
By:
/s/ Daniel Hunter
|
Name: Daniel Hunter
|
Title: Authorized Signatory
|
GOLDMAN SACHS BANK USA, as Lender
|
By:
/s/ Michelle Latzoni
|
Name:
Michelle Latzoni
|
Title:
Authorized Signatory
|
BMO Harris Bank N.A.,
|
as Lender
|
By:
/s/ Quinn Heiden
|
Name: Quinn Heiden
|
Title: Director
|
CITIBANK, N.A,.
|
as Lender
|
By:
/s/ David Smith
|
Name: David Smith
|
Title: VP
|
CITY NATIONAL BANK,
|
as Lender
|
By:
/s/ Mia Bolin
|
Name:
Mia Bolin
|
Title:
Vice President
|
DEUTSCHE BANK AG NEW YORK
|
BRANCH
|
as Lender
|
By:
/s/ Peter Cucchiara
|
Name:
Peter Cucchiara
|
Title:
Vice President
|
By:
/s/ Michael Winters
|
Name:
Michael Winters
|
Title:
Vice President
|
(i)
|
a reduction in full or in part or cancellation of any such liability;
|
(ii)
|
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
|
(iii)
|
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
|
(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.
|
(c)
|
For purposes of this Agreement, the following terms have the meanings ascribed below:
|
(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.
|
(b)
|
The final maturity date of the Term K Loans shall be February 8, 2020.
|
(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.
|
(b)
|
The final maturity date of the Term L Loans shall be January 6, 2021.
|
(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.
|
(e)
|
[Reserved].
|
(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.
|
(e)
|
This Agreement is a Loan Document.
|
(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
|
By:
/s/ Mark W. Miles
|
Name: Mark W. Miles
|
Title: Chief Financial Officer
|
BERRY PLASTICS GROUP, INC.
|
By:
/s/ Mark W. Miles
|
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
|
CAPLAS NEPTUNE, LLC
|
CAPTIVE PLASTICS HOLDINGS, LLC
|
CAPTIVE PLASTICS, LLC
|
CARDINAL PACKAGING, INC.
|
CHICOPEE, INC.
|
COVALENCE SPECIALTY ADHESIVES LLC
|
COVALENCE SPECIALTY COATINGS LLC
|
CPI HOLDING CORPORATION
|
By:
/s/ Jason K. Greene
|
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.
|
By:
/s/ Jason K. Greene
|
Name: Jason K. Greene
|
Title: Executive Vice President, General Counsel and Secretary
|
GRAFCO INDUSTRIES LIMITED PARTNERSHIP
|
By: CAPLAS NEPTUNE, LLC
|
its General Partner
|
By:
/s/ Jason K. Greene
|
Name: Jason K. Greene
|
Title: Executive Vice President, General Counsel and Secretary
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CREDIT SUISSE AG, CAYMAN ISLANDS
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BRANCH, as Administrative Agent
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By:
/s/ Robert Hetu
|
Name: Robert Hetu
|
Title: Authorized Signatory
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By:
/s/ Nicholas Goss
|
Name: Nicholas Goss
|
Title: Authorized Signatory
|
CITIBANK, N.A., as Initial Term K Lender
|
By:
/s/ Scott Siavik
|
Name:
Scott Siavik
|
Title:
Vice President
|
CITIBANK, N.A., as Initial Term L Lender
|
By:
/s/ Scott Siavik
|
Name:
Scott Siavik
|
Title:
Vice President
|
BERRY PLASTICS CORPORATION
|
By
Name: Title: Chief Financial Officer |
(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 M 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 M Lender on Schedule 1A hereto.
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(ii)
|
The Initial Term N 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 N Lender on Schedule 1B hereto.
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(b)
|
The Administrative Agent hereby approves of each of the Initial Term M Lender and the Initial Term N Lender as Incremental Term Lenders under the Credit Agreement and approves of the terms of the Term M Loans as set forth in Section 2 hereof and the terms of the Term N Loans as set forth in Section 3 hereof
|
(c)
|
For purposes of this Agreement, the following terms have the meanings ascribed below:
|
(i)
|
"
Amendment Lead Arrangers
" means Wells Fargo Securities, LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners (through itself or one of its affiliates), JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its affiliates designated to act in such capacity).
|
(a)
|
The aggregate principal amount of the Term M Loans and Term M Loan Commitment shall be $1,644,750,000.00.
|
(b)
|
The final maturity date of the Term M Loans shall be October 1, 2022.
|
(c)
|
The Applicable Margin with respect to the Term M Loans shall be 2.25% per annum in the case of any Eurocurrency Loan that is a Term M Loan and shall be 1.25% for any ABR Loan that is a Term M Loan.
