UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549a
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 13, 2019
This report constitutes Amendment No. 1 to Registrant’s Current Report on Form 8-K filed July 2, 2019
BERRY GLOBAL GROUP, INC.
(Exact name of registrant as specified in charter)
Delaware
| 1-35672
| 20-5234618
|
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
101 Oakley Street
Evansville, Indiana 47710
(Address of principal executive offices / Zip Code)
(812) 424-2904
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
| Written communications pursuant to Rule 425 under the Securities Act. |
☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value per share
| BERY
| New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note:
On July 2, 2019, Berry Global Group, Inc. (the “Company”) filed a current report on Form 8-K to report that it had completed the acquisition of all of the outstanding equity of RPC Group Plc (“RPC”). In such Form 8-K, the Company stated that it would file the financial statements of RPC and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, respectively, by amendment as permitted by such Items. The Company is filing this Amendment No. 1 to provide such financial statements and pro forma financial information.
Item 9.01 Financial Statements and Exhibits
| a) | Financial statements of businesses acquired. |
The financial statements of RPC required by Item 9.01(a) of Form 8-K are incorporated herein by reference to Exhibit 99.2 and Exhibit 99.3 of this Form 8-K/A.
| b) | Pro forma financial information. |
The unaudited pro forma financial information required by Item 9.01(b) of Form 8-K are incorporated herein by reference to Exhibit 99.4 of this Form 8-K/A.
| Exhibit | |
| Number | Description |
| |
| |
| Supplemental Indenture, among Berry Global Group, Inc., Berry Global, Inc., Berry Global Escrow Corporation, each of the parties identified as a Subsidiary Guarantor thereon, and U.S. Bank National Association, as Trustee, relating to the 4.875% First Priority Senior Secured Notes due 2026, dated July 1, 2019 |
| Supplemental Indenture, among Berry Global Group, Inc., Berry Global, Inc., Berry Global Escrow Corporation, each of the parties identified as a Subsidiary Guarantor thereon, and U.S. Bank National Association, as Trustee, relating to the 5.625% Second Priority Senior Secured Notes due 2027, dated July 1, 2019 |
| Incremental Assumption Agreement and Amendment, among Berry Global Group, Inc., Berry Global, Inc. and certain subsidiaries of Berry Global, Inc., as Loan Parties, Credit Suisse AG, Cayman Islands Brand, as Administrative Agent, Goldman Sachs Bank USA, as Initial Term U Lender, and Goldman Sachs Bank USA, as Initial Term V Lender, dated as of July 1, 2019. |
| 23.1* | Consent of PricewaterhouseCoopers LLP, independent auditors of RPC Group Plc |
| 99.1* | Audited Consolidated Financial Statements of RPC Group Plc as of and for the fiscal years ended March 31, 2019, March 31, 2018 and March 31, 2017 |
| 99.2* | Unaudited Consolidated Financial Statements of RPC Group Plc as of and for the six months ended September 30, 2018 and September 30, 2017 |
| 99.3* | Unaudited Pro Forma Consolidated Financial Information |
| *Filed with this Amendment No.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | BERRY GLOBAL GROUP, INC. (Registrant)
| |
| | | | |
Date: September 13, 2019
| By: | /s/ Jason K. Greene
| |
| | | Jason K. Greene
| |
| | | Executive Vice President and Chief Legal Officer
| |
| | | | |
