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SUMMARY

This summary highlights selected information in this proxy statement/prospectus and may not contain all of the information important to you. To understand the mergers more fully, you should read this entire document carefully, including the annexes and the documents referred to in and incorporated by reference into this proxy statement/prospectus. A list of the documents incorporated by reference appears under the caption “Where You Can Find More Information” on page [____].

The Companies (page [____])

AEP Industries Inc.
95 Chestnut Ridge Road
Montvale, New Jersey 07645
(201) 641-6600

AEP, founded in 1970 and incorporated in Delaware in 1985, is a leading manufacturer of flexible plastic packaging films in North America. AEP manufactures and markets an extensive and diverse line of polyethylene and polyvinyl chloride flexible plastic packaging products, with consumer, industrial and agricultural applications. AEP’s flexible plastic packaging films are used in the packaging, transportation, beverage, food, automotive, pharmaceutical, chemical, electronics, construction, agriculture, carpeting, furniture and textile industries.

AEP manufactures plastic films, principally from resins blended with other raw materials, which it either sells or further processes by printing, laminating, slitting or converting. AEP’s processing technologies enable the creation of a variety of value-added products according to the specifications of AEP’s customers. AEP’s manufacturing operations are located in the United States and Canada.

AEP manufactures both industrial grade products, which are manufactured to general industry specifications, and specialty products, which are manufactured under more exacting standards to assure certain required chemical and physical properties. Specialty products generally sell at higher margins than industrial grade products.

The AEP common stock is currently listed on the Nasdaq Global Select Market under the symbol “AEPI.”

Berry Plastics Group, Inc.
101 Oakley Street
Evansville, Indiana 47710
(812) 424-2904

Berry is a leading provider of value-added plastic consumer packaging and specialty and engineered materials with a track record of delivering high-quality customized solutions to its customers. Representative examples of Berry products include specialty closures, prescription vials, specialty films, adhesives, corrosion protection materials and nonwovens, as well as drink cups, thin-wall containers, and bottles. Berry sells its products predominantly into stable, consumer-oriented end-markets, such as healthcare, personal care, and food and beverage.

Berry believes that it has created one of the largest product libraries in its industry, allowing it to be a comprehensive solution provider to its customers. Berry’s customers consist of a diverse mix of leading global, national, mid-sized regional and local specialty businesses. The size and scope of Berry’s customer network allows it to introduce new products it develops or acquires to a vast audience that is familiar with its brand. In fiscal 2015, no single customer represented more than approximately 2% of net sales and the top ten customers represented 16% of net sales. Berry believes that its manufacturing processes and ability to leverage its scale to reduce expenses on items, such as raw materials, position it as a low-cost manufacturer relative to its competitors.

Berry’s common stock is listed on the NYSE under the symbol “BERY.”

Berry Plastics Corporation, a Delaware corporation is a direct, wholly owned subsidiary of Berry. Berry Plastics Acquisition Corporation XVI, a Delaware corporation (referred to previously in this proxy statement/prospectus as Merger Sub) and Berry Plastics Acquisition Corporation XV, LLC, a Delaware limited liability company (referred to previously in this proxy statement/prospectus as Merger Sub LLC), are direct, wholly owned subsidiaries of Berry Plastics Corporation. Neither Merger Sub nor Merger Sub LLC has conducted any business and neither has any assets, liability or other obligations of any nature other than as set forth in the merger agreement. Berry, Berry Plastics Corporation, Merger Sub and Merger Sub LLC are referred to collectively as the “Berry parties” in this proxy statement/prospectus.

Special Meeting of Stockholders; Required Vote (page [____])

The special meeting of AEP stockholders is scheduled to be held on [_______], 2016, at [____] a.m., Eastern Time, at the [____________________________________]. At the AEP special meeting, you will be asked to vote to adopt the merger agreement. You will also be asked to approve the advisory compensation proposal and the adjournment proposal. Only AEP stockholders of record as of the close of business on [_______], 2016 are entitled to notice of, and to vote at, the AEP special meeting and any adjournments or postponements of the AEP special meeting.

