BWAY Holding has merged with Picasso Merger Sub to become a wholly-owned indirect subsidiary of Parent.
BWAY Holding has merged with Picasso Merger Sub a Delaware corporation and wholly-owned indirect subsidiary of Picasso Parent Company. This merger is pursuant to the agreement and plan of merger, dated March 28, 2010, by and among the company, parent and merger sub.
As a result of the merger, the company is now a wholly-owned indirect subsidiary of Parent, which is owned by affiliates of Madison Dearborn Partners and certain members of the management of the company.
In addition, the company has completed a cash tender offer by Merger Sub for 100% of the outstanding 10% senior subordinated notes due 2014 of BWAY Corporation (the existing notes). This tender is pursuant to the terms set forth in the statement dated May 11, 2010.
The company has also concluded an offering of $205,000,000 aggregate principal amount of 10% senior notes due 2018.The senior notes were offered initially by Merger Sub and following the consummation of the merger, the company assumed the obligations of the Merger Sub under the senior notes by operation of law.
The company also entered into new senior secured credit facilities provided by a syndicate of lenders arranged by Deutsche Bank Securities, Banc of America Securities and Barclays Capital, the investment banking division of Barclays Bank.
The obligations of ICL under the senior secured credit facilities are guaranteed by holdings, the company and the direct and indirect domestic and Canadian restricted subsidiaries of the company other than ICL.