Receipt Of Majority Of Tenders And Consents Announced In Anticipation Of Acquisition Of BWAY Holding Company By Madison Dearborn Partners
CHICAGO, May 20 /PRNewswire-FirstCall/ -- In anticipation of the previously announced proposed acquisition of BWAY Holding Company (the " Company") by Picasso Parent Company, Inc. (the " Parent") through a merger (the " Merger") of Picasso Merger Sub, Inc. (the " Purchaser"), companies organized by Madison Dearborn Partners, LLC (" MDP"), the Purchaser announced today that it has received tenders and consents from holders of 53.09%, or $121,338,000 in principal amount, of the $228,538,000 outstanding aggregate principal amount of the 10% Senior Subordinated Notes due 2014 (the " Notes") of BWAY Corporation (" BWAY") as of 5:00 p.m., New York City time, on May 20, 2010, in connection with its previously announced tender offer (the " Tender Offer") and consent solicitation (the " Consent Solicitation") regarding the Notes.
As a result of obtaining the required consents, on May 20, 2010, the supplemental indenture effecting the amendments to the indenture governing the Notes contemplated in the Consent Solicitation (the " Supplemental Indenture") was executed by BWAY and withdrawal rights have terminated with respect to the Tender Offer and Consent Solicitation, except as required by law. The proposed amendments contained in the Supplemental Indenture will not become operative until immediately prior to the consummation of the Merger and will cease to be operative unless the Merger is consummated or if the Purchaser fails to accept for purchase any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer.
Holders of Notes still have until 5:00 p.m., New York City time, on May 24, 2010, unless extended in accordance with the terms of the offer to purchase and consent solicitation statement dated May 11, 2010 (the "Statement"), to tender their notes for the total tender consideration, which includes the consent payment. Thereafter, the Tender Offer will remain open for the tender of Notes not previously tendered until the scheduled expiration at 5:00 p.m., New York City time, on June 9, 2010, unless extended in accordance with the terms of the Statement.
The Tender Offer and the Consent Solicitation are being made upon the terms and subject to conditions set forth in the Statement.
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