As of the record date, there were [_______] shares of AEP common stock outstanding. The directors and executive officers of AEP (and their affiliates), as a group, beneficially owned [_______] shares of AEP common stock representing approximately [_______]% of the outstanding shares of AEP common stock as of the record date. The directors and executive officers of Berry do not own any shares of AEP common stock. Berry does not own any shares of AEP common stock except to the extent it may be deemed to beneficially own the shares of AEP common stock as a result of the voting agreements entered into in connection with the merger agreement.

Adoption of the merger agreement requires the affirmative vote of holders of at least a majority of the outstanding shares of AEP common stock entitled to vote. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the adoption of the merger agreement. If you hold your shares in “street name,” failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the adoption of the merger agreement. The vote on the advisory compensation proposal and the vote on the adjournment proposal each require the majority of shares present in person or represented by proxy at such special meeting and entitled to vote thereon. Abstentions will have the same effect as a vote “AGAINST” the advisory compensation proposal and the adjournment proposal. Broker non-votes, if any, will have no effect on the outcome of the vote on the advisory compensation proposal or on the vote on the adjournment proposal. If you hold your shares in “street name,” failure to instruct your bank, broker or other nominee how to vote your shares will have no effect on the advisory compensation proposal or the adjournment proposal.

No approval by Berry stockholders is required.

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.

The Mergers and the Merger Agreement (page [____])

The terms and conditions of the mergers are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the legal document that governs the mergers.

The merger agreement provides that, if all of the conditions are satisfied or waived, at the effective time of the mergers:

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Berry Plastics Acquisition Corporation XVI, a Delaware corporation and a direct, wholly owned subsidiary of Berry Plastics Corporation, itself a Delaware corporation and a direct, wholly owned subsidiary of Berry, will merge with and into AEP, with AEP surviving (we refer to this as the “First-Step Merger”); and

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thereafter, AEP, as survivor of the First-Step Merger, will merge with and into Berry Plastics Acquisition Corporation XV, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Berry Plastics Corporation, with Berry Plastics Acquisition Corporation XV, LLC surviving as a direct, wholly owned subsidiary of Berry Plastics Corporation (we refer to this as the “Second-Step Merger” and, together with the First-Step Merger, as the “mergers”).

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What AEP Stockholders Will Receive in the Mergers (page [____])

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 exceptions (including the Alternative Funding Election) and proration procedures discussed below, 2.5011 shares of Berry common stock or $110.00 in cash.

The total number of shares of AEP common stock (including shares of restricted stock, but excluding cancelled shares and 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 or 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 following proration procedures:

Proration Adjustment if Cash Consideration is Oversubscribed

Berry common stock consideration may be issued to AEP stockholders who make cash elections if the cash election is oversubscribed, which will occur if the number of shares of AEP common stock that elect to receive the cash consideration (the “cash election shares”) exceeds 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, which we refer to as the “cash conversion number”). In the event the cash elections are oversubscribed:

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all shares of AEP common stock held by AEP stockholders for which such stockholders elect to receive the stock consideration (which we refer to as the “stock election shares”) and shares of AEP common stock held by AEP stockholders who make no election to receive the cash consideration or the stock consideration in the mergers, whose elections are not received by Berry by the election deadline, or whose forms of election are improperly completed, revoked and/or are not signed, will be deemed not to have made an election (which we refer to as “non-election shares”) and will be converted into the right to receive the stock consideration; and

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all cash election shares will be converted into the right to receive:

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the cash consideration for a number of shares of AEP common stock equal to the product obtained by multiplying (i) the number of cash election shares held by such AEP stockholder by (ii) a fraction, the numerator of which is the cash conversion number and the denominator of which is the aggregate number of cash election shares; and

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stock consideration for the remaining number of such AEP stockholder’s shares for which such holder made a cash election.

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Proration Adjustment if Cash Consideration is Undersubscribed

Cash consideration may be issued to AEP stockholders who make stock elections if the cash conversion number is undersubscribed, which will occur if the number of cash election shares is less than the cash conversion number. The amount by which the number of cash election shares is less than the cash conversion number is referred to herein as the “shortfall number.”

If the cash conversion number is undersubscribed, then all AEP stockholders making a cash election will receive cash consideration for all shares of AEP common stock as to which they made a cash election. AEP stockholders making a stock election, AEP stockholders who make no election and AEP stockholders who failed to make a valid election will receive cash and/or Berry common stock based in part on whether the shortfall number is less or greater than the number of non-election shares, as described below.

