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BERRY PLASTICS GROUP INC FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

June 5, 2014



Item 8.01 Other Events.

On June 5, 2014Berry Plastics Group, Inc. (the "Company") completed a secondary offering (the "Offering") of 10,000,000 shares of common stock (the "Shares") by investment funds affiliated with or managed by Apollo Global Management, LLC. The Company did not receive any of the proceeds from the Offering. The Offering was made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-194030), filed with the Securities and Exchange Commission on February 19, 2014, as amended on May 5, 2014, and related prospectus supplement dated June 2, 2014.

In connection with the Offering, the Company entered into an Underwriting Agreement, dated June 2, 2014 (the "Underwriting Agreement"), by and among the Company, Apollo Investment Fund V, L.P., Apollo Investment Fund VI, L.P., Covalence Co-Investment Holdings LLC, Apollo V Covalence Holdings, L.P., AP Berry Holdings L.P., BPC Co-Investment Holdings LLC, and Goldman, Sachs & Co. as underwriter. The Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated herein by reference. In connection with the Offering, also filed herewith as Exhibit 5.1 is the opinion of counsel with respect to the validity of the Shares being sold in the Offering.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description 1.1 Underwriting Agreement, dated June 2, 2014, among Berry Plastics Group, Inc., Apollo Investment Fund V, L.P., Apollo Investment Fund VI, L.P., Covalence Co-Investment Holdings LLC, Apollo V Covalence Holdings, L.P., AP Berry Holdings L.P., BPC Co-Investment Holdings LLC, and Goldman, Sachs & Co. 5.1 Opinion of Wachtell, Lipton, Rosen & Katz 23.1 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1)



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Source: Edgar Glimpses


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