As filed with the Securities and Exchange Commission on September 26, 2016

Registration No. 333-[_______]​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

BERRY PLASTICS GROUP, INC.

(Exact name of registrant as specified in its charter)

101 Oakley Street
Evansville, Indiana 47710
(812) 424-2904
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jason K. Greene
Chief Legal Officer
Berry Plastics Group, Inc.
101 Oakley Street
Evansville, Indiana 47710
(812) 306-2764
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of  “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

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Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

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(1)

Represents the estimated maximum number of common stock, $0.01 par value per share, of the registrant (“Berry common stock”), issuable to holders of common stock, $0.01 par value per share, of AEP Industries Inc. (“AEP common stock”), pursuant to the merger agreement described herein, calculated as the product of (a) the sum of  (i) 5,113,801 shares of AEP common stock outstanding as of September 20, 2016 (including shares of AEP common stock underlying AEP restricted stock awards), (ii) 48,800 shares of AEP common stock underlying options to purchase AEP common stock outstanding as of September 20, 2016, (iii) 191,183 shares of AEP common stock underlying AEP performance units outstanding as of September 20, 2016, and (iv) 169,848 shares of AEP common stock reserved under AEP’s 2013 Omnibus Incentive Plan; multiplied by (b) 2.5011, the exchange ratio under the merger agreement, multiplied by (c) 50%, the percentage of stock consideration under the merger agreement. The foregoing assumes no adjustment to the exchange ratio which may occur in certain circumstances, which are described in the merger agreement.

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(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(f), based on $109.89 per share, the average of the high and low prices of a share of AEP common stock on September 20, 2016, a date not more than five days prior to the date of filing of this Registration Statement, multiplied by 5,523,632 shares of AEP common stock that may be received by the Registrant and/or cancelled upon consummation of the mergers less $303,799,760, the estimated aggregate amount of cash expected to be paid by the Registrant in exchange for shares of AEP common stock, which equals $303,164,542.

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(3)

Determined in accordance with Section 6(b) of the Securities Act of 1933 (“Securities Act”) at a rate equal to $100.70 per $1.0 million of the proposed maximum aggregate offering price.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROXY STATEMENT/PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

PRELIMINARY PROXY STATEMENT AND PROSPECTUS
DATED SEPTEMBER 26, 2016, SUBJECT TO COMPLETION

PROXY STATEMENT FOR THE SPECIAL MEETING OF
AEP INDUSTRIES INC. STOCKHOLDERS
and
PROSPECTUS OF
BERRY PLASTICS GROUP, INC.

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of AEP Industries Inc.,

On August 24, 2016, AEP Industries Inc. (“AEP”) entered into an Agreement and Plan of Merger (the “merger agreement”) with Berry Plastics Group, Inc. (“Berry”) and related entities providing for the acquisition of AEP by Berry. Under the terms of the merger agreement, Berry Plastics Acquisition Corporation XVI (“Merger Sub”), an indirect, wholly owned subsidiary of Berry, will merge with and into AEP (the “First-Step Merger”), with AEP surviving the First-Step Merger, and, thereafter, AEP will merge with and into Berry Plastics Acquisition Corporation XV, LLC (“Merger Sub LLC”), an indirect, wholly owned subsidiary of Berry (the “Second-Step Merger” and, together with the First-Step Merger, the “mergers”), with Merger Sub LLC surviving as an indirect, wholly owned subsidiary of Berry.

In connection with the transactions contemplated by the merger agreement, AEP will hold a special meeting of stockholders to vote on a proposal to adopt the merger agreement and approve related matters as described in the accompanying proxy statement/prospectus. Under the laws of the State of Delaware, the approval of AEP’s stockholders must be obtained before the mergers can be completed. Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of AEP common stock. The special meeting will be held on [__], 2016 at [___________________________________]. The AEP board of directors has unanimously determined that the merger agreement and the transactions contemplated thereby, upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the relevant provisions of the Delaware General Corporation Law and Delaware Limited Liability Company Act are advisable, fair to and in the best interests of AEP and the AEP stockholders, and the AEP board of directors unanimously recommends that AEP stockholders vote “FOR” the adoption of the merger agreement, “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to the named executive officers of AEP in connection with the consummation of the mergers and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. In connection with the merger agreement, certain stockholders have entered into voting agreements with Berry pursuant to which such stockholders, who collectively own approximately 21.5% of the outstanding common stock of AEP, have agreed to vote their shares in favor of the mergers. Accordingly, an affirmative vote of approximately an additional 28.5% of the outstanding common stock of AEP is required in order to approve the mergers. In considering the recommendation of the AEP board of directors, you should be aware that certain directors and executive officers of AEP will have interests in the mergers that may be different from, or in addition to, the interests of AEP stockholders generally. See “Proposal 1 — The Mergers — Interests of Certain Directors and Executive Officers of AEP in the Mergers.”

If the mergers are completed, each stockholder of AEP will be entitled to receive, at the holder’s election, $110.00 in cash (the “cash consideration”) or 2.5011 shares (the “exchange ratio”) of Berry common stock (the “stock consideration” and, together with the cash consideration, the “merger consideration”) in exchange for each share of AEP common stock, subject to the terms and conditions set forth in the merger agreement. At least thirty (30) business days before the anticipated closing of the mergers, Berry will send a form of election to each AEP stockholder, which will provide AEP stockholders the ability to exercise their election right for each share of AEP common stock they hold. The deadline for submitting the form of election will be the date that is as near as practicable to two business days prior to the anticipated closing of the mergers. The merger consideration will be prorated as necessary to ensure that fifty percent (50%) of the total outstanding shares of AEP entitled to receive merger consideration will be exchanged for the cash consideration and fifty percent (50%) of such shares will be exchanged for the stock consideration. In addition, in the event of a parent material adverse effect (as defined in

the merger agreement) or if the written tax opinion required to be delivered to AEP in connection with the mergers cannot be delivered, Berry may elect, in its sole discretion, to pay one hundred percent (100%) of the merger consideration in cash, subject to certain conditions (the “Alternative Funding Election”).

Based on the $[______] closing price of Berry’s common stock on the New York Stock Exchange (the “NYSE”) on [____________], 2016, the blended value of the merger consideration represented an implied value of approximately $[________] for each share of AEP common stock, which represents (i) a [______]% premium over the closing price of AEP common stock on August 24, 2016, the last day of trading prior to the announcement of the merger agreement (ii) a [______]% premium over the 30-day volume-weighted average closing price of AEP common stock for the period through August 24, 2016 and (iii) a [______]% premium over the 52-week volume-weighted average closing price of AEP common stock for the period through August 24, 2016. Because a fixed number of shares of Berry common stock is to be received by AEP stockholders as stock consideration, the implied value of the merger consideration will fluctuate with the market price of Berry common stock and will not be known at the time AEP stockholders vote on the mergers or at the time AEP stockholder elect their form of merger consideration. You should obtain current stock price quotations for AEP common stock and Berry common stock before deciding how to vote with respect to the adoption of the merger agreement and before you elect your preferred form of merger consideration.

The AEP common stock is traded on the Nasdaq Global Select Market under the symbol “AEPI” and the Berry common stock is traded on the NYSE under the symbol “BERY.” Based on assumptions made by Berry in preparing its pro forma condensed consolidated financial information included in the accompanying proxy statement/prospectus, upon consummation of the mergers, Berry’s stockholders will hold approximately 95% and AEP stockholders will hold approximately 5% of the outstanding common stock of Berry on a fully diluted basis.

The obligations of AEP and Berry to complete the mergers are subject to the satisfaction or waiver of a number of conditions set forth in the merger agreement (a copy of which is included as Annex A), including the adoption of the merger agreement by the AEP stockholders. This document is a proxy statement that the AEP board of directors is using to solicit proxies for use at a special meeting of stockholders to be held on [__], 2016, and also provides detailed information regarding the special meeting of AEP, the mergers, the documents and agreements related to the mergers and other related matters, including the actions and determinations of the AEP board of directors in connection with its evaluation of the merger agreement and the mergers. This document is also a prospectus relating to Berry’s issuance of up to [         ] shares of Berry common stock in connection with completion of the mergers.

