BWAY Holding Company Announces the Closing of Its Acquisition By Madison Dearborn Partners

Jun 16, 2010, 11:49 ET from BWAY Holding Company

ATLANTA, June 16 /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 Delaware corporation and wholly-owned indirect subsidiary of Picasso Parent Company, Inc., a Delaware 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 Delaware 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 $205,000,000 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 "Securities Act") 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 $75,000,000 five-year senior secured revolving credit facility with subfacilities for letters of credit and Canadian borrowings; and (ii) a $490,000,000 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 Delaware 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.

Madison Dearborn Partners, LLC was represented by Kirkland & Ellis LLP in connection with the Merger, the Tender Offer, the offering of the Senior Notes and the Senior Secured Credit Facilities.  Bank of America Merrill Lynch, Barclays Capital Inc, and Deutsche Bank Securities Inc. acted as financial advisors to Parent.

The initial purchasers with respect to the offering of the Senior Notes were represented by Cahill Gordon & Reindel LLP.  Cahill Gordon & Reindel LLP also represented BofA Merrill Lynch as dealer manager in connection with the Tender Offer.

The joint lead arrangers with respect to the Senior Secured Credit Facilities were represented by White & Case LLP.

About BWAY Holding Company

BWAY Holding Company is a leading North American supplier of general line rigid containers. The Company operates 20 plants (excluding announced plant closures) throughout the United States and Canada serving industry leading customers on a national basis.

About Madison Dearborn Partners LLC

Madison Dearborn Partners, LLC, based in Chicago, is one of the most experienced and successful private equity investment firms in the United States.  MDP has raised over $18 billion of capital since its formation in 1992 and has invested in more than 100 companies.  MDP invests in businesses across a broad spectrum of industries, including basic industries, communications, consumer, energy and power, financial services, and health care.  For more information, please visit the MDP website at www.mdcp.com.

Forward-Looking Statements

Some of the statements contained in this news release (including information included or incorporated by reference herein) may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to the Company's expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Company's control and could cause actual results to differ materially from those described in such statements.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors could adversely affect the Company's future financial performance and cause actual results to differ materially from the Company's expectations, including those contained in the Company's Annual Report on Form 10-K and in the filings of the Company made from time to time with the Securities and Exchange Commission under the heading "Risk Factors."  The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE BWAY Holding Company