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Scenario 1: shortfall number is less than or equal to the number of non-election shares.   If the shortfall number is less than or equal to the number of non-election shares, then:

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an AEP stockholder making a cash election will receive the cash consideration for each share of AEP common stock as to which he, she or it made a cash election;

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an AEP stockholder making a stock election will receive the stock consideration for each share of AEP common stock as to which he, she or it made a stock election; and

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an AEP stockholder who made no election or who did not make a valid election with respect to any of his, her or its shares of AEP common stock will receive:

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the cash consideration in respect of the number of such holder’s non-election shares equal to the product of  (i) the number of non-election shares held by such holder and (ii) a fraction, the numerator of which is the shortfall number and the denominator of which is the total number of non-election shares, and

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the stock consideration in respect of such holder’s remaining non-election shares.

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Scenario 2: shortfall number exceeds the number of non-election shares.   If the shortfall number exceeds the number of non-election shares, then:

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an AEP stockholder making a cash election will receive the cash consideration for each share of AEP common stock as to which he, she or it made a cash election;

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an AEP stockholder who made no election or who did not make a valid election will receive the cash consideration for each share of AEP common stock for which he, she or it made no election or did not make a valid election; and

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an AEP stockholder making a stock election will receive:

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the cash consideration in respect of the number of such holder’s stock election shares equal to the product obtained by multiplying (i) the number of shares of AEP common stock with respect to which such AEP stockholder made a stock election by (ii) a fraction, the numerator of which is equal to the amount by which the shortfall number exceeds the number of non-election shares and the denominator of which is equal to the total number of stock election shares; and

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stock consideration with respect to the remaining shares of AEP common stock held by such AEP stockholder as to which he, she or it made a stock election.

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Alternative Funding Election

In the event that all conditions to the closing have been or are capable of being satisfied and AEP provides written notice to Berry that there is a parent material adverse effect (as defined in the merger agreement) or that the written tax opinion that the mergers will be treated as a “reorganization” for U.S. federal income tax purposes required to be delivered to AEP in connection with the mergers cannot be delivered, Berry may elect in its sole discretion to pay the merger consideration solely in cash. 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 (including shares of restricted stock and shares underlying options and performance units, but excluding cancelled shares and dissenting shares) shall be exchanged for $110.00 in cash, notwithstanding any election otherwise.

Under the merger agreement, a “parent material adverse effect” means, with regard to Berry, any condition, change, event, occurrence, development, circumstance or effect that, individually or in the aggregate with other such conditions, changes, events, occurrences, developments, circumstances or effects, (i) has had or is reasonably likely to have a material adverse effect on the business, results of operations or condition (financial or otherwise) of Berry and its subsidiaries, taken as a whole, subject to certain exceptions, or (ii) would, individually or in the aggregate, reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of the mergers and related transactions by Berry. See “The Merger Agreement — Definition of Material Adverse Effect.”

Treatment of AEP’s Restricted Stock, Options and Performance Units (page [____])

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.

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.

Performance Units:   At the effective time of the mergers, the vesting conditions or restrictions applicable to each outstanding 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 or as provided below. For performance units subject to a performance condition, the number of performance units in respect of the performance period as in effect immediately prior to the effective time of the mergers 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.

Recommendations of AEP Board of Directors; AEP’s Reasons for the Mergers (page [____])

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 DGCL and the DLLCA, are fair to, advisable and in the best interests of AEP and AEP stockholders. The AEP board of directors unanimously recommends that AEP stockholders vote “FOR” the adoption of the merger agreement. In reaching its determination, the AEP board of directors considered a number of factors, which are 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 [____]. Because of the wide variety of factors considered, the AEP board of directors did not believe it practicable, nor did it attempt, to quantify or otherwise assign relative weight to the specific factors it considered in reaching its decision.

The AEP board of directors also unanimously recommends that you vote “FOR” approval of the advisory compensation proposal and “FOR” approval of the adjournment proposal.