Your vote is very important, regardless of the number of shares of AEP common stock you own. To ensure your representation at the special meeting, please take time to vote by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the special meeting. A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the mergers.

We encourage you to read this entire proxy statement/prospectus, including the risk factors relating to the mergers, in the section entitled “Risk Factors” beginning on page [   ]. You also can obtain information about AEP and Berry from the documents that each has filed with the Securities and Exchange Commission.

Sincerely,

/s/ J. Brendan Barba

J. Brendan Barba
Chairman of the Board of Directors and
Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the mergers described in the accompanying proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [__], 2016, and it
is first being mailed to AEP stockholders of record on or about [__], 2016.

AEP INDUSTRIES INC.
   
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [__], 2016

To the Stockholders of AEP Industries Inc.:

We will hold a special meeting of the stockholders of AEP Industries Inc. (“AEP”) on [___], 2016, at [____] a.m., Eastern Time, at the [________], to consider and vote upon the following items of business:

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A proposal to adopt the merger agreement, which will result in AEP merging with and into a wholly owned subsidiary of Berry Plastics Group, Inc. (“Berry”).

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•

A proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to the named executive officers of AEP in connection with the consummation of the mergers (the “advisory compensation proposal”).

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•

A proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement (the “adjournment proposal”).

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The accompanying proxy statement/prospectus describes the merger agreement and the proposed mergers in detail and includes, as Annex A, the complete text of the merger agreement. We urge you to read these materials for a description of the merger agreement and the proposed mergers. In particular, you should carefully read the section entitled “Risk Factors” beginning on page [_] of the accompanying proxy statement/prospectus for a discussion of certain risk factors relating to the mergers.

The AEP board of directors unanimously determined that the merger agreement and the transactions contemplated thereby, upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the relevant provisions of the Delaware General Corporation Law (the “DGCL”) and Delaware Limited Liability Company Act (the “DLLCA”), are advisable, fair to and in the best interests of the AEP stockholders and approved the execution and delivery of and performance under the merger agreement. The AEP board of directors unanimously recommends that stockholders vote (1) “FOR” the adoption of the merger agreement, (2) “FOR” the approval of the advisory compensation proposal and (3) “FOR” the approval of the adjournment proposal.

The AEP board of directors fixed the close of business on [__], 2016, as the record date for determining the stockholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. Only holders of our common stock at the close of business on the record date are entitled to receive this notice and to attend and vote at the special meeting. For ten (10) days prior to the special meeting, a complete list of stockholders will be available during regular business hours at our principal executive office, 95 Chestnut Ridge Road, Montvale, New Jersey 07645. A stockholder may examine the list for any legally valid purpose related to the special meeting.

YOUR VOTE IS VERY IMPORTANT. The merger agreement must be adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of AEP common stock entitled to vote. If you do not return your proxy or do not vote in person at the special meeting, the effect will be the same as a vote against the merger agreement. Whether or not you plan to attend the special meeting in person, we urge you to take time to vote by following the instructions contained in the accompanying proxy statement/​prospectus and on your proxy card. You may revoke your proxy at any time before the special meeting by sending a written notice of revocation, submitting a new proxy or by attending the special meeting and voting in person.

By Order of the Board of Directors

/s/ John F. Hughes, Jr.

John F. Hughes, Jr.
Vice President and Secretary
Montvale, New Jersey
[____], 2016

AVAILABLE ADDITIONAL INFORMATION

Both Berry and AEP file annual, quarterly and current reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”). You may read and copy any materials that either Berry or AEP files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 for further information on the Public Reference Room. In addition, Berry and AEP file reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You can also obtain these documents, free of charge, from Berry at http://www.berryplastics.com or from AEP at http://www.aepinc.com. The information contained on, or that may be accessed through, Berry’s and AEP’s websites is not incorporated by reference into, and is not a part of, this proxy statement/prospectus.

Berry has filed a registration statement on Form S-4 of which this proxy statement/prospectus forms a part with respect to the shares of Berry common stock to be issued in the mergers. This proxy statement/​prospectus constitutes the prospectus of Berry filed as part of the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits in the SEC’s reading room at the address set forth above or at the SEC’s website mentioned above. Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement. Additionally, as permitted by the SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement but incorporates certain important business and financial information about Berry and AEP from other documents that are not included in or delivered with this document. These documents are available to you without charge upon your written or oral request. Your requests for these documents should be directed to the following:

Berry Plastics Group, Inc.
101 Oakley Street
Evansville, Indiana 47710
Attn: Dustin Stilwell, Head of Investor Relations
(812) 424-2904

AEP Industries Inc.
95 Chestnut Ridge Road
Montvale, New Jersey 07645
Attn: John F. Hughes, Jr., Vice President and Secretary
(201) 641-6600

In order to ensure timely delivery of these documents, you should make your request by [_______], 2016, to receive them before the special meeting.

You can also obtain documents incorporated by reference in this document through the SEC’s website at www.sec.gov. For a more detailed description of the information incorporated by reference into this proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page [_______].

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Berry (File No. 333-[____]), constitutes a prospectus of Berry under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.01 per share, of Berry (“Berry common stock”), to be issued to AEP stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of AEP under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting of AEP stockholders, at which AEP stockholders will be asked to consider and vote upon the adoption of the merger agreement.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. Berry and AEP have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated [________], 2016, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the date hereof or any earlier date provided herein. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to AEP stockholders nor the issuance by Berry of shares of its common stock pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETING

Q:

Why am I receiving this proxy statement/prospectus?

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A:

AEP Industries Inc., which we refer to as “AEP,” has agreed to be acquired by Berry Plastics Group, Inc., which we refer to as “Berry,” under the terms of the merger agreement that are described in this proxy statement/prospectus. In order for AEP to complete the transactions contemplated by the merger agreement, AEP needs the approval of the merger agreement by AEP stockholders. In addition, AEP is soliciting proxies from its stockholders with respect to a proposal to approve, on a non-binding, advisory basis, the compensation that certain executive officers of AEP may receive in connection with the mergers pursuant to agreements or arrangements with AEP, which we refer to as the “advisory compensation proposal,” as well as a proposal to adjourn the special meeting, if necessary or appropriate to solicit additional proxies in favor of the merger agreement, which we refer to as the “adjournment proposal.” Approval of the advisory compensation proposal and the adjournment proposal are not conditions to the consummation of the mergers.

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This proxy statement/prospectus includes important information about the mergers, the merger agreement (a copy of which is attached as Annex A to this proxy statement/prospectus) and the special meeting. AEP stockholders should read this document carefully and in its entirety. The enclosed voting materials allow stockholders to vote their shares without attending the special meeting in person. Your vote is important. We encourage you to submit your proxy as soon as possible.

Q:

What am I being asked to vote on at the special meeting?

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A:

AEP is holding the special meeting to ask its stockholders to consider and vote upon a proposal to approve the adoption of the merger agreement, which will result in AEP merging with and into a wholly owned subsidiary of Berry. AEP stockholders are also being asked to consider and vote upon (i) the advisory compensation proposal and (ii) the adjournment proposal.

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Q:

What will I receive in the mergers?

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A:

If the mergers are completed, each share of AEP common stock will be converted into the right to receive, at the holder’s election and subject to the proration procedures set forth in the merger agreement and the exceptions discussed below, 2.5011 (the “exchange ratio”) shares of Berry common stock (the “stock consideration) or $110.00 in cash (the “cash consideration” and, together with the stock consideration, the “merger consideration”).

