Berry Plastics Corporation Announces Tender Offers

EVANSVILLE, Ind., Nov. 8, 2010 /PRNewswire/ — Berry Plastics Corporation

(“Berry”), an Apollo Management, L.P. and Graham Partners portfolio company,
announced today the launch on November 4, 2010 of cash tender offers and consent
solicitations with respect to any and all of its outstanding 8 7/8% Second
Priority Senior Secured Fixed Rate Notes due 2014 issued under an indenture
dated as of September 20, 2006 (the “2006 Notes”) and any and all of its
outstanding 8 7/8% Second Priority Senior Secured Notes due 2014 issued under an
indenture dated as of November 12, 2009 (the “2009 Notes”, and, together with
the 2006 Notes, the “Notes”).

The Notes and other information relative to the tender offers and consent
solicitations are set forth in the table below.

CUSIP Outstanding Security Consent Date
—– Principal ——– ————
Amount(1)
———
8 7/8% Second 5:00 p.m., New York
085791AD3 $525,000,000 Priority City
Senior Secured time, November 18,
Fixed 2010
Rate Notes due
2014

8 7/8% Second 5:00 p.m., New York
085790AR4 $250,000,000 Priority City
Senior Secured time, November 18,
Notes 2010
due 2014

Tender Offer Consent Total
Consideration(2) Payment(3) Consideration(3)
—————- ———- —————-
$1,017.50 $30.00 $1,047.50
$1,017.50 $30.00 $1,047.50

(1) As of November 4, 2010.
(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 (as defined below).

In connection with the tender offers, Berry is soliciting the consents of the
holders of the Notes to proposed amendments to each indenture governing each
series of Notes (the “Proposed Amendments”). The principal purpose of the
consent solicitations 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 indentures governing
the Notes. In order for the Proposed Amendments to be effective with respect to
an applicable series of Notes, holders of at least a majority of the outstanding
aggregate principal amount of such series of 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.

Each holder who validly tenders its Notes and delivers consents to the Proposed
Amendments prior to 5:00 p.m., New York City time, on November 18, 2010, unless
such time is extended by Berry (the “Consent Date”), will receive, if such Notes
are accepted for purchase pursuant to the tender offers, the total consideration
of $1,047.50, which includes $1,017.50 as the tender offer consideration and
$30.00 as a consent payment. In addition, accrued interest up to, but not
including, the applicable payment date of the Notes will be paid in cash on all
validly tendered and accepted Notes.

The tender offers are scheduled to expire at 12:00 midnight, New York City time,
on December 3, 2010, unless extended (the “Expiration Date”). Tendered Notes may
be withdrawn and consents may be revoked at any time prior to the Consent Date
but not thereafter. Holders who validly tender their Notes and deliver their
consents after the Consent Date will receive only the tender offer consideration
and will not be entitled to receive a consent payment if such Notes are accepted
for purchase pursuant to the tender offers.

Berry reserves the right, at any time or times following the Consent Date but
prior to the Expiration Date, to accept for purchase all the 2006 Notes (such
time, the “2006 Notes Early Acceptance Time”) and/or the 2009 Notes (such time,
the “2009 Notes Early Acceptance Time” and together with the 2006 Notes Early
Acceptance Time, the “Applicable Early Acceptance Time”), validly tendered prior
to the Applicable Early Acceptance Time. If Berry elects to exercise this
option, it will pay the total consideration for the 2006 Notes and/or the 2009
Notes accepted for purchase at the Applicable Early Acceptance Time on such date
or dates (each such date, the “Applicable Early Payment Date”) promptly
following the Applicable Early Acceptance Time. Also on the Applicable Early
Payment Date, Berry will pay accrued and unpaid interest up to, but not
including, the Applicable Early Payment Date on the Notes accepted for purchase
at the Applicable Early Acceptance Time. Berry currently expects that the
Applicable Early Payment Date will be November 19, 2010.