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(d)
|
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 M Loan Repricing Event (as defined below) or in connection with a Term M Loan Repricing Event constituting an amendment or conversion of Term M Loans, any Lender is required to assign its Term M Loans pursuant to Section 2.19(c) of the Credit Agreement, the Borrower shall on the date of such Term M Loan Repricing Event pay to the Administrative Agent, for the account of each Lender with such Term M Loans that are subject to such Term M Loan Repricing Event or are required to be so assigned, a fee equal to 1.00% of the principal amount of the Term M Loans subject to such Term M Loan Repricing Event or required to be so assigned;
provided
that any prepayment of any Term M 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.
|
(e)
|
All other terms not described herein and relating to the Term M Loans shall be the same as the terms of the Term I Loans in effect immediately prior to the Effective Date.
|
(a)
|
The aggregate principal amount of the Term N Loans and Term N Loan Commitment shall be $498,750,000.00.
|
(b)
|
The final maturity date of the Term N Loans shall be January 19, 2024.
|
(c)
|
The Applicable Margin with respect to the Term N Loans shall be 2.25% per annum in the case of any Eurocurrency Loan that is a Term N Loan and shall be 1.25% for any ABR Loan that is a Term N Loan.
|
(d)
|
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 N Loan Repricing Event (as defined below) or in connection with a Term N Loan Repricing Event constituting an amendment or conversion of Term N Loans, any Lender is required to assign its Term N Loans pursuant to Section 2.19(c) of the Credit Agreement, the Borrower shall on the date of such Term N Loan Repricing Event pay to the Administrative Agent, for the account of each Lender with such Term N Loans that are subject to such Term N Loan Repricing Event or are required to be so assigned, a fee equal to 1.00% of the principal amount of the Term N Loans subject to such Term N Loan Repricing Event or required to be so assigned;
provided
that any prepayment of any Term N 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.
|
(e)
|
All other terms not described herein and relating to the Term N Loans shall be the same as the terms of the Term J 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, and (iii) Godfrey & Kahn, S.C., Wisconsin 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 M Loans and Term N 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 attached to the Secretary's Certificate of Borrower and Guarantors dated as of February 10, 2017, or in the case of Holdings, attached to the Secretary's Certificate of Holdings dated as of February 10, 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 February 10, 2017 (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 M Lender and the Initial Term N 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 M Loans and the Term N 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 Amended & Restated Engagement Letter, dated as of June 15, 2017 (the "
Engagement Letter
"), among the Borrower, Wells Fargo Securities, LLC, Barclays Bank PLC ,Citi (as defined therein), Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners, JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its affiliates designated to act in such capacity), or under any Loan Document.
|
(e)
|
[Reserved].
|
(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 M Loans and the Term N 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 M Loans and the Term N 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 M Lender of its Term M 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 I Loans under the Credit Agreement shall have been paid by the Borrower.
|
(l)
|
Substantially concurrently with the making by the Initial Term N Lender of its Term N 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 J Loans under the Credit Agreement shall have been paid by the Borrower.
|
(1) |
written confirmation (which confirmation may be provided in the form of an electronic mail acknowledgment in form and substance reasonably satisfactory to the Administrative Agent) from local counsel in the jurisdiction in which the Mortgaged Property (which are set forth on Schedule 2 hereto) is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, for the benefit of the Secured Parties; and (y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, for the benefit of the Secured Parties;
|
(2) |
(w) amendments to the Mortgages ("Mortgage Amendments"), (x) date down endorsements to the existing title insurance policies relating to the property subject to such Mortgage Amendment, (y) any documents required in connection with the recording of such Mortgage Amendments and (z) opinions of local counsel with respect to the enforceability, due authorization, execution and delivery of the Mortgage Amendments and other such other matters customarily included in such opinions.
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(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 M Loans, including the Initial Term M Lender, and each holder of any Term N Loans, including the Initial Term N 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 M Loans and the Term N 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 M Loans and the Term N 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 M Loans and Term N 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.
|
(e)
|
This Agreement is a Loan Document.
|
(a)
|
Each of the Initial Term M Lender and the Initial Term N 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 M Lender and the Initial Term N 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 M Lender or to the Initial Term N Lender shall be to its address as set forth in the administrative questionnaire such Lender has furnished to the Administrative Agent.
|
BERRY GLOBAL, INC.
|
By:
/s/ Mark W. Miles
|
Name:
Mark W. Miles
|
Title:
Chief Financial Officer
|
BERRY GLOBAL GROUP, INC.
|
By:
/s/ Mark W. Miles
|
Name:
Mark W. Miles
|
Title:
Chief Financial Officer
|
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.
