Item 1.01
Entry into a Material Definitive Agreement.
On September 15, 2016, Bemis Company, Inc. (the Company) completed the sale of its $300,000,000 aggregate principal amount of 3.100% Senior Notes due 2026 (the Notes). The Notes were issued in the form filed as Exhibit 4.1 hereto and are governed by the terms of an Indenture, dated as of June 15, 1995 (the Indenture), entered into with U.S. Bank National Association (formerly known as First Trust National Association), as trustee (the Trustee). The Notes are senior unsecured obligations of the Company and rank prior to all of the Companys subordinated indebtedness and on an equal basis with all of the Companys other senior unsecured indebtedness. Interest on the Notes accrues at a rate of 3.100% per annum, and is payable semi-annually in arrears on each March 15 and September 15, commencing March 15, 2017. The Notes will mature on September 15, 2026.
The Company may, at its option, at any time and from time to time, redeem the Notes in whole or in part, on not less than 30 nor more than 60 days prior notice mailed to the holders of the Notes (or, as to Notes represented by a global security, sent electronically in accordance with the Depositarys procedures). At any time prior to the date that is three months prior to the maturity date of the Notes, the Notes will be redeemable at the Companys option at a redemption price, plus accrued and unpaid interest to the date of redemption, equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due after the related redemption date but for such redemption as if the Notes matured on such date three months prior to the maturity date (except that, if such redemption date is not an interest payment date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable U.S. treasury rate plus 25 basis points. At any time on or after the date that is three months prior to the maturity date of the Notes, the Company may redeem the Notes, in whole or in part from time to time, at the Companys option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest.
Upon the occurrence of a Change of Control Triggering Event (as defined in the Form of Note due 2026 filed as Exhibit 4.1 to this Current Report on Form 8-K) with respect to the Notes, unless the Company has exercised its right to redeem the Notes as described above, each holder of the Notes has the right to require the Company to purchase all or a portion of such holders Notes (a Change of Control Offer), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to certain other rights of holders of the Notes. The Company is not required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
The Indenture contains customary events of default. If an event of default with respect to the Notes has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes may declare the principal of all the Notes to be due and payable immediately.
The description of the Notes set forth above is qualified by reference to the Form of Note due 2026 filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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