| Delaware | | | 3089 | | | 35-1814673 | |
| (State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) | |
| Jason K. Greene Executive Vice President, Chief Legal Officer and Secretary Berry Global Group, Inc. 101 Oakley Street Evansville, Indiana 47710 (812) 424-2904 | | | Eliot W. Robinson Tyler F. Mark Bryan Cave Leighton Paisner LLP One Atlantic Center, Fourteenth Floor 1201 West Peachtree Street, NW Atlanta, Georgia 30309-3488 (404) 572-6600 | |
| Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ Emerging growth company ☐ | |
Exact name of registrant as specified in its charter | | | State or other jurisdiction of formation | | | Primary Standard Industrial Classification Code No. | | | I.R.S. Employer Identification No. | |
AeroCon, LLC | | | Delaware | | | 3089 | | | 35-1948748 | |
AVINTIV Acquisition, LLC | | | Delaware | | | 3089 | | | 27-4133195 | |
AVINTIV Inc. | | | Delaware | | | 3089 | | | 27-4132779 | |
AVINTIV Specialty Materials, LLC | | | Delaware | | | 3089 | | | 57-1003983 | |
Berry Film Products Acquisition Company, Inc. | | | Delaware | | | 3089 | | | 27-2981027 | |
Berry Film Products Company, Inc. | | | Delaware | | | 3089 | | | 11-2808683 | |
Berry Global Films, LLC | | | Delaware | | | 3089 | | | 35-2184293 | |
Berry Plastics IK, LLC | | | Delaware | | | 3089 | | | 42-1382173 | |
Berry Plastics Acquisition Corporation V | | | Delaware | | | 3089 | | | 36-4509933 | |
Berry Plastics Acquisition LLC X | | | Delaware | | | 3089 | | | 35-2184301 | |
Berry Plastics Design, LLC | | | Delaware | | | 3089 | | | 62-1689708 | |
Berry Plastics Filmco, Inc. | | | Delaware | | | 3081 | | | 34-1848686 | |
Berry Plastics Opco, Inc. | | | Delaware | | | 3089 | | | 30-0120989 | |
Berry Plastics SP, Inc | | | Delaware | | | 3089 | | | 52-1444795 | |
Berry Plastics Technical Services, Inc. | | | Delaware | | | 3089 | | | 57-1029638 | |
Berry Specialty Tapes, LLC | | | Delaware | | | 2673 | | | 35-2184302 | |
BPRex Closure Systems, LLC | | | Delaware | | | 3089 | | | 27-4588544 | |
BPRex Closures Kentucky Inc. | | | Delaware | | | 3089 | | | 56-2209554 | |
BPRex Closures, LLC | | | Delaware | | | 3089 | | | 27-4579074 | |
BPRex Delta Inc | | | Delaware | | | 3089 | | | 71-0725503 | |
BPRex Healthcare Brookville Inc. | | | Delaware | | | 3089 | | | 22-2784127 | |
BPRex Healthcare Packaging Inc. | | | Delaware | | | 3089 | | | 20-1555450 | |
BPRex Plastic Packaging Inc. | | | Delaware | | | 3089 | | | 34-1559354 | |
BPRex Product Design and Engineering Inc. | | | Minnesota | | | 3089 | | | 41-0751022 | |
BPRex Specialty Products Puerto Rico Inc. | | | New Jersey | | | 3089 | | | 66-0414062 | |
Caplas LLC | | | Delaware | | | 3089 | | | 20-3888603 | |
Caplas Neptune, LLC | | | Delaware | | | 3089 | | | 20-5557864 | |
Captive Plastics, LLC | | | Delaware | | | 3089 | | | 22-1890735 | |
Cardinal Packaging, Inc. | | | Delaware | | | 3089 | | | 34-1396561 | |
Chicopee, LLC | | | Delaware | | | 3089 | | | 57-1013629 | |
Chocksett Road Limited Partnership | | | Massachusetts | | | 3081 | | | 30-0556078 | |
Chocksett Road Realty Trust | | | Massachusetts | | | 3081 | | | 04-6646061 | |
Covalence Specialty Adhesives LLC | | | Delaware | | | 2672 | | | 20-4104683 | |
CPI Holding Corporation | | | Delaware | | | 3089 | | | 34-1820303 | |
Dominion Textile (USA), L.L.C. | | | Delaware | | | 3089 | | | 13-2865428 | |
Dumpling Rock, LLC | | | Massachusetts | | | 3081 | | | 27-2763918 | |
Estero Porch, LLC | | | Delaware | | | 3081 | | | 27-4109579 | |
Fabrene, L.L.C. | | | Delaware | | | 3089 | | | 51-0319685 | |
Fiberweb, LLC | | | Delaware | | | 3089 | | | 57-0833773 | |
Global Closure Systems America 1, Inc. | | | Delaware | | | 3089 | | | 02-0759661 | |
Grafco Industries Limited Partnership | | | Maryland | | | 3089 | | | 52-1729327 | |
Kerr Group, LLC | | | Delaware | | | 3089 | | | 95-0898810 | |
Exact name of registrant as specified in its charter | | | State or other jurisdiction of formation | | | Primary Standard Industrial Classification Code No. | | | I.R.S. Employer Identification No. | |