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The total number of shares of AEP common stock (including shares of restricted stock, but excluding shares owned by Berry or its subsidiaries, which will be automatically cancelled (the “cancelled shares”) and shares for which AEP stockholders have properly exercised and perfected a demand for appraisal rights pursuant to the Delaware General Corporation Law (the “DGCL”) (the “dissenting shares”)) that will be converted into cash consideration is fixed at fifty percent (50%) of the total number of shares of AEP common stock outstanding immediately prior to the completion of the mergers (including shares of restricted stock, but excluding cancelled shares and dissenting shares), and the remaining fifty percent (50%) of shares of AEP common stock will be converted into the stock consideration. As a result, to the extent that aggregate number of shares with respect to which a valid cash election (the “cash election”) or a valid stock election (the “stock election”) has been made exceeds these limits, stockholders who elected the form of consideration that has been oversubscribed will receive a mixture of both cash and stock consideration in accordance with the proration procedures set forth in the merger agreement and described in the section entitled “The Merger Agreement — Consideration to be Received by AEP Stockholders in the Merger.”

Berry may elect, in its sole discretion, to pay all of the merger consideration in the form of cash consideration of  $110.00 per share under certain limited circumstances. We refer to this as the “Alternative Funding Election.” If Berry elects the Alternative Funding Election and the mergers are consummated, each share of AEP common stock shall be exchanged for $110.00 in cash.

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See “The Merger Agreement — Consideration to be Received by AEP Stockholders in the Merger” for a more complete discussion of the merger consideration, the election procedures, the proration procedures, and the Alternative Funding Election.

Q:

How do I make an election to receive cash, Berry common stock or a combination of both?

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A:

Prior to consummation of the mergers and at least thirty (30) business days prior to the anticipated election deadline, you will be sent an election form that contains instructions for making your election of the form of merger consideration you wish to receive in the mergers. Each AEP stockholder should complete and return the election form to the exchange agent according to the instructions included with the form prior to the election deadline. Elections returned to AEP or Berry will be invalid. Unless otherwise agreed to in advance by AEP and Berry, the election deadline will be 5:00 p.m. Eastern Time on the date as near as practicable to the date that is two business days prior to the expected closing date of the mergers. AEP and Berry will cooperate to issue a press release announcing the date of the election deadline at least five, but not more than fifteen (15), business days prior to the election deadline. If the closing date of the mergers is delayed to a subsequent date, the election deadline will be similarly delayed to a subsequent date, and Berry and AEP will promptly announce any such delay or rescheduling.

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If you own shares of AEP common stock in “street name” or through a bank, broker or other nominee, you should follow the instructions of the bank, broker or other nominee for making an election with respect to your shares. That deadline may be earlier than the election deadline specified above. See “The Merger Agreement — Consideration to be Received by AEP Stockholders in the Merger.”

If you do not send in the election form by the election deadline, you will be treated as though you did not make an election.

Q:

What happens if I do not make a valid election to receive cash or Berry common stock?

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A:

If an AEP stockholder does not return a properly completed election form by the election deadline, such stockholder’s shares of AEP common stock will be considered “non-election” shares and will be converted into the right to receive the stock consideration or the cash consideration according to the allocation procedures specified in the merger agreement (unless Berry makes the Alternative Funding Election). Generally, in the event one form of consideration (stock consideration or cash consideration) is undersubscribed in the mergers, shares of AEP common stock for which no election has been validly made will be allocated to that form of undersubscribed merger consideration before any shares of AEP common stock electing the oversubscribed form will be switched to the undersubscribed merger consideration pursuant to the proration procedures. Accordingly, while electing one form of merger consideration will not guarantee you will receive that form of merger consideration for all of your shares of AEP common stock, shares for which an election has been timely returned will generally have a priority over non-election shares in the event proration is necessary.

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Q:

What will holders of AEP restricted stock, options and performance units receive in the mergers?

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A:

Restricted Stock Awards:   At the effective time of the mergers, the vesting conditions or restrictions applicable to each outstanding award of restricted stock will lapse. Each holder of a restricted stock award will be entitled to make the same election as other AEP common stockholders with respect to the shares of restricted stock and to receive the same consideration as other AEP common stockholders, subject to certain conditions.

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Options:   At the effective time of the mergers, each outstanding option to purchase shares of AEP common stock, whether or not vested, will be cancelled in exchange for the right to receive the following: (i) a cash payment equal to the excess of  (A) the product of  (x) fifty percent (50%) of the cash consideration and (y) the total number of shares of AEP common stock underlying such option over (B) the aggregate exercise price of such option; and (ii) a number of shares of Berry common stock equal to the product of  (A) fifty percent (50%) of the stock consideration and (B) the total number of shares of AEP common stock underlying such option, subject to certain conditions.

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Performance Units:   At the effective time of the mergers, the vesting conditions or restrictions applicable to each outstanding performance unit of AEP, which represents the right to receive one share of AEP common stock or the cash value of one share of AEP common stock (each, a “performance unit”), will lapse, and each holder of a performance unit will receive payment for such performance unit in accordance with his or her payment election (the “payment election”) or as provided below. For performance units subject to a performance condition as in effect immediately prior to the effective time of the mergers, the number of performance units will be determined based on the level of achievement of such performance condition through the last completed fiscal month prior to the effective time of the mergers in a manner that is consistent with past practice and prorated for the period through the effective time of the mergers. Each holder of a performance unit will be entitled to elect to receive in full settlement of such performance unit either of the following: (i) a cash payment equal to the product of  (A) the closing price of a share of AEP common stock on Nasdaq on the last full trading day prior to the closing date and (B) the total number of shares of AEP common stock subject to such performance unit; or (ii) a combination of  (A) a cash payment equal to the product of  (1) fifty percent (50%) of the cash consideration and (2) the total number of shares of AEP common stock subject to such performance unit and (B) a number of shares of Berry common stock equal to the product of  (1) fifty percent (50%) of the stock consideration and (2) the total number of shares of AEP common stock subject to such performance unit, subject to certain conditions.

See “The Merger Agreement — Treatment of AEP Equity Awards.”

Q:

Will fractional shares be issued?

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A:

No. If the aggregate number of shares of Berry common stock that you are otherwise entitled to receive as part of the merger consideration includes a fraction of a share of Berry common stock, you will receive cash in lieu of that fractional share. See “The Merger Agreement — Election of Form of Consideration; Exchange of Certificates; Receipt of Merger Consideration — Fractional Shares.”

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Q:

What risks should I consider before I vote on the merger agreement?

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A:

You should review “Risk Factors” beginning on page [____], as well as the risk factors that appear in the documents incorporated by reference into this proxy statement/prospectus.

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Q:

Will Berry stockholders receive any shares or cash in the mergers?

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A:

No. Berry stockholders will continue to own the same number of Berry shares they owned before the effective time of the mergers and will not receive merger consideration.

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Q:

When are the mergers expected to be completed?

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A:

We are working to complete the mergers as quickly as possible. In addition to obtaining the approval of AEP stockholders, consummation of the mergers is subject to the receipt of certain regulatory approvals, as described in the section entitled “Proposal 1 — The Mergers — Regulatory Approvals” beginning on page [____], and other standard closing conditions, as discussed further in “The Merger Agreement — Conditions to the Mergers.” We currently expect to complete the mergers promptly after the special meeting; however, it is possible that the mergers could be completed at a later time or not at all.

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Q:

What are the United States federal income tax consequences of the mergers to me?

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A:

Berry and AEP expect the mergers to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for United States federal income tax purposes. If the mergers so qualify, AEP stockholders generally will not recognize gain or loss on the exchange of AEP common stock solely for Berry shares in the mergers and their basis in and holding periods for their AEP common stock will generally carry over to the Berry common stock received in the mergers. AEP stockholders exchanging AEP common stock solely for cash in the merger, including all AEP stockholders in the event that Berry makes the Alternative Funding Election and the mergers are consummated, generally will recognize gain or loss in an amount equal to the

​

3

difference between the amount of cash received and the AEP stockholder’s aggregate tax basis in its AEP common stock surrendered in exchange thereof. AEP stockholders exchanging AEP common stock for a combination of Berry common stock and cash generally will recognize gain (but not loss) or, in certain circumstances, dividend income, in an amount equal to the lesser of  (i) the amount of cash received in the mergers and (ii) the excess, if any, of  (A) the sum of the amount of cash and the fair market value of shares of Berry common stock received in the mergers over (B) the AEP stockholder’s aggregate tax basis in the AEP common stock surrendered in exchange for Berry common stock.

See “United States Federal Income Tax Consequences” beginning on page [____] for a more complete discussion of the United States federal income tax consequences of the mergers. Your tax consequences will depend on your personal situation. You should consult your tax advisor for a full understanding of the tax consequences of the mergers to you.

Q:

What happens if I do not return a proxy or otherwise do not vote?

​

A:

Because the required vote of AEP stockholders on the merger agreement is based upon the number of outstanding shares of AEP common stock entitled to vote rather than upon the number of shares actually voted, a failure to return a proxy, abstentions and broker non-votes will have the same practical effect as a vote “AGAINST” adoption of the merger agreement.

​

The vote on the advisory compensation proposal and the vote on the adjournment proposal each requires the affirmative vote of the majority of shares present in person or represented by proxy at such special meeting and entitled to vote thereon. A failure to return a proxy and broker non-votes will have no effect on these proposals. Broker non-votes occur when a beneficial owner holding shares in “street name” does not instruct the broker, bank or other nominee that is the record owner of such stockholder’s shares on how to vote those shares on a particular proposal. Abstentions will have the same effect as a vote “AGAINST” the proposals.

If you properly complete and sign your proxy but do not indicate how your shares of AEP common stock should be voted on a proposal, the shares of AEP common stock represented by your proxy will be voted as the AEP board of directors recommends and therefore, “FOR” the adoption of the merger agreement, “FOR” approval of the advisory compensation proposal and “FOR” approval of the adjournment proposal.

If you are a participant in the 401(k) Savings Plan, you are not able to vote the shares of AEP common stock allocated to such account in person at the special meeting. Your proxy card will serve to instruct the trustee of the 401(k) Savings Plan on how to vote your shares of AEP common stock. If you are a participant in the 401(k) Savings Plan and do not submit voting instructions to the trustee of the 401(k) Savings Plan, those shares of AEP common stock will not be voted. To allow sufficient time for the trustee to vote your shares of AEP common stock, your proxy card must be received by [____], 2016.

Q:

Why am I being asked to cast a non-binding, advisory vote on the advisory compensation proposal?

​

A:

The SEC requires AEP to seek a non-binding, advisory vote on the advisory compensation proposal.

​

Q:

What will happen if AEP stockholders do not approve the advisory compensation proposal at the special meeting?

​

A:

Approval of the advisory compensation proposal is not a condition to completion of the mergers. The vote with respect to the advisory compensation proposal is an advisory vote and will not be binding on AEP, the AEP board of directors, Berry or other parties to the merger agreement. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the mergers are consummated, AEP’s named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the mergers in accordance with the terms and conditions applicable to such payments.

​

4

Q:

Am I entitled to exercise appraisal rights instead of receiving the per share merger consideration for my shares of AEP common stock?

​

A:

Stockholders are entitled to appraisal rights under Section 262 of the DGCL provided they follow the procedures and satisfy the conditions set forth in Section 262 of the DGCL. For more information regarding appraisal rights, see the section entitled “Appraisal Rights of AEP Stockholders.”

​

In addition, a copy of Section 262 of the DGCL is attached as Annex D to this proxy statement/​prospectus. Failure to strictly comply with Section 262 of the DGCL may result in your waiver of, or inability to exercise, appraisal rights.

Q:

What do I need to do now?

​

A:

After reading this proxy statement/prospectus, you may vote in one of four ways: (i) by mail (by completing and signing the proxy that accompanies this proxy statement/prospectus); (ii) by telephone; (iii) by using the internet; or (iv) in person (by either delivering the completed proxy or by casting a ballot if attending the special meeting). In the event that you choose not to exercise your vote by telephone, internet or in person, you should mail your signed proxy in the accompanying pre-addressed, postage-paid envelope as soon as possible so that your shares can be voted at the special meeting.

​

The telephone and internet voting procedures have been set up for your convenience and have been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been properly recorded. If you would like to vote by telephone or by using the internet, please refer to the specific instructions on the proxy. The deadline for voting by telephone or via the internet is 11:59 p.m. Eastern Time on [_______], 2016.

Q:

If my shares are held in “street name” by my broker, will my broker vote my shares for me?

​

A:

No. Your broker will vote your shares on the merger agreement only if you provide instructions on how to vote. You should contact your broker and ask what directions your broker will need from you. If you do not provide instructions to your broker on how to vote on the merger agreement, your broker will not be able to vote your shares, and this will have the effect of voting “AGAINST” adoption of the merger agreement.

​

Similarly, your broker will vote your shares on the advisory compensation proposal and the adjournment proposal only if you provide instructions on how to vote. If you do not submit voting instructions to your broker, your shares will not be counted in determining the outcome of those proposals.

If you are a participant in the 401(k) Savings Plan and do not submit voting instructions to the trustee of the 401(k) Savings Plan, those shares of AEP common stock will not be voted. To allow sufficient time for the trustee to vote your shares of AEP common stock, your proxy card must be received by [____], 2016.

Q:

Should I send in my stock certificates now?

​

A:

No, please do NOT return your stock certificate(s) with your proxy. Prior to consummation of the mergers, Berry will mail you an election form and instructions regarding the surrender of your stock certificates. You should then, prior to the election deadline, send your AEP stock certificates to the exchange agent, together with your completed and signed election form.

​

Q:

What constitutes a quorum?

​

A:

The holders of at least one-third of the outstanding shares of AEP common stock as of the record date must be present in person or by proxy at the special meeting to constitute a quorum. For purposes of determining whether there is a quorum, all shares that are present will count towards the quorum, which includes abstentions.

​

5

Q:

Do any of AEP’s directors or executive officers have interests in the mergers that are in addition to or may differ from those of AEP stockholders?

​

A:

AEP’s executive officers and directors may have interests in the mergers that are in addition to or different from those of AEP stockholders generally. The AEP board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and the mergers and in recommending that the merger agreement proposal, the advisory compensation proposal and the adjournment proposal each be approved by AEP stockholders. For a description of these interests, refer to “Proposal 1 — The Mergers — Interests of Certain Directors and Executive Officers of AEP in the Mergers.”

​

Q:

Whom should I contact if I have other questions about the merger agreement or the mergers?

​

A:

If you have more questions about the merger agreement or the mergers, you should contact:

​

John F. Hughes, Jr.
Vice President and Secretary
AEP Industries Inc.
95 Chestnut Ridge Road
Montvale, New Jersey 07645
(201) 641-6600

Q:

When and where is the special meeting of AEP stockholders?

​

A:

The special meeting of AEP stockholders is scheduled to be held on [_______], 2016, at [____] a.m., Eastern Time, at the [______________________________________________].

​

Q:

Who can vote at the special meeting?

​

A:

All AEP stockholders of record at the close of business on [_______], 2016, the record date for the AEP special meeting, are entitled to received notice of and to vote at the special meeting.

​

Q:

Who will own Berry immediately following the mergers?

​

A:

Immediately following the consummation of the mergers, AEP and Berry estimate that Berry stockholders as of immediately prior to the mergers will hold approximately 95% of the outstanding stock of Berry and AEP stockholders as of immediately prior to the mergers will hold approximately 5% of the outstanding stock of Berry on a fully diluted basis (which percentages are based upon the assumptions made by Berry in preparing the pro forma condensed consolidated financial information included in this proxy statement/prospectus).

​

Q:

What must I bring to attend the special meeting?

​

A:

Only AEP’s stockholders of record as of the applicable record date, beneficial owners of AEP common stock as of the applicable record date, holders of valid proxies for the AEP special meeting and invited guests of AEP may attend the applicable special meeting. All attendees should be prepared to present government-issued photo identification (such as a driver’s license or passport) for admittance. The additional items, if any, that attendees must bring depend on whether they are stockholders of record, beneficial owners or proxy holders.

​

Additional information on attending the special meetings can be found under the section entitled “Special Meeting of the AEP Stockholders.”

Q:

Who will count the votes?

​

A:

The votes at the AEP special meeting will be counted by an independent inspector or judge of election appointed for the special meeting.

​

6

Q:

May I vote in person?

​

A:

Yes. If you are a stockholder of record of AEP at the close of business on [_______], 2016, you may attend the special meeting and vote your shares in person, in lieu of submitting your proxy by internet, telephone or by completing, signing, dating and returning the enclosed proxy card. Please vote promptly even if you expect to attend the special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the special meeting.

​

Q:

How does the AEP board of directors recommend I vote?

​

A:

The AEP board of directors, after considering the various factors described in the section entitled “Proposal 1 — The Mergers — AEP’s Reasons for the Mergers and Recommendation of the Board of Directors” beginning on page [____] and the alternatives to the mergers (including remaining as a stand-alone company), has unanimously approved the adoption of the merger agreement, resolved that the merger agreement and the transactions contemplated thereby (including the consummation of the mergers, the “Transactions”), upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the relevant provisions of the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), are advisable, fair to and in the best interests of AEP and its stockholders and resolved to recommend the adoption of the merger agreement by AEP’s stockholders and that the adoption of the merger agreement be submitted to a vote at a meeting of AEP’s stockholders.

​

Accordingly, the AEP board of directors unanimously recommends that you vote “FOR” the adoption of the merger agreement, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Q:

What happens if the mergers are not completed?

​

A:

If the merger agreement is not adopted by AEP’s stockholders or if the mergers are not completed for any reason, AEP’s stockholders will not receive any payment for their shares of common stock. Instead, AEP will remain an independent public company, AEP common stock will continue to trade on Nasdaq and be registered under the Exchange Act and AEP will continue to file periodic reports with the SEC on account of the AEP common stock.

​

Under specified circumstances, AEP and/or Berry may be required to reimburse the other party’s expenses, or AEP may be required to pay Berry a termination fee, in each case upon termination of the merger agreement and as described in the section entitled “The Merger Agreement — Termination of the Merger Agreement — Expenses” beginning on page [____] and in the section entitled “The Merger Agreement — Termination of the Merger Agreement — Termination Fee” beginning on page [____].

Q:

Will the Berry common stock received at the time of completion of the mergers be traded on an exchange?

​

A:

Yes. Unless Berry has made the Alternative Funding Election, it is a condition to the consummation of the mergers that the shares of Berry common stock to be issued to AEP stockholders in connection with the mergers be authorized for listing on NYSE, subject to official notice of issuance.

​

Q:

What should I do if I receive more than one set of voting materials for the AEP special meeting?

​

A:

You may receive more than one set of voting materials for the AEP special meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instructions from your bank, broker or other nominee. For example, if you hold your AEP common stock in more than one brokerage account, you will receive a separate voting instructions for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or respond to each set of voting instructions that you receive by following the instructions set forth in each separate proxy or set of voting instructions.

​

7

Q:

What’s the difference between holding shares as a stockholder of record and as a beneficial owner?

​

A:

If your shares of AEP common stock are registered directly in your name with AEP’s transfer agent, American Stock & Transfer Company, LLC, you are considered, with respect to those shares, to be the stockholder of record. If you are a stockholder of record, then this proxy statement/prospectus and your proxy card have been sent directly to you by AEP.

​

If your shares of AEP common stock are held through a bank, broker or other nominee, you are considered the beneficial owner of the shares of AEP common stock held in “street name.” In that case, this proxy statement/prospectus has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your bank, broker or nominee.

If you are a participant in the 401(k) Savings Plan, you are not able to vote the shares of AEP common stock allocated to such account in person at the special meeting and you must submit voting instructions for those shares of AEP common stock to the trustee of the 401(k) Savings Plan. To allow sufficient time for the trustee to vote your shares of AEP common stock, your proxy card must be received by [____], 2016.

Q:

What do I do if I am an AEP stockholder and I want to revoke my proxy?

​

A:

Stockholders of record may revoke their proxies at any time before their shares are voted at the AEP special meeting in any of the following ways:

​

•

sending a written notice of revocation to AEP at 95 Chestnut Ridge Road, Montvale, New Jersey 07645, Attn: John F. Hughes, Jr., Vice President and Secretary, which must be received before their shares are voted at the special meeting;

​

•

properly submitting a later-dated, new proxy card, which must be received before their shares are voted at the special meeting (in which case only the later-dated proxy is counted and the earlier proxy is revoked);

​

•

submitting a proxy via the internet or by telephone at a later date (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or

​

•

attending the AEP special meeting and voting in person. Attendance at the special meeting will not, however, in and of itself, constitute a vote or revocation of a prior proxy.

​

Beneficial owners of AEP common stock may change their voting instruction only by submitting new voting instructions to the brokers, banks or other nominees that hold their shares of record or by obtaining a “legal” proxy and voting in person of the special meeting. If you are a participant in the 401(k) Savings Plan, you are not able to vote the shares of AEP common stock allocated to such account in person at the special meeting.

Additional information can be found under the section entitled “Special Meeting of the AEP Stockholders.”

8

9

​

10

11

12

​

13

14

​

15

​

16

17

18

​

​

​

Three Quarterly Periods Ended July 2, 2016

​

​

Three Quarterly Periods Ended June 27, 2015

​

​

Fiscal Year Ended

​

​

​

​

​

​

​

September 26, 2015

​

​

September 27, 2014

​

​

September 28, 2013

​

​

September 29, 2012

​

​

October 1, 2011

​

​

​

​

​

​

​

​

​

(in millions, except per share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

4,871

​

​

​

​

$

3,685

​

​

​

​

$

4,881

​

​

​

​

$

4,958

​

​

​

​

$

4,647

​

​

​

​

$

4,766

​

​

​

​

$

4,561

​

​

​

​

​

​

​

Cost of goods sold

​

​

​

​

3,885

​

​

​

​

​

3,037

​

​

​

​

​

4,012

​

​

​

​

​

4,190

​

​

​

​

​

3,835

​

​

​

​

​

3,984

​

​

​

​

​

3,908

​

​

​

​

​

​

​

Selling, general and administrative

​

​

​

​

421

​

​

​

​

​

266

​

​

​

​

​

357

​

​

​

​

​

320

​

​

​

​

​

307

​

​

​

​

​

317

​

​

​

​

​

284

​

​

​

​

​

​

​

Amortization of intangibles

​

​

​

​

106

​

​

​

​

​

70

​

​

​

​

​

91

​

​

​

​

​

102

​

​

​

​

​

105

​

​

​

​

​

109

​

​

​

​

​

106

​

​

​

​

​

​

​

Restructuring and impairment charges(1)

​

​

​

​

29

​

​

​

​

​

11

​

​

​

​

​

13

​

​

​

​

​

30

​

​

​

​

​

14

​

​

​

​

​

31

​

​

​

​

​

221

​

​

​

​

​

​

​

Operating income

​

​

​

​

430

​

​

​

​

​

301

​

​

​

​

​

408

​

​

​

​

​

316

​

​

​

​

​

386

​

​

​

​

​

325

​

​

​

​

​

42

​

​

​

​

​

​

​

Debt extinguishment

​

​

​

​

4

​

​

​

​

​

94

​

​

​

​

​

94

​

​

​

​

​

35

​

​

​

​

​

64

​

​

​

​

​

—

​

​

​

​

​

68

​

​

​

​

​

​

​

Other expense (income), net

​

​

​

​

(21)

​

​

​

​

​

2

​

​

​

​

​

1

​

​

​

​

​

(7)

​

​

​

​

​

(7)

​

​

​

​

​

(7)

​

​

​

​

​

(7)

​

​

​

​

​

​

​

Interest expense, net

​

​

​

​

222

​

​

​

​

​

152

​

​

​

​

​

191

​

​

​

​

​

221

​

​

​

​

​

244

​

​

​

​

​

328

​

​

​

​

​

327

​

​

​

​

​

​

​

Income (loss) before income taxes

​

​

​

​

225

​

​

​

​

​

53

​

​

​

​

​

122

​

​

​

​

​

67

​

​

​

​

​

85

​

​

​

​

​

4

​

​

​

​

​

(346)

​

​

​

​

​

​

​

Income tax expense (benefit)

​

​

​

​

66

​

​

​

​

​

15

​

​

​

​

​

36

​

​

​

​

​

4

​

​

​

​

​

28

​

​

​

​

​

2

​

​

​

​

​

(47)

​

​

​

​

​

​

​

Consolidated net income (loss)

​

​

​

​

159

​

​

​

​

​

38

​

​

​

​

​

86

​

​

​

​

​

63

​

​

​

​

​

57

​

​

​

​

​

2

​

​

​

​

​

(299)

​

​

​

​

​

​

​

Net income attributable to non-controlling interest

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

​

​

Net income (loss) attributable to Berry

​

​

​

$

159

​

​

​

​

$

38

​

​

​

​

$

86

​

​

​

​

$

62

​

​

​

​

$

57

​

​

​

​

$

2

​

​

​

​

$

(299)

​

​

​

​

​

​

​

Comprehensive income (loss)

​

​

​

$

186

​

​

​

​

$

(6)

​

​

​

​

$

10

​

​

​

​

$

37

​

​

​

​

$

86

​

​

​

​

$

3

​

​

​

​

$

(324)

​

​

​

​

​

​

​

Net income (loss) available to Common Stockholders:

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

$

1.32

​

​

​

​

$

0.32

​

​

​

​

$

0.72

​

​

​

​

$

0.53

​

​

​

​

$

0.50

​

​

​

​

$

0.02

​

​

​

​

$

(3.55)

​

​

​

​

​

​

​

Diluted

​

​

​

​

1.28

​

​

​

​

​

0.31

​

​

​

​

​

0.70

​

​

​

​

​

0.51

​

​

​

​

​

0.48

​

​

​

​

​

0.02

​

​

​

​

​

(3.55)

​

​

​

​

​

​

​

Balance Sheet Data (at period end):

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

236

​

​

​

​

$

62

​

​

​

​

$

228

​

​

​

​

$

129

​

​

​

​

$

142

​

​

​

​

$

87

​

​

​

​

$

42

​

​

​

​

​

​

​

Property, plant and equipment, net

​

​

​

​

2,276

​

​

​

​

​

1,301

​

​

​

​

​

1,294

​

​

​

​

​

1,364

​

​

​

​

​

1,266

​

​

​

​

​

1,216

​

​

​

​

​

1,250

​

​

​

​

​

​

​

Total assets

​

​

​

​

7,805

​

​

​

​

​

5,011

​

​

​

​

​

5,028

​

​

​

​

​

5,252

​

​

​

​

​

5,111

​

​

​

​

​

5,060

​

​

​

​

​

5,161

​

​

​

​

​

​

​

Long-term debt obligations, less current portion

​

​

​

​

5,812

​

​

​

​

​

3,669

​

​

​

​

​

3,648

​

​

​

​

​

3,844

​

​

​

​

​

3,851

​

​

​

​

​

4,385

​

​

​

​

​

4,525

​

​

​

​

​

​

​

Total liabilities

​

​

​

​

7,638

​

​

​

​

​

5,085

​

​

​

​

​

5,081

​

​

​

​

​

5,353

​

​

​

​

​

5,307

​

​

​

​

​

5,512

​

​

​

​

​

5,612

​

​

​

​

​

​

​

Stockholders’ equity (deficit)

​

​

​

​

155

​

​

​

​

​

(87)

​

​

​

​

​

(65)

​

​

​

​

​

(114)

​

​

​

​

​

(196)

​

​

​

​

​

(475)

​

​

​

​

​

(467)

​

​

​

​

​

​

​

Cash Flow and other Financial Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash from operating activities

​

​

​

$

567

​

​

​

​

$

392

​

​

​

​

$

637

​

​

​

​

$

530

​

​

​

​

$

464

​

​

​

​

$

479

​

​

​

​

$

327

​

​

​

​

​

​

​

Net cash from investing activities

​

​

​

​

(2,518)

​

​

​

​

​

(106)

​

​

​

​

​

(165)

​

​

​

​

​

(422)

​

​

​

​

​

(245)

​

​

​

​

​

(255)

​

​

​

​

​

(523)

​

​

​

​

​

​

​

Net cash from financing activities

​

​

​

​

1,959

​

​

​

​

​

(348)

​

​

​

​

​

(365)

​

​

​

​

​

(119)

​

​

​

​

​

(164)

​

​

​

​

​

(179)

​

​

​

​

​

90

​

​

​

​

​

​

​

​

19

​

​

​

For the Nine Months Ended July 31, 2016

​

​

For the Nine Months Ended July 31, 2015

​

​

For the Years Ended October 31,

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

2011

​

​

​

​

(in thousands, except per share data)

​

Consolidated Statement of Operations Data:

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

810,404

​

​

​

​

$

863,143

​

​

​

​

$

1,141,391

​

​

​

​

$

1,192,990

​

​

​

​

$

1,143,852

​

​

​

​

$

1,152,535

​

​

​

​

$

974,792

​

​

Gross profit

​

​

​

​

144,012

​

​

​

​

​

130,541

​

​

​

​

​

181,662

​

​

​

​

​

121,905

​

​

​

​

​

154,472

​

​

​

​

​

182,743

​

​

​

​

​

128,722

​

​

Operating income(1)

​

​

​

​

56,656

​

​

​

​

​

42,251

​

​

​

​

​

62,718

​

​

​

​

​

9,861

​

​

​

​

​

33,316

​

​

​

​

​

55,648

​

​

​

​

​

25,231

​

​

Interest expense

​

​

​

​

(13,625)

​

​

​

​

​

(14,252)

​

​

​

​

​

(18,790)

​

​

​

​

​

(19,571)

​

​

​

​

​

(18,713)

​

​

​

​

​

(19,077)

​

​

​

​

​

(19,178)

​

​

Other (expense) income, net(2)

​

​

​

​

(229)

​

​

​

​

​

220

​

​

​

​

​

317

​

​

​

​

​

270

​

​

​

​

​

1,360

​

​

​

​

​

829

​

​

​

​

​

8,418

​

​

Income (loss) before (provision) benefit for income taxes

​

​

​

​

42,802

​

​

​

​

​

28,219

​

​

​

​

​

44,245

​

​

​

​

​

(9,440)

​

​

​

​

​

15,963

​

​

​

​

​

37,400

​

​

​

​

​

14,471

​

​

(Provision) benefit for income taxes

​

​

​

​

(14,858)

​

​

​

​

​

(10,048)

​

​

​

​

​

(15,408)

​

​

​

​

​

3,934

​

​

​

​

​

(5,215)

​

​

​

​

​

(14,248)

​

​

​

​

​

(2,083)

​

​

Net income (loss)

​

​

​

​

27,944

​

​

​

​

​

18,171

​

​

​

​

$

28,837

​

​

​

​

$

(5,506)

​

​

​

​

$

10,748

​

​

​

​

$

23,152

​

​

​

​

$

12,388

​

​

Basic Earnings (Loss) per Common Share:

​

​

​

​

​

​

​

​

Net income (loss) per common share

​

​

​

$

5.47

​

​

​

​

$

3.57

​

​

​

​

$

5.66

​

​

​

​

$

(1.03)

​

​

​

​

$

1.93

​

​

​

​

$

4.20

​

​

​

​

$

2.10

​

​

Diluted Earnings (Loss) per Common Share:

​

​

​

​

​

​

​

​

Net income (loss) per common share

​

​

​

$

5.44

​

​

​

​

$

3.56

​

​

​

​

$

5.64

​

​

​

​

$

(1.03)

​

​

​

​

$

1.92

​

​

​

​

$

4.16

​

​

​

​

$

2.09

​

​

Cash dividends declared per common share

​

​

​

​

0.75

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

July 31, 2016

​

​

July 31, 2015

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

2011

​

​

​

​

(in thousands)

​

Consolidated Balance Sheet Data (at period end):

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

469,393

​

​

​

​

$

422,100

​

​

​

​

$

440,205

​

​

​

​

$

446,946

​

​

​

​

$

471,563

​

​

​

​

$

431,443

​

​

​

​

$

415,669

​

​

Total debt (including current portion and capital leases)

​

​

​

​

210,822

​

​

​

​

​

213,758

​

​

​

​

​

213,426

​

​

​

​

​

256,331

​

​

​

​

​

242,266

​

​

​

​

​

217,332

​

​

​

​

​

238,515

​

​

Stockholders’ equity

​

​

​

​

114,298

​

​

​

​

​

78,766

​

​

​

​

​

89,648

​

​

​

​

​

59,697

​

​

​

​

​

85,413

​

​

​

​

​

73,729

​

​

​

​

​

49,986

​

​

​

20

21

​

​

​

Berry Historical

​

​

AEP Historical

​

​

Pro Forma Adjustments

​

​

Pro Forma

​

​

​

​

Transaction

​

​

AEP Financing

​

Cash

​

​

​

$

236

​

​

​

​

$

63

​

​

​

​

$

(498)(a)

​

​

​

​

$

444(f)

​

​

​

​

$

245

​

​

Accounts receivable, net

​

​

​

​

725

​

​

​

​

​

104

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

829

​

​

Inventory

​

​

​

​

708

​

​

​

​

​

98

​

​

​

​

​

28(b)

​

​

​

​

​

—

​

​

​

​

​

834

​

​

Deferred income taxes

​

​

​

​

—

​

​

​

​

​

3

​

​

​

​

​

(3)(c)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Prepaid expenses and other current assets

​

​

​

​

97

​

​

​

​

​

3

​

​

​

​

​

(1)(g)

​

​

​

​

​

—

​

​

​

​

​

99

​

​

Total current assets

​

​

​

​

1,766

​

​

​

​

​

271

​

​

​

​

​

(474)

​

​

​

​

​

444

​

​

​

​

​

2,007

​

​

Property, plant and equipment, net

​

​

​

​

2,276

​

​

​

​

​

185

​

​

​

​

​

13(d)

​

​

​

​

​

—

​

​

​

​

​

2,474

​

​

Goodwill, intangible assets, and deferred costs

​

​

​

​

3,735

​

​

​

​

​

10

​

​

​

​

​

542(e)

​

​

​

​

​

—

​

​

​

​

​

4,287

​

​

Other assets

​

​

​

​

28

​

​

​

​

​

3

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

31

​

​

Total assets

​

​

​

$

7,805

​

​

​

​

$

469

​

​

​

​

$

81

​

​

​

​

$

444

​

​

​

​

$

8,799

​

​

Accounts payable

​

​

​

$

554

​

​

​

​

$

66

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

​

620

​

​

Accrued expenses and other current liabilities

​

​

​

​

466

​

​

​

​

​

52

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

518

​

​

Current portion of long-term debt

​

​

​

​

66

​

​

​

​

​

2

​

​

​

​

​

—

​

​

​

​

​

5(f)

​

​

​

​

​

73

​

​

Total current liabilities

​

​

​

​

1,086

​

​

​

​

​

120

​

​

​

​

​

—

​

​

​

​

​

5

​

​

​

​

​

1,211

​

​

Long-term debt

​

​

​

​

5,812

​

​

​

​

​

209

​

​

​

​

​

(200)(f)

​

​

​

​

​

439(f)

​

​

​

​

​

6,260

​

​

Deferred income taxes

​

​

​

​

365

​

​

​

​

​

20

​

​

​

​

​

105(c)

​

​

​

​

​

—

​

​

​

​

​

490

​

​

Other long-term liabilities

​

​

​

​

375

​

​

​

​

​

6

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

381

​

​

Redeemable non-controlling interest

​

​

​

​

12

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

12

​

​

Stockholders’ equity

​

​

​

​

155

​

​

​

​

​

114

​

​

​

​

​

176(g)

​

​

​

​

​

—

​

​

​

​

​

445

​

​

Total liabilities and equity

​

​

​

$

7,805

​

​

​

​

$

469

​

​

​

​

$

81

​

​

​

​

$

444

​

​

​

​

$

8,799

​

​

​

22

​

​

​

Berry Historical

​

​

AVINTIV Historical(1)

​

​

AEP Historical(4)

​

​

Pro Forma Adjustments

​

​

Pro Forma

​

​

​

​

AVINTIV(2)(3)

​

​

AEP(5)

​

Net sales

​

​

​

$

4,881

​

​

​

​

$

1,859

​

​

​

​

$

1,141

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

7,881

​

​

Cost of goods sold

​

​

​

​

4,012

​

​

​

​

​

1,455

​

​

​

​

​

1,006

​

​

​

​

​

5(h)

​

​

​

​

​

28(m)

​

​

​

​

​

6,506

​

​

Selling, general and administrative

​

​

​

​

357

​

​

​

​

​

281

​

​

​

​

​

72

​

​

​

​

​

(5)(i)

​

​

​

​

​

—

​

​

​

​

​

705

​

​

Amortization of intangibles

​

​

​

​

91

​

​

​

​

​

13

​

​

​

​

​

—

​

​

​

​

​

44(j)

​

​

​

​

​

30(n)

​

​

​

​

​

178

​

​

Restructuring and impairment

​

​

​

​

13

​

​

​

​

​

3

​

​

​

​

​

2

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

18

​

​

Operating income (loss)

​

​

​

​

408

​

​

​

​

​

107

​

​

​

​

​

61

​

​

​

​

​

(44)

​

​

​

​

​

(58)

​

​

​

​

​

474

​

​

Interest expense, net

​

​

​

​

191

​

​

​

​

​

111

​

​

​

​

​

19

​

​

​

​

​

7(k)

​

​

​

​

​

(1)(o)

​

​

​

​

​

327

​

​

Foreign currency and other, net

​

​

​

​

1

​

​

​

​

​

102

​

​

​

​

​

(2)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

101

​

​

Debt extinguishment

​

​

​

​

94

​

​

​

​

​

13

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

107

​

​

Income (loss) before income taxes

​

​

​

​

122

​

​

​

​

​

(119)

​

​

​

​

​

44

​

​

​

​

​

(51)

​

​

​

​

​

(57)

​

​

​

​

​

(61)

​

​

Income tax expense (benefit)

​

​

​

​

36

​

​

​

​

​

24

​

​

​

​

​

15

​

​

​

​

​

(71)(l)

​

​

​

​

​

(22)(p)

​

​

​

​

​

(18)

​

​

Consolidated net income (loss)

​

​

​

​

86

​

​

​

​

​

(143)

​

​

​

​

​

29

​

​

​

​

​

20

​

​

​

​

​

(35)

​

​

​

​

​

(43)

​

​

Income (loss) attributed to non-controlling interests

​

​

​

​

—

​

​

​

​

​

1

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1

​

​

Net income (loss) attributed to Berry

​

​

​

$

86

​

​

​

​

$

(144)

​

​

​

​

$

29

​

​

​

​

$

20

​

​

​

​

$

(35)

​

​

​

​

$

(44)

​

​

Net income per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

$

0.72

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

(0.35)

​

​

Diluted

​

​

​

$

0.70

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

(0.35)

​

​

Outstanding weighted-average shares (in millions):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

​

119.1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

125.8

​

​

Diluted

​

​

​

​

123.4

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

125.8

​

​

23

​

​

​

Berry Historical

​

​

AEP Historical(4)

​

​

Pro Forma Adjustments(5)

​

​

Pro Forma

​

Net sales

​

​

​

$

4,871

​

​

​

​

$

811

​

​

​

​

$

—

​

​

​

​

$

5,682

​

​

Cost of goods sold

​

​

​

​

3,885

​

​

​

​

​

701

​

​

​

​

​

(2)(m)

