UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report
(Date of earliest event reported): August 24, 2016
BERRY
PLASTICS GROUP, INC.
(Exact name of registrant as specified in
charter)
Delaware
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1-35672
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20-5234618
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(State of incorporation)
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(Commission File Number)
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(IRS
Employer
Identification
No.)
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101 Oakley Street
Evansville, Indiana 47710
(Address
of principal executive offices / Zip Code)
(812) 424-2904
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
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Written communications pursuant to Rule 425 under the Securities Act.
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Item 1.01
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Entry into a Material Definitive Agreement
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Agreement and Plan of Merger
On August 24, 2016, Berry Plastics Group, Inc., a Delaware
corporation (“Berry”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Berry
Plastics Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Berry (“Holdings”), Berry Plastics
Acquisition Corporation XVI, a Delaware corporation and a direct wholly owned subsidiary of Holdings (“Merger Sub”),
Berry Plastics Acquisition Corporation XV, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Holdings
(“Merger Sub LLC”) and AEP Industries Inc., a Delaware corporation (“AEP”), providing for (i) the merger
of Merger Sub with and into AEP (the “First-Step Merger”), with AEP surviving the First-Step Merger, and, (ii) thereafter,
the merger of AEP with and into Merger Sub LLC (the “Second-Step Merger” and, together with the First-Step Merger,
the “Integrated Mergers”), with Merger Sub LLC surviving as a wholly owned subsidiary of Holdings.
The Merger Agreement has been approved by the board of directors
of each of Berry and AEP, and the board of directors of AEP has agreed to recommend that AEP’s stockholders vote to approve
the Merger Agreement and the transactions contemplated thereby, upon the terms and subject to the conditions set forth in the Merger
Agreement.
At the effective time of the First-Step Merger (the “Effective
Time”), each share of common stock (including shares underlying AEP restricted stock awards), par value $0.01 per share,
of AEP (the “AEP Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of
AEP Common Stock (i) owned by AEP as treasury stock, (ii) owned by Berry, Holdings, Merger Sub or Merger Sub LLC and
(iii) shares of AEP Common Stock with respect to which holders have properly exercised and perfected a demand for appraisal
rights pursuant to the Delaware General Corporation Law) will be converted into the right to receive, at the stockholder’s
election, $110 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”),
subject to the terms and conditions set forth in the Merger Agreement. The Merger Consideration in the Integrated Mergers will
be prorated as necessary to ensure that 50% of the total outstanding shares of AEP entitled to receive Merger Consideration will
be exchanged for cash and 50% of such shares will be exchanged for Berry common stock.
Each AEP stock option outstanding as of the Effective Time will
be cancelled in exchange for the right to receive (i) a cash payment equal to the excess of the product of 50% of the Cash Consideration
and the total number of shares of AEP Common Stock underlying such stock option over the aggregate exercise price of such stock
option and (ii) a number of shares of Berry common stock equal to the product of 50% of the Stock Consideration and the total number
of shares of AEP Common Stock underlying such stock option, subject to certain conditions. Each holder of a AEP performance
unit will be entitled to elect to receive either (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 Effective Time and (B) the total number of shares of AEP Common
Stock subject to such performance unit or (ii) a combination of (1) a cash payment equal to the product of (A) 50% of the Cash
Consideration and (B) the total number of shares of AEP Common Stock subject to such performance unit and (2) a number of shares
of Berry common stock equal to the product of (A) 50% of the Stock Consideration and (B) the total number of shares of AEP Common
Stock subject to such performance unit, subject to certain conditions. For performance units with a performance period as in effect
immediately prior to the Effective Time, the number of performance units will be pro-rated for the period through the Effective
Time based on the level of achievement of such performance condition through the last completed fiscal month prior to the Effective
Time in a manner that is consistent with past practice.
