This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

BWAY Holding Company Announces The Closing Of Its Acquisition By Madison Dearborn Partners

ATLANTA, June 16 /PRNewswire-FirstCall/ -- BWAY Holding Company, a leading North American supplier of general line rigid containers (the "Company"), today announced it has completed its merger (the "Merger") with Picasso Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and wholly-owned indirect subsidiary of Picasso Parent Company, Inc., a Delaware corporation ("Parent"), pursuant to the Agreement and Plan of Merger, dated March 28, 2010, by and among the Company, Parent and Merger Sub (the "Merger Agreement").  As a result of the Merger, the Company is now a wholly-owned indirect subsidiary of Parent, which is owned by affiliates of Madison Dearborn Partners, LLC and certain members of the Company's management.

In addition, the Company announced the successful completion of a cash tender offer by Merger Sub (the "Tender Offer") for 100% of the outstanding 10% Senior Subordinated Notes due 2014 of BWAY Corporation (the "Existing Notes"), a Delaware corporation and wholly-owned direct subsidiary of the Company, pursuant to the terms set forth in the related offer to purchase and consent solicitation statement dated May 11, 2010.

The Company also announced the closing of an offering of $205,000,000 aggregate principal amount of 10% Senior Notes due 2018 (the "Senior Notes"), the net proceeds of which were used, along with the proceeds of the equity financing and of loans under the Senior Secured Credit Facilities, to finance the consideration to be paid in the Merger, to refinance the Company's existing indebtedness in connection with the Merger and to pay fees and expenses related to the Merger and the associated financings.  The Senior Notes were offered initially by Merger Sub and, following the consummation of the Merger, the Company assumed Merger Sub's obligations under the Senior Notes by operation of law.  The Senior Notes have not been registered under the Securities Act of 1933, as amended (the " Securities Act") or any state securities laws, and, unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and state securities laws.

Finally, the Company announced that concurrently with the closing of the offering of the Senior Notes, it has entered into new senior secured credit facilities (the "Senior Secured Credit Facilities") provided by a syndicate of lenders arranged by Deutsche Bank Securities Inc., Banc of America Securities LLC and Barclays Capital, the investment banking division of Barclays Bank PLC.  The Senior Secured Credit Facilities initially consist of the following: (i) a $75,000,000 five-year senior secured revolving credit facility with subfacilities for letters of credit and Canadian borrowings; and (ii) a $490,000,000 seven-year senior secured term loan facility (a portion of which will be loaned to a wholly-owned Canadian subsidiary of the Company, ICL Industrial Containers ULC ("ICL"), in U.S. dollars).  The obligations of the Company under the Senior Secured Credit Facilities are guaranteed by Picasso Intermediate Company, Inc., a Delaware corporation and direct parent of Merger Sub (and, following the consummation of the Merger, of the Company) ("Holdings"), and by the Company's direct and indirect domestic restricted subsidiaries.  The obligations of ICL under the Senior Secured Credit Facilities are guaranteed by Holdings, the Company and the Company's direct and indirect domestic and Canadian restricted subsidiaries other than ICL.

The Company was represented in the transactions by Debevoise & Plimpton LLP.  Goldman Sachs & Co. and Sullivan & Cromwell LLP acted as financial advisor and legal advisor, respectively, to the special Transactions Committee of the Board of Directors of the Company.

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
AAPL $92.78 -0.49%
FB $118.65 0.71%
GOOG $706.65 0.74%
TSLA $212.88 0.64%
YHOO $36.86 -0.22%


Chart of I:DJI
DOW 17,649.96 -10.75 -0.06%
S&P 500 2,042.68 -7.95 -0.39%
NASDAQ 4,692.03 -25.0640 -0.53%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs