AEP INDUSTRIES INC. (NASDAQ:AEPI) Files An 8-K Entry into a Material Definitive Agreement

AEP INDUSTRIES INC. (NASDAQ:AEPI) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on August24, 2016, AEP Industries Inc.,
a Delaware corporation (AEP), entered into an Agreement and Plan
of Merger (the Merger Agreement) with Berry Plastics Group, Inc.,
a Delaware corporation (Berry), 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), and Berry Plastics Acquisition Corporation
XV, LLC, a Delaware limited liability company and a direct,
wholly owned subsidiary of Holdings (Merger Sub LLC), 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 Mergers), with Merger Sub LLC surviving as a wholly owned
subsidiary of Holdings.

On December7, 2016, AEP, Berry, Holdings, Merger Sub and Merger
Sub LLC entered into Amendment No.1 to the Merger Agreement
(Amendment No.1), which, among other things, (i)removed the
requirement in the Merger Agreement that Berry make available and
mail the form of election to AEP stockholders not less than
thirty (30)business days prior to the anticipated election
deadline, and required instead that the forms of election be made
available and mailed at least twenty (20)business days prior to
the anticipated election deadline; (ii)provided for the
unbundling of the single proposal to approve the Merger Agreement
into (A)a proposal to adopt the Merger Agreement to which AEP
stockholders would be entitled to receive in connection with the
Mergers, at the stockholders election, $110.00 in cash (the Cash
Consideration) or 2.5011 shares 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 proration mechanics in the Merger Agreement
and (B)a proposal to adopt the Merger Agreement to which, in
certain limited circumstances as specified in the Merger
Agreement, Berry may elect, in its sole discretion, to pay one
hundred percent (50%)of the consideration to be received by AEP
stockholders in connection with the Mergers in cash, subject to
certain conditions; (iii)revised certain mechanics in connection
with the calculation of the 2017 performance units and the 2017
MIP; (iv)revised the Merger Agreement to permit AEP to redeem,
repurchase, prepay, defease, cancel, incur or otherwise acquire,
or modify the terms of, any indebtedness or issue any debt
securities or assume, guarantee or endorse, or otherwise become
responsible for, the obligations of any person for borrowed
money, in the ordinary course of business consistent with past
practice in a principal amount not to exceed $65 million in the
aggregate; and (v)provided for the extension of the date after
which, if the Mergers have not been consummated, either Berry or
AEP may terminate the Merger Agreement from February24, 2017 to
March31, 2017 if the proxy statement has not been mailed to AEP
stockholders on or prior to January20, 2017.

The consummation of the Mergers remains subject to the adoption
of the Merger Agreement by AEPs stockholders and the satisfaction
or waiver of the other closing conditions as set forth in the
Merger Agreement.

The foregoing description of Amendment No.1 does not purport to
be complete and is subject to, and qualified in its entirety by,
the full text of Amendment No.1, a copy of which is attached
hereto as Exhibit 2.1 and is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.


2.1
Amendment No.1 to the Agreement and Plan of Merger, dated as
of December7, 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.

Forward-Looking Information

This Current Report on Form 8-K includes forward-looking
statements within the meaning of Section27A of the Securities Act
of 1933 (as amended, and together with the rules and regulations
thereunder, the Securities Act)


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and Section21E of the Securities Exchange Act of 1934, as
amended, with respect to AEPs financial condition, results of
operations and business and AEPs expectations or beliefs
concerning future events. All statements regarding Berrys, AEPs
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 the approval of AEPs stockholders; (ii)the risk that the
conditions to closing of the Mergers 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
companys 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 Berrys or AEPs 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 Mergers;
(viii)changes in prices and availability of resin and other raw
materials and AEPs 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; (xi)catastrophic loss of
one of AEPs key manufacturing facilities, natural disasters and
other unplanned business interruptions; and (xii)managements
response to any of the aforementioned factors. These risks, as
well as other risks associated with the proposed transaction, are
more fully discussed in the preliminary proxy
statement/prospectus that was included in the registration
statement on Form S-4/A (File No.333-213803) (the Form S-4/A)
that Berry filed with the Securities and Exchange Commission (the
SEC) in connection with the proposed transaction, and that
includes a preliminary proxy statement of AEP that also
constitutes a prospectus of Berry, as well as other factors
described AEPs Annual Report on Form 10-K for the fiscal year
ended October31, 2015, subsequent Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K as filed with the SEC. The list
of factors presented here is, and the list of factors presented
in the Form S-4/A 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 Berrys or AEPs 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
Section10 of the Securities Act. In connection with the proposed
transaction, Berry has filed with the SEC a registration
statement on Form S-4/A that contains a preliminary proxy
statement/prospectus and other documents with respect to Berrys
proposed acquisition of AEP. Investors and security
holders are urged to read the Form S-4/A (including all
amendments and supplements thereto) filed,
and
other relevant documents that will be filed, with the SEC
(including the definitive proxy statement/prospectus) 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,
including the preliminary proxy statement/prospectus, and other
relevant documents filed by Berry and AEP with the SEC through
the website maintained by the SEC at www.sec.gov. Copies of the
documents filed by Berry with the SEC are available free of
charge on Berrys website at www.berryplastics.com and copies of
the documents filed by AEP with the SEC are available free of
charge on AEPs website at www.aepinc.com.

Participants in the Solicitation Relating to the
Mergers

Berry, AEP and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from AEPs stockholders in respect of the proposed transaction.
Information regarding Berrys directors and executive officers can
be found in the Form S-4/A and Berrys 2016 Annual Report on Form
10-K for the year ended October1, 2016, which was filed with the
SEC on November30, 2016, as well as its other filings with the
SEC. Information regarding AEPs directors and executive officers
can be found in AEPs definitive proxy statement for its 2016
annual meeting, which was filed with the SEC on February25, 2016,
and its 2015 Annual Report on Form 10-K for the year ended
October31, 2016, which was filed with the SEC on January14, 2016,
as well as its other filings with the SEC. Additional information
regarding the interests of such potential participants are
included in the preliminary proxy statement/prospectus on Form
S-4/A and other relevant documents filed with the SEC in
connection with the proposed transaction. These documents are
available free of charge on the SECs website and from Berry and
AEP, as applicable, using the sources indicated above.


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About AEP INDUSTRIES INC. (NASDAQ:AEPI)

AEP Industries Inc. is a manufacturer of plastic packaging films in North America. The Company is engaged in the production, manufacture and distribution of polyethylene and polyvinyl chloride flexible plastic packaging products for the food/beverage, industrial and agricultural markets. The Company’s plastic packaging films are used in the packaging, transportation, beverage, food, automotive, pharmaceutical, chemical, electronics, and construction, agriculture and textile industries. The Company’s products include custom films, stretch (pallet) wrap, food contact, PROformance films, canliners, printed and converted films, and other products and specialty films. It manufactures plastic films, principally from resins blended with other raw materials, which it either sells or further processes by printing, laminating, slitting or converting. It manufactures both industrial grade products and specialty products. The Company operates in the United States and Canada.

AEP INDUSTRIES INC. (NASDAQ:AEPI) Recent Trading Information

AEP INDUSTRIES INC. (NASDAQ:AEPI) closed its last trading session up +0.85 at 119.55 with 23,516 shares trading hands.

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