​

​

​

​

​

4,584

​

​

Selling, general and administrative

​

​

​

​

421

​

​

​

​

​

52

​

​

​

​

​

—

​

​

​

​

​

473

​

​

Amortization of intangibles

​

​

​

​

106

​

​

​

​

​

—

​

​

​

​

​

23(n)

​

​

​

​

​

129

​

​

Restructuring and Impairment

​

​

​

​

29

​

​

​

​

​

1

​

​

​

​

​

—

​

​

​

​

​

30

​

​

Operating income (loss)

​

​

​

​

430

​

​

​

​

​

57

​

​

​

​

​

(21)

​

​

​

​

​

466

​

​

Interest expense, net

​

​

​

​

222

​

​

​

​

​

14

​

​

​

​

​

—(o)

​

​

​

​

​

236

​

​

Foreign currency and other, net

​

​

​

​

(21)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(21)

​

​

Debt extinguishment

​

​

​

​

4

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

4

​

​

Income (loss) before income taxes

​

​

​

​

225

​

​

​

​

​

43

​

​

​

​

​

(21)

​

​

​

​

​

247

​

​

Income tax expense (benefit)

​

​

​

​

66

​

​

​

​

​

15

​

​

​

​

​

(8)(p)

​

​

​

​

​

73

​

​

Consolidated net income (loss)

​

​

​

$

159

​

​

​

​

$

28

​

​

​

​

$

(13)

​

​

​

​

$

174

​

​

Net income per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

$

1.32

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

1.37

​

​

Diluted

​

​

​

$

1.28

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

1.33

​

​

Outstanding weighted-average shares (in millions):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

​

120.5

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

127.2

​

​

Diluted

​

​

​

​

123.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

130.6

​

​

24

25

​	Cash consideration	​	​	​	$	294	​	​
​	Issuance of shares of Berry stock	​	​	​	​	293	​	​
​	AEP equity value	​	​	​	$	587	​	​

​	Purchase price cash consideration	​	​	​	$	(294)	​	​
​	Cash required to repay outstanding AEP notes	​	​	​	​	(204)	​	​
​	Total cash outflows	​	​	​	$	(498)	​	​

​	​	​	Total				​
Intangible assets preliminary purchase price allocation	​	​	​	$	250	​	​
Less: AEP historical intangible assets balance	​	​	​	​	(3)	​	​
Elimination of LIFO reserves	​	​	​	​	21	​	​
Inventory step-up to preliminary fair value	​	​	​	​	7	​	​
Step up of fixed assets to preliminary fair value	​	​	​	​	13	​	​
​	​	​	​	​	288	​	​
Assumed tax rate	​	​	​	​	38%	​	​
Net deferred tax liability adjustment from preliminary valuation analysis	​	​	​	​	110	​	​
Net deferred tax (benefit) from debt extinguishment	​	​	​	​	(2)	​	​
Net deferred tax liability adjustment	​	​	​	$	108	​	​
​

26

​	AEP equity value	​	​	​	$	587	​	​
​	Plus: debt	​	​	​	​	211	​	​
​	Less: cash	​	​	​	​	(63)	​	​
​	Purchase price	​	​	​	​	735	​	​
​	Plus: liabilities assumed	​	​	​	​	144	​	​
​	Less: historical basis of assets, less cash	​	​	​	​	(406)	​	​
​	Plus: deferred tax impact of recording the preliminary valuation analysis adjustments	​	​	​	​	110	​	​
​	Less: elimination of LIFO reserves	​	​	​	​	(21)	​	​
​	Less: inventory (b) and fixed asset (d) preliminary valuation analysis adjustments	​	​	​	​	(20)	​	​
​	Goodwill and intangible assets	​	​	​	$	542	​	​
​

​	Term Loan, net discount and fees (cash received)	​	​	​	$	444	​	​
​	Less: current portion	​	​	​	​	(5)	​	​
​	Net long term debt incurred to finance AEP Transaction	​	​	​	$	439	​	​
​	Historical AEP debt including current portion	​	​	​	$	211	​	​
​	Less: Rollover of AEP historical debt	​	​	​	​	(11)	​	​
​	Net AEP debt repaid	​	​	​	$	200	​	​
​

​	Elimination of historical AEP equity	​	​	​	$	(114)	​	​
​	Issuance of shares of Berry stock (a)	​	​	​	​	293	​	​
​	Equity impact of expensed transaction costs and write-off of capitalized debt costs	​	​	​	​	(3)	​	​
​	Net Equity	​	​	​	$	176	​	​
​

27

​

​

​

(A)

​

​

(B)

​

​

(C)

​

​

= A + B - C

​

​

​

​

Three Quarters Ended September 30, 2015

​

​

Year Ended December 31, 2014

​

​

Three Quarters Ended September 27, 2014

​

​

Year Ended September 30, 2015

​

Net sales

​

​

​

$

1,359

​

​

​

​

$

1,860

​

​

​

​

$

1,360

​

​

​

​

$

1,859

​

​

Cost of goods sold

​

​

​

​

1,053

​

​

​

​

​

1,527

​

​

​

​

​

1,119

​

​

​

​

​

1,461

​

​

Selling, general and administrative

​

​

​

​

195

​

​

​

​

​

254

​

​

​

​

​

185

​

​

​

​

​

264

​

​

Special charges

​

​

​

​

24

​

​

​

​

​

59

​

​

​

​

​

48

​

​

​

​

​

35

​

​

Other expenses

​

​

​

​

(7)

​

​

​

​

​

2

​

​

​

​

​

3

​

​

​

​

​

(8)

​

​

Operating income (loss)

​

​

​

​

94

​

​

​

​

​

18

​

​

​

​

​

5

​

​

​

​

​

107

​

​

Interest expense, net

​

​

​

​

82

​

​

​

​

​

96

​

​

​

​

​

67

​

​

​

​

​

111

​

​

Foreign currency and other, net

​

​

​

​

87

​

​

​

​

​

27

​

​

​

​

​

12

​

​

​

​

​

102

​

​

Debt extinguishment

​

​

​

​

13

​

​

​

​

​

16

​

​

​

​

​

16

​

​

​

​

​

13

​

​

Income (loss) before income taxes

​

​

​

​

(88)

​

​

​

​

​

(121)

​

​

​

​

​

(90)

​

​

​

​

​

(119)

​

​

Income tax expense (benefit)

​

​

​

​

24

​

​

​

​

​

(2)

​

​

​

​

​

(2)

​

​

​

​

​

24

​

​

Consolidated net income (loss)

​

​

​

​

(112)

​

​

​

​

​

(119)

​

​

​

​

​

(88)

​

​

​

​

​

(143)

​

​

Income (loss) attributed to non-controlling interests

​

​

​

​

1

​

​

​

​

​

(4)

​

​

​

​

​

(4)

​

​

​

​

​

1

​

​

Net income (loss) attributed to the Company

​

​

​

$

(113)

​

​

​

​

$

(115)

​

​

​

​

$

(84)

​

​

​

​

$

(144)

​

​

​

Fiscal 2015

​

​

AVINTIV Reported

​

​

Amortization

​

​

Special Charges

​

​

Other Expenses

​

​

AVINTIV Historical

​

Cost of goods sold

​

​

​

$

1,461

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

(6)

​

​

​

​

$

1,455

​

​

Selling, general and administrative

​

​

​

​

264

​

​

​

​

​

(13)

​

​

​

​

​

32

​

​

​

​

​

(2)

​

​

​

​

​

281

​

​

Special charges

​

​

​

​

35

​

​

​

​

​

—

​

​

​

​

​

(35)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Other expenses

​

​

​

​

(8)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

8

​

​

​

​

​

—

​

​

Amortization of intangibles

​

​

​

​

—

​

​

​

​

​

13

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

13

​

​

Restructuring and impairment

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

3

​

​

​

​

​

—

​

​

​

​

​

3

​

​