Knight Plastics, LLC | | | Delaware | | | 3089 | | | 35-2056610 | |
Laddawn, Inc . | | | Massachusetts | | | 3081 | | | 04-2590187 | |
Lamb’s Grove, LLC | | | Delaware | | | 3081 | | | 20-1648837 | |
Letica Corporation | | | Michigan | | | 3089 | | | 38-1871243 | |
Letica Resources, Inc. | | | Michigan | | | 3089 | | | 38-2308379 | |
M&H Plastics, Inc. | | | Virginia | | | 3089 | | | 06-1711463 | |
Millham, LLC | | | Delaware | | | 3081 | | | 51-0437775 | |
Old Hickory Steamworks, LLC | | | Delaware | | | 3089 | | | 27-1393212 | |
Packerware, LLC | | | Delaware | | | 3089 | | | 48-0759852 | |
PGI Europe, LLC | | | Delaware | | | 3089 | | | 56-2154891 | |
PGI Polymer, LLC | | | Delaware | | | 3089 | | | 57-0962088 | |
Pliant International, LLC | | | Delaware | | | 2673 | | | 87-0473075 | |
Pliant, LLC | | | Delaware | | | 2673 | | | 43-2107725 | |
Poly-Seal, LLC | | | Delaware | | | 3089 | | | 52-0892112 | |
Providencia USA, Inc. | | | North Carolina | | | 3089 | | | 26-3133752 | |
Rollpak Corporation | | | Delaware | | | 3089 | | | 35-1582626 | |
RPC Bramlage, Inc. | | | Pennsylvania | | | 3089 | | | 23-2879309 | |
RPC Leopard Holdings, Inc. | | | Delaware | | | 3089 | | | 35-2646493 | |
RPC Packaging Holdings (US), Inc. | | | Delaware | | | 3089 | | | 51-0408655 | |
RPC Superfos US, Inc. | | | Delaware | | | 3089 | | | 45-4818978 | |
RPC Zeller Plastik Libertyville, Inc. | | | Delaware | | | 3089 | | | 20-3452025 | |
Saffron Acquisition, LLC | | | Delaware | | | 3089 | | | 94-3293114 | |
Setco, LLC | | | Delaware | | | 3089 | | | 56-2374074 | |
Sugden, LLC | | | Delaware | | | 3081 | | | 26-2577829 | |
Sun Coast Industries, LLC | | | Delaware | | | 3089 | | | 59-1952968 | |
Uniplast Holdings, LLC | | | Delaware | | | 2673 | | | 13-3999589 | |
Uniplast U.S., Inc. | | | Delaware | | | 2673 | | | 04-3199066 | |
Venture Packaging Midwest, Inc. | | | Delaware | | | 3089 | | | 34-1809003 | |
Venture Packaging, Inc. | | | Delaware | | | 3089 | | | 51-0368479 | |
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| By Registered or Certified Mail: | | | U.S. Bank Trust Company, National Association Corporate Actions 111 Fillmore Avenue St. Paul, MN 55107-1402 | |
| By Overnight Courier or Regular Mail: | | | U.S. Bank Trust Company, National Association Corporate Actions 111 Fillmore Avenue St. Paul, MN 55107-1402 | |
| By Hand Delivery: | | | U.S. Bank Trust Company, National Association Corporate Actions 111 Fillmore Avenue St. Paul, MN 55107-1402 | |
Exhibit No | | | Description of Exhibit | |
2.1 | | | | |
2.2 | | | Co-Operation Agreement, dated as of March 8, 2019, by and among Berry Global Group, Inc., Berry Global International Holdings Limited and RPC Group Plc (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on March 14, 2019). | |
3.1 | | | Amended and Restated Certificate of Incorporation of Berry Global Group, Inc., as amended through February 24, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on November 17, 2023). | |
3.2 | | | Amended and Restated Bylaws of Berry Global Group, Inc., as amended and restated effective as of February 24, 2021 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 25, 2021). | |
3.3** | | | | |
3.4** | | | | |
3.5** | | | | |
3.6** | | | | |
3.7** | | | | |
3.8** | | | | |
3.9** | | | | |
3.10** | | | | |
3.11** | | | | |
3.12** | | | | |
3.13** | | | | |
3.14** | | | | |
3.15** | | | | |
3.16** | | | | |
3.17** | | | | |
3.18** | | | | |
3.19** | | | | |
3.20** | | | | |
3.21** | | | | |
3.22** | | | | |
3.23** | | | | |
3.24** | | | | |
3.25** | | | | |
3.26** | | | | |
3.27** | | | |
Exhibit No | | | Description of Exhibit | |
10.25† | | |
Exhibit No | | | Description of Exhibit | |
10.41 | | |
| ||||
10.42 | | | Form of Notice of Dividend Equivalent Rights Award under the Berry Global Group, Inc. 2022 Dividend Equivalent Rights Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on February 2, 2023) | |
21.1** | | | | |
22.1** | | | | |
23.1* | | | | |
23.2** | | | | |
24.1** | | | | |
25.1** | | | | |
99.1** | | | | |
99.2** | | | | |
99.3** | | | | |
99.4** | | | | |
107** | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer (Principal Financial Officer) | | | | |
| James M. Till | | | Executive Vice President and Controller (Principal Accounting Officer) | | | | |
| B. Evan Bayh | | | Director | | | | |
| Jonathan F. Foster | | | Director | | | | |
| Meridith R. Harper | | | Director | | | | |
| Idalene F. Kesner | | | Director | | | | |
| Jill A. Rahman | | | Director | | | | |
| * Carl J. Rickertsen | | | Director | | | January 22, 2024 | |
| * Chaney M. Sheffield, Jr. | | | Director | | | January 22, 2024 | |
| * Robert A. Steele | | | Director | | | January 22, 2024 | |
| Signature | | | Title | | | Date | |
| ||||||||
Stephen E. Sterrett | | | Chairman of the Board and Director | | | | ||
| Peter T. Thomas | | | Director | | | | |
| Scott B. Ullem | | | Director | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer, Director (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer, Director (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary, Director | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer, Director (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer, Director (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary, Director | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer, Director (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer, Director (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, Director | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer, Director (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer, Director (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, Director | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the registrant’s sole member and/or manager | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the registrant’s sole member and/or manager | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the registrant’s manager | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the manager of Captive Plastics, LLC, the registrant’s sole member | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the registrant’s manager | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Plastics SP, Inc., the registrant’s sole member | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the registrant’s manager | | | | |
| Mark W. Miles | | | Chief Financial Officer of Chicopee, LLC, the registrant’s sole member | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the registrant’s manager | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., manager of Kerr Group, LLC, the registrant’s sole member | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the registrant’s manager | | | | |
| Mark W. Miles | | | Chief Financial Officer of Fiberweb, LLC, the registrant’s sole member | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the registrant’s manager | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., manager of Saffron Acquisition, LLC, the registrant’s sole member | | | |
| Signature | | | Title | | | Date | |
| Kevin Kwilinski | | | Chief Executive Officer (Principal Executive Officer) | | | | |
| Mark W. Miles | | | Chief Financial Officer, Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ Jason K. Greene Jason K. Greene | | | Executive Vice President, General Counsel and Secretary | | | | |
| Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the registrant’s manager | | | | |
| Mark W. Miles | | | Chief Financial Officer of Pliant, LLC, the registrant’s sole member | | | |
| Signature | | | Title | | | Date | |
| /s/ Mark W. Miles Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the manager of Captive Plastics LLC, the sole member of Caplas Neptune, LLC, the registrant’s general partner | | | |
| Signature | | | Title | | | Date | |
| /s/ Mark W. Miles Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the registrant’s general partner | | | |
| Signature | | | Title | | | Date | |
| /s/ Mark W. Miles Mark W. Miles | | | Chief Financial Officer of Berry Global, Inc., the general partner of Chocksett Road Realty Trust, registrant’s sole beneficiary | | | |