Subject to the terms and conditions of the tender offers and the consent
solicitations, Berry will, at such time or times after the Expiration Date,
accept for purchase all the 2006 Notes (such time, the “2006 Notes Final
Acceptance Time”) and/or the 2009 Notes (such time, the “2009 Notes Final
Acceptance Time”, and together with the 2006 Notes Final Acceptance Time, the
“Applicable Final Acceptance Time”), validly tendered prior to the Expiration
Date (or if Berry has exercised its early purchase option described above, all
the 2006 Notes and/or the 2009 Notes, as applicable, validly tendered after the
Applicable Early Acceptance Time and prior to the Expiration Date). Berry will
pay the total consideration or tender offer consideration, as the case may be,
for the 2006 Notes and/or the 2009 Notes accepted for purchase at the Applicable
Final Acceptance Time on such date or dates (each such date, the “Applicable
Final Payment Date”) promptly following the Applicable Final Acceptance Time.
Also on the Applicable Final Payment Date, Berry will pay accrued and unpaid
interest up to, but not including, the Applicable Final Payment Date on the
Notes accepted for purchase at the Applicable Final Acceptance Time. Berry
currently expects that the Applicable Final Payment Date will be December 6,
2010.

The consummation of the tender offers and the consent solicitations is
conditioned upon, among other things, (i) the issuance of an aggregate principal
amount of new second priority senior secured notes acceptable to Berry in its
sole discretion, with terms (including economic terms) acceptable to Berry in
its sole discretion, to permit the closing of the tender offers, consent
solicitations, the redemption of the Notes, if required, and related
transactions, and the availability of proceeds from the issuance of the new
notes necessary to pay the applicable total consideration and interest to the
Applicable Early Payment Date or the Applicable Final Payment Date, as the case
may be, for validly tendered notes and/or redeem Notes, if required (including
any applicable premiums and fees and expenses) and (ii) the receipt of the
consents of holders of at least a majority of the outstanding aggregate
principal amount of each of the 2006 Notes and the 2009 Notes to the applicable
Proposed Amendments, and the execution of the applicable supplemental indenture
giving effect to the Proposed Amendments.

If any of the conditions are not satisfied, Berry may terminate the tender
offers and return tendered Notes. Berry has the right to waive any of the
foregoing conditions with respect to the Notes of any or all series and to
consummate any or all of the tender offers and the consent solicitations. In
addition, Berry has the right, in its sole discretion, to terminate the tender
offers and/or the consent solicitations at any time, subject to applicable law.

This announcement shall not constitute an offer to purchase or a solicitation of
an offer to sell any securities. The complete terms and conditions of the tender
offers and consent solicitations are set forth in an Offer to Purchase and
Consent Solicitation Statement dated November 4, 2010 and the related Consent
and Letter of Transmittal (the “Offer Documents”) that are being sent to holders
of the Notes. The tender offers and consent solicitations are being made only
through, and subject to the terms and conditions set forth in, the Offer
Documents and related materials.

Credit Suisse Securities (USA) LLC will act as Dealer Manager and Solicitation
Agent for the tender offers and consent solicitations. Questions regarding the
tender offers or consent solicitations may be directed to Credit Suisse
Securities (USA) LLC at (800) 820-1653 (toll-free) or at (212) 538-2147
(collect).

Global Bondholder Services Corporation will act as the Information Agent for the
tender offers and consent solicitations. Requests for the Offer Documents may be
directed to Global Bondholder Services Corporation at 212-430-3774 (for brokers
and banks) or (866) 795-2200 (for all others).

Neither Berry’s board of directors nor any other person makes any recommendation
as to whether holders of Notes should tender their Notes or provide the related
consents, and no one has been authorized to make such a recommendation. Holders
of Notes must make their own decisions as to whether to tender their Notes and
provide the related consents, and if they decide to do so, the principal amount
of the Notes to tender. Holders of the Notes should read carefully the Offer
Documents and related materials before any decision is made with respect to the
tender offers and consent solicitations.

About Berry Plastics

Berry Plastics is a leading manufacturer and marketer of plastic packaging
products. Berry Plastics is a major producer of a wide range of products,
including open top and closed top packaging, polyethylene and PVC based plastic
films, industrial tapes, medical specialties, packaging, heat-shrinkable
coatings, specialty laminates, and FIBCs. The company’s 13,000 plus customers
range from large multinational corporations to small local businesses. Based in
Evansville, Indiana, the company over 75 manufacturing facilities worldwide and
over 16,000 employees.

Certain statements and information included in this release may constitute
“forward looking statements” within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance, or achievements of Berry Plastics to be
materially different from any future results, performance, or achievements
expressed or implied in such forward looking statements. Additional discussion
of factors that could cause actual results to differ materially from
management’s projections, forecasts, estimates and expectations is contained in
the companies’ SEC filings. The company does not undertake any obligation to
update any forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise.

SOURCE Berry Plastics