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Berry Plastics Group, Inc. Announces Tender Offer And Consent Solicitation For Any And All Outstanding 9½ Percent Second Priority Senior Secured Notes Due 2018 Of Berry Plastics Corporation

Berry Plastics Group, Inc. (“Berry Group”) announced today the launch on April 28, 2014, by Berry Plastics Corporation, Berry Group’s wholly owned subsidiary (the “Issuer”), of a cash tender offer and consent solicitation with respect to any and all of the Issuer’s outstanding 9½ percent Second Priority Senior Secured Notes due 2018 (the “Notes”) issued under an indenture dated as of April 30, 2010, (the “Indenture”). The Notes and other information relative to the tender offer and consent solicitation are set forth in the table below.

OutstandingPrincipalAmount (1)
    Security     Consent Date    

Tender OfferConsideration (2)

ConsentPayment (3)

TotalConsideration (2) (3)
085790 AU7 $500,000,000

9½% SecondPriority SeniorSecured Notesdue 2018

5:00 p.m.,New York City time,May 9, 2014
$1,022.50 $30.00 $1,052.50
(1)     As of April 28, 2014.
(2) For each $1,000 principal amount of Notes, excluding accrued but unpaid interest thereon, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.
(3) For each $1,000 principal amount of Notes tendered prior to the Consent Date.

In connection with the tender offer, the Issuer is soliciting the consents of the holders of the Notes to proposed amendments to the Indenture (the “Proposed Amendments”). The principal purpose of the consent solicitation and the Proposed Amendments is to eliminate substantially all of the restrictive covenants, eliminate or modify certain events of default and eliminate or modify related provisions contained in the Indenture. In order for the Proposed Amendments to be effective, holders of at least a majority of the outstanding aggregate principal amount of the Notes must consent to the Proposed Amendments. Holders who tender Notes are obligated to consent to the Proposed Amendments and holders may not deliver consents without tendering the related Notes.

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