|
By:
/s/ Jason K. Greene
|
Name:
Jason K. Greene
|
Title:
Executive Vice President, General Counsel and Secretary
|
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
|
CAPLAS NEPTUNE, LLC
|
CAPTIVE PLASTICS HOLDINGS, LLC
|
CAPTIVE PLASTICS, LLC
|
CARDINAL PACKAGING, INC.
|
CHICOPEE, INC.
|
COVALENCE SPECIALTY ADHESIVES LLC
|
COVALENCE SPECIALTY COATINGS LLC
|
CPI HOLDING CORPORATION
|
By:
/s/ Jason K. Greene
|
Name:
Jason K. Greene
|
Title:
Executive Vice President, General Counsel and Secretary
|
GRAFCO INDUSTRIES LIMITED PARTNERSHIP
|
By:
CAPLAS NEPTUNE, LLC
|
its General Partner
|
By:
/s/ Jason K. Greene
|
Name:
Jason K. Greene
|
Title:
Executive Vice President, General Counsel and Secretary
|
CREDIT SUISSE AG, CAYMAN ISLANDS
|
BRANCH, as Administrative Agent
|
By:
/s/ Mikhail Faybusovich
|
Name:
Mikhail Faybusovich
|
Title:
Authorized Signatory
|
By:
/s/ Whitney Gaston
|
Name:
Whitney Gaston
|
Title:
Authorized Signatory
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Initial Term M Lender |
By:
/s/ Thomas P. Trail
|
Name:
Thomas P. Trail
|
Title:
Managing Director
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Initial Term N Lender |
By:
/s/ Thomas P. Trail
|
Name:
Thomas P. Trail
|
Title:
Managing Director
|
BERRY GLOBAL, INC.
|
By
Name:
Title: Chief Financial Officer |
BERRY PLASTICS GROUP, INC.
, a Delaware corporation
|
||
By:
/s/ Jason Green
Jason Greene
Executive Vice President
|
1.
|
This Certificate of Amendment (the "Certificate of Amendment") amends the Amended and Restated Certificate of Incorporation of the Corporation (the "Amended and Restated Certificate of Incorporation") filed with the Secretary of State of the State of Delaware on March 6, 2015,
and
has been duly adopted by the Board of Directors of the Corporation by unanimous written consent in lieu of a meeting in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware (the "DGCL") and by the stockholders of the Corporation in accordance with Section 242 of the DGCL at an annual meeting held on March 2, 2017.
|
2.
|
Section 3 of Article V of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:
|
3.
|
Section 7 of Article V of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:
|
4.
|
Except as amended hereby, all other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.
|
(c) |
If a claim under paragraph (a) of this Article X is not paid in full by the Corporation within thirty (30) days after a written claim pursuant to paragraph (b) of this
Article X has been received by the Corporation (except in the case of a claim for advancement of expenses, for which the applicable period is twenty (20) days), the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action that the claimant has not met the standard of conduct which makes it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. |
(d) |
If a determination shall have been made pursuant to paragraph (b) of this
Article X that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (c) of this Article X. |
(e) |
The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (c) of this Article X that the procedures and presumptions of this Article X are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Article X.
|
(f) |
The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article X: (i) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Amended and Restated Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise and (ii) cannot be terminated by the Corporation, the Board or the stockholders of the Corporation with respect to a person's service prior to the date of such termination. Any amendment, modification, alteration or repeal of this Article X that in any way diminishes, limits, restricts, adversely affects or eliminates any right of an indemnitee or his or her successors to indemnification, advancement of expenses or otherwise shall be prospective only and shall not, without the written consent of the indemnitee, in any way diminish, limit, restrict, adversely affect or eliminate any such right with respect to any actual or alleged state of facts, occurrence, action or omission then or previously existing, or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission.
|
(g) |
The Corporation may maintain insurance, at its expense, to protect itself and any current or former director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. To the extent that the Corporation maintains any policy or policies providing such insurance, each such current or former director or officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (h) of this Article X, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such current or former director, officer, employee or agent.
|
(h) |
The Corporation may, to the extent authorized from time to time by the Board or the Chief Executive Officer, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in connection with any proceeding in advance of its final disposition, to any current or former employee or agent of the Corporation to the fullest extent of the provisions of this Article X with respect to the indemnification and advancement of expenses of current or former directors and officers of the Corporation.
|
(i) |
If any provision or provisions of this Article X shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article X (including, without limitation, each portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article X (including, without limitation, each such portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
|
(j) |
For purposes of this Article X:
|
(i)
|
"Disinterested Director" means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.
|
(ii)
|
"Independent Counsel" means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporate law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant's rights under this Article X.
|
BERRY PLASTICS GROUP, INC.
|
|
By:
|
/s/ Jason K. Greene
|
Name: Jason K. Greene
Title: General Counsel and Secretary
|