Consummation of the Integrated Mergers is subject to customary
conditions, including without limitation (i) the approval by the holders of at least a majority of the outstanding shares
of AEP Common Stock entitled to vote on the Integrated Mergers; (ii) the expiration or early termination of the waiting period
applicable to the consummation of the Integrated Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “Required Antitrust Approvals”); (iii) the absence of any law,
injunction, judgment or ruling restraining,
enjoining, preventing or prohibiting the consummation of the Integrated Mergers; (iv) no governmental authority having instituted
any legal proceeding (which remains pending) seeking to restrain, enjoin, prevent or prohibit the Integrated Mergers; (v) unless
Berry has made the Alternative Funding Election (as defined below), a registration statement on Form S-4 will have been declared
effective by the Securities and Exchange Commission (the “SEC”) in accordance with the provisions of the Securities
Act of 1933 (as amended, and together with the rules and regulations thereunder, the “Securities Act”), and no stop
order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect and no proceedings
to that effect shall have been commenced or threatened by the SEC; and (vi) unless Berry has made the Alternative Funding Election,
the shares of Berry common stock to be issued in the Integrated Mergers will have been approved for listing on the New York Stock
Exchange, subject only to official notice of issuance. Moreover, each party’s obligation to consummate the Integrated Mergers
is subject to certain other conditions, including without limitation (a) the accuracy of the other party’s representations
and warranties (in the case of AEP, generally subject to Company Material Adverse Effect (as defined in the Merger Agreement) or
materiality qualifiers and, in the case of Berry, Holdings, Merger Sub and Merger Sub LLC, subject to a Berry Material Adverse
Effect (as defined in the Merger Agreement) or materiality qualifiers, (b) the other party’s material compliance with
its covenants and agreements contained in the Merger Agreement, (c) there having not been since the date of the Merger Agreement,
in the case of AEP, a Company Material Adverse Effect, and, in the case of Berry, a Berry Material Adverse Effect, and (d) each
of AEP and Berry having received written opinions from certain specified parties that the Integrated Mergers will qualify as a
tax-free reorganization under the tax code. In addition, in the event of a Berry Material Adverse Effect or if the written tax
opinion required to be delivered to AEP in connection with the Integrated Mergers cannot be delivered, Berry may elect, in its
sole discretion, to pay 100% of the Merger Consideration in cash, subject to certain conditions (the “Alternative Funding
Election”). If the Integrated Mergers are not consummated on or before February 24, 2017 (the “End Date”) (to
be extended at the election of either party to August 24, 2017 if the only condition not satisfied at such time is the receipt
of the Required Antitrust Approvals), either party may terminate the Merger Agreement. Consummation of the Integrated Mergers is
not subject to a financing condition.
The Merger Agreement provides that, without Berry's agreement,
the closing of the Integrated Mergers shall not occur earlier than the third business day immediately following the final day of
the Marketing Period, a term which is defined in the Merger Agreement to be the first period of 15 consecutive business days throughout
which (i) Berry shall have received certain financial information regarding AEP required in connection with Berry obtaining
debt financing for the transactions contemplated by the Merger Agreement and (ii) the conditions to each party’s obligation
to consummate the Integrated Mergers have been satisfied throughout such 15 business day period (other than those conditions that
by their nature are to be satisfied on the closing date and, with respect to AEP shareholder approval condition, as if such condition
had been satisfied on the tenth business day preceding the date such meeting is held and approval obtained). The Marketing Period
will not include certain “black-out” periods centered around the Thanksgiving and Christmas holidays and is subject
to customary terms and conditions.
AEP has made customary representations and warranties in the
Merger Agreement and has agreed to customary covenants regarding the operation of the business of AEP and its subsidiaries prior
to the closing. AEP is also subject to customary restrictions on its ability to solicit alternative acquisition proposals from
third parties and to provide information to, and participate in discussions and engage in negotiations with, third parties regarding
alternative acquisition proposals. However, prior to approval of the Integrated Mergers by AEP’s stockholders, the solicitation
restrictions are subject to a customary “fiduciary-out” provision which allows AEP, under certain circumstances, to
provide information to, and participate in discussions and engage in negotiations with, third parties with respect to an unsolicited
alternative acquisition proposal that AEP’s board of directors has determined is or could reasonably be expected to lead
to a Superior Proposal (as defined in the Merger Agreement). The parties have also agreed to use their reasonable best efforts
to consummate the Integrated Mergers.
