/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
corporation and wholly-owned indirect subsidiary of Picasso Parent Company, Inc., a
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
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
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 "
") 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
five-year senior secured revolving credit facility with subfacilities for letters of credit and Canadian borrowings; and (ii) a
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
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.