The Merger Agreement contains certain termination rights for
AEP and Berry, including the right of AEP in certain circumstances to terminate the Merger Agreement and accept a Superior Proposal
(as defined in the Merger Agreement). If the Merger Agreement is terminated (i) by either party because the stockholders
of AEP
fail to adopt the Merger Agreement or (ii) by Berry as a result of fraud or willful and material breach of any covenant, agreement,
representation or warranty of the Merger Agreement by AEP, then in the case of either clause (i) or (ii), AEP will be required
to pay the documented expenses of Berry, Holdings, Merger Sub, Merger Sub LLC and their affiliates up to $5 million. In addition,
AEP will be required to pay Berry a termination fee equal to $20 million if the Merger Agreement is terminated under certain circumstances,
including by AEP to enter into an acquisition agreement that constitutes a Superior Proposal or because AEP Board adversely changed
its recommendation to stockholders to vote in favor of the Integrated Mergers or took certain other related adverse actions. AEP
also would be required to pay Berry a termination fee equal to $20 million if the Merger Agreement is terminated due to either
the failure to obtain approval of AEP’s stockholders or the conditions to close were not satisfied before the End Date, and
an alternative acquisition proposal is consummated within 12 months of the termination, subject to certain conditions. Further,
if the Merger Agreement is terminated by AEP as a result of fraud or willful and material breach of any covenant, agreement, representation,
warranty of the Merger Agreement by Berry, Berry will be required to pay the documented expenses of AEP and its affiliates up to
$5 million. The Merger Agreement also provides that either party may specifically enforce the other party’s obligations under
the Merger Agreement.
Subject to the terms and conditions of the Merger Agreement,
Berry has agreed to use its reasonable best efforts to take or cause to be taken all actions necessary or advisable to arrange
and obtain debt financing for the transactions contemplated by the Merger Agreement. In connection with the execution of the Merger
Agreement, on August 24, 2016, Holdings obtained financing commitments as described in Item 8.01 below.
The representations, warranties and covenants of AEP contained
in the Merger Agreement have been made solely for the benefit of Berry, Holdings, Merger Sub and Merger Sub LLC. In addition, such
representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been
qualified by (a) matters specifically disclosed in AEP’s filings with the SEC prior to the date of the Merger Agreement
and (b) confidential disclosures made to Berry, Holdings, Merger Sub and Merger Sub LLC in the disclosure letter delivered
in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement
which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement
or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose
of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Merger Agreement
is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to
provide investors with any other factual information regarding AEP or its business.
Investors should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of AEP or any of its subsidiaries
or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date
of the Merger Agreement, which subsequent information may or may not be fully reflected in AEP’s public disclosures. The
Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding AEP that
is or will be contained in, or incorporated by reference into, the Annual Reports on Form 10-K, Current Reports on Form 10-Q and
other documents that AEP files with the SEC.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Merger Agreement attached hereto as Exhibit 2.1, which is incorporated herein by reference.
Voting Agreements
In connection with the execution of the Merger Agreement, Berry
has entered into voting agreements dated as of August 24, 2016, with certain stockholders of AEP, including (i) J. Brendan Barba
and The Brendan Barba GRAT Number Nine, which collectively beneficially own approximately 9.07% of AEP’s outstanding shares;
(ii) Carolyn D. Vegliante, on behalf of herself and her children, who beneficially owns approximately 3.97% of AEP’s outstanding
shares; (iii) Lauren K. Powers, who beneficially owns approximately 2.82% of AEP’s outstanding shares; (iv) John J. Powers,
the 2012 Lauren Powers Trust FBO Kyle Powers, the 2012 Lauren Powers Trust FBO Ryan Powers, the 2012 Lauren Powers Trust FBO Griffin
Powers and the 2012 Lauren Powers Trust FBO Brenna Powers, which collectively beneficially own approximately 2.33% of AEP’s
outstanding shares; (v) Paul C. Vegliante, the 2012 Paul Vegliante Children’s Trust and the 2012 Carolyn Vegliante Children’s
Trust, which collectively beneficially own approximately 2.18% of AEP’s outstanding shares; (vi) Paul M. Feeney, beneficially
owns approximately 1.08% of AEP’s outstanding shares; and (vii) Soko Marie Angel, who beneficially owns approximately 0.04%
of AEP’s outstanding shares. The voting agreements generally require, subject to certain exceptions, such stockholders to
vote, or cause or direct to be voted, all of the shares of Company Common Stock beneficially owned by them in favor of adoption
of the Merger Agreement and the Integrated Mergers and against matters that would reasonably be expected to materially impede,
interfere with, delay or postpone any of the transactions contemplated by the Merger Agreement. Additionally, the stockholders
are prohibited from (i) taking certain actions to solicit, initiate or knowingly encourage or knowingly facilitate any alternative
acquisition proposal provided that the stockholders may take such actions consistent with the Merger Agreement in their respective
capacities as officers or directors of AEP or (ii) transferring their shares, subject to certain exceptions. The voting agreements
automatically terminate without any further action required by any person upon the earliest to occur of (a) the termination of
the Merger Agreement in accordance with its terms; (b) the Effective Time; and (c) except as otherwise permitted pursuant to the
Merger Agreement, the making of any material change, by amendment, waiver or other modification to any provision of the Merger
Agreement that decreases the amount or changes the form of the consideration to the stockholders of AEP.
The foregoing
description of the voting agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Form of Voting Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Holdings Financing Commitments
In connection with the execution of the Merger Agreement, on
August 24, 2016, Holdings obtained financing commitments pursuant to a commitment letter signed by Citigroup and Credit Suisse, for a seven year first priority, senior secured incremental term
loan credit facility in an aggregate principal amount of $500 million. Proceeds of such facility or any alternative financing will
be used to pay all or a portion of the aggregate Merger Consideration, to refinance certain indebtedness of the AEP, and to pay
related fees and expenses in connection with the transactions contemplated by the Merger Agreement.
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Item 9.01
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Financial Statements and
Exhibits
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Exhibit
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Number
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Description
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2.1
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Agreement and Plan of Merger, dated as of August 24, 2016, by
and among Berry Plastics Group, Inc., Berry Plastics Corporation, Berry Plastics Acquisition Corporation XVI, Berry Plastics Acquisition
Corporation XV, LLC and AEP Industries Inc.*
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10.1
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Form of Voting Agreement, dated as of August 24, 2016, by and among Berry Plastics Group, Inc., and certain AEP stockholders.
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*
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The schedules to the Agreement and Plan of Merger have been omitted from this filing
pursuant to Item 601(b)(2) of Regulation S-K. Registrant will furnish copies of such schedules to the U.S. Securities and
Exchange Commission upon request by the Commission.
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Forward Looking Statements
This communication includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, as amended, with respect to our financial condition, results of operations and business and our expectations or beliefs
concerning future events. All statements regarding Berry’s, AEP’s or their respective subsidiaries’ expected
future financial position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans,
business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment
opportunities, merger integration, growth opportunities, dispositions, expected lease income, plans and objectives of management
for future operations and statements that include words such as “anticipate,” “if,” “believe,”
“plan,” “estimate,” “expect,” “intend,” “may,” “could,”
“should,” “would,” “will,” “seeks,” “approximately,” “outlook,”
“looking forward” and other similar expressions or the negative form of the same are forward-looking statements. Forward-looking
statements by their nature address matters that are, to different degrees, uncertain, such as statements about the potential timing
or consummation of the proposed transaction or the anticipated benefits thereof, including, without limitation, future financial
and operating results. Berry and AEP caution readers that these and other forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited
to risks and uncertainties related to (i) the ability to obtain shareholder and regulatory approvals, or the possibility that they
may delay the transaction or that such regulatory approval may result in the imposition of conditions that could cause the parties
to abandon the transaction, (ii) the risk that the conditions to closing of the merger may not be satisfied; (iii) the ability
of Berry to integrate the acquired business successfully and to achieve anticipated cost savings and other synergies, (iv) the
possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated
revenues, expenses, earnings and other financial results, and growth and expansion of the new combined company’s operations,
and the anticipated tax treatment, (v) potential litigation relating to the proposed transaction that could be instituted against
Berry, AEP or their respective directors, (vi) possible disruptions from the proposed transaction that could harm Berry’s
or AEP’s business, including current plans and operations, (vii) potential adverse reactions or changes to relationships
with clients, employees, suppliers or other parties resulting from the announcement or completion of the merger, (viii) changes
in prices and availability of resin and other raw materials and our ability to pass on changes in raw material prices on a timely
basis, (ix) continued availability of capital and financing and rating agency actions, (x) legislative, regulatory and economic
developments and (xi) catastrophic loss of one of our key manufacturing facilities, natural disasters, and other unplanned business
interruptions; as well as management’s response to any of the aforementioned factors. These risks, as well as other risks
associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included
in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. The list
of factors presented here, and the list of factors to be presented in the registration statement on Form S-4, should not be considered
to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles
or impediments to the realization of forward looking statements. Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Berry’s
or AEP’s consolidated financial condition, results of operations, credit rating or liquidity. Neither Berry nor AEP assumes
any obligation to provide revisions or updates to any forward looking statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
No Offer or Solicitation
This communication is not intended to and
does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall
be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended. In connection with the proposed transaction, Berry expects to prepare and file with the Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4 containing a proxy statement/prospectus and other documents with respect
to Berry’s proposed acquisition of AEP.
Investors are urged to read the proxy statement/prospectus (including
all amendments and supplements thereto) and other relevant documents filed with the SEC if and when they become available because
they will contain important information about the proposed transaction
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Additional Information and Where to Find It
Investors
may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by Berry
and AEP with the SEC (when and if they become available) through the website maintained by the SEC at www.sec.gov. Copies of the
documents filed by Berry with the SEC will also be available free of charge on Berry’s website at www.berryplastics.com or
by contacting Dustin Stilwell, Head-Investor Relations, Berry Plastics Group, Inc., 101 Oakley Street, PO Box 959, Evansville,
Indiana 47710, (812) 306-2964, ir@berryplastics.com. Copies of the documents filed by AEP with the SEC are available free of charge
on AEP’s website at www.aepinc.com or by contacting
Paul M. Feeney, Executive Vice President,
Finance and Chief Financial Officer, AEP Industries Inc., 95 Chestnut Ridge Road, Montvale, New Jersey 07645, (201) 807-2330, feeneyp@aepinc.com.
Participants in Solicitation Relating to the Merger
Berry, AEP and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from AEP’s shareholders in respect
of the proposed transaction. Investors may obtain information regarding the names, affiliations and interests of Berry’s
directors and executive officers in Berry’s Annual Report on Form 10-K for the year ended September 26, 2015, which was filed
with the SEC on November 23, 2015, and its proxy statement for its 2016 Annual Meeting, which was filed with the SEC on January
20, 2016. Investors may obtain information regarding the names, affiliations and interests of AEP’s directors and executive
officers in AEP’s Annual Report on Form 10-K for the year ended October 31, 2015, which was filed with the SEC on January
14, 2016, and its proxy statement for its 2016 Annual Meeting, which was filed with the SEC on February 25, 2016. Additional information
regarding the interests of such potential participants will be included in the proxy statement/prospectus and other relevant documents
filed with the SEC in connection with the proposed transaction if and when they become available. These documents are available
free of charge on the SEC’s website and from Berry and AEP, as applicable, using the sources indicated above.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BERRY PLASTICS GROUP, INC.
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(Registrant)
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Dated: August 26, 2016
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By:
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/s/ Jason K. Greene
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Name:
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Jason K. Greene
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Title:
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Executive Vice President, Chief Legal Officer and Secretary
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EXHIBIT INDEX
Exhibit
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Number
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Description
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2.1
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Agreement and Plan of Merger, dated as of August 24, 2016, by
and among Berry Plastics Group, Inc., Berry Plastics Corporation, Berry Plastics Acquisition Corporation XVI, Berry Plastics Acquisition
Corporation XV, LLC and AEP Industries Inc.*
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10.1
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Form of Voting Agreement, dated as of August 24, 2016, by and among Berry Plastics Group, Inc., and certain AEP stockholders.
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*
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The schedules to the Agreement and Plan of Merger have been omitted from this filing
pursuant to Item 601(b)(2) of Regulation S-K. Registrant will furnish copies of such schedules to the U.S. Securities and
Exchange Commission upon request by the Commission.
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