Interests of Certain Directors and Executive Officers of AEP in the Mergers (page [____])

AEP’s executive officers and directors may have interests in the mergers that are in addition to or different from your interests as a stockholder. 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 be approved by the stockholders of AEP. As described in more detail below, these interests potentially include:

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Acceleration of Vesting of Equity Awards.   AEP’s executive officers and directors have previously been granted equity awards under AEP’s equity incentive plans. These equity awards will generally vest and become payable in connection with the mergers. The aggregate value of the unvested equity awards held by AEP’s nine executive officers and five directors is approximately $14.03 million, assuming the effective date of the mergers is on August 31, 2016 with a per share value of $110.69 (the average closing price of AEP common stock over the first five (5) business days following the public announcement of the mergers).

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Severance Benefits.   Certain of AEP’s executive officers have entered into employment agreements with AEP which provide for severance payments upon a termination of employment other than for cause or the executive officer’s resignation with good reason or for any reason within thirty (30) days following a change in control of AEP, such as the change in control contemplated by the mergers. The employment agreements provide for a cash payment equal to two times the sum of  (i) the executive officer’s base salary and (ii) the executive officer’s bonus earned for, among other things, the fiscal year immediately preceding the termination event. Two of AEP’s executive officers have not entered into employment agreements and are eligible for severance benefits under AEP’s Severance Pay Plan upon an involuntary termination of employment. The Severance Pay Plan provides for a cash payment equal to one week’s base salary for each year of the executive’s service with AEP. In addition, these two executive officers are eligible for retention bonuses that are payable on the date that is nine months after the closing. The executive officers are also eligible for a pro-rated bonus for the year in which the termination of employment occurs. The aggregate value of the severance, retention and pro-rated bonus amounts potentially payable to the nine executive officers is approximately $13.86 million, assuming the effective date of the mergers and the qualifying termination of employment occurred on August 31, 2016.

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Fiscal Year 2017 AEP Equity Awards.   Under the merger agreement, for fiscal year 2017 AEP may grant its directors awards of restricted stock in the ordinary course consistent with past practice. In addition, AEP may grant performance units to the executive officers, other than Messrs. Noll and Rafferty, in a manner consistent with the methodology and vesting criteria used for the fiscal year 2016 grants. The aggregate grant date fair value of the 2017 performance units will not exceed $3.4 million. The 2017 performance unit grants will be 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 and prorated for the period through the effective time.

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2017 Management Incentive Plan.   Under the merger agreement, AEP may grant annual bonus awards under AEP’s Management Incentive Plan in respect of fiscal year 2017. Immediately prior to the closing, each participant will be paid his or her bonus, prorated through the date of the closing based on the financial performance of AEP through the most recently completed fiscal month.

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Indemnification and Insurance.   The merger agreement provides that certain indemnification and insurance arrangements for AEP’s current officers and directors will be continued for six years after the completion of the transactions.

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See the section of this document entitled “Proposal 1 — The Mergers — Interests of Certain Directors and Executive Officers of AEP in the Mergers” beginning on page [____] for a more detailed description.

Opinion of AEP’s Financial Advisor (page [____])

In connection with the mergers, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), AEP’s financial advisor, delivered to the AEP board of directors its oral opinion (which was subsequently confirmed in writing), as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by holders of AEP common stock (other than cancelled shares and dissenting shares). The full text of the written opinion, dated August 24, 2016, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this proxy statement/

prospectus and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to the AEP board of directors (in its capacity as such) for the benefit and use of the AEP board of directors in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the mergers and no opinion or view was expressed as to the relative merits of the mergers in comparison to other strategies or transactions that might be available to AEP or in which AEP might engage or as to the underlying business decision of AEP to proceed with or effect the mergers. BofA Merrill Lynch’s opinion does not address any other aspect of the mergers and does not constitute a recommendation to any stockholder as to how to vote, which form of merger consideration to elect, if at all, or how to act in connection with the proposed mergers or any related matter.

Regulatory Approvals (page [____])

On November 2, 2016, the U.S. Federal Trade Commission notified Berry and AEP that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), was granted, effective immediately. Therefore, the closing condition to the mergers in the merger agreement relating to the expiration or termination of the waiting period applicable to the mergers under the HSR Act has been satisfied.

Debt Financing Commitments (page [____])

In connection with the merger agreement, Berry Plastics Corporation has obtained financing commitments for a seven-year first priority, senior secured incremental term loan credit facility in an aggregate principal amount of up to $500 million. Those commitments expire on February 24, 2017 subject to extension under certain circumstances to May 24, 2017, at which point the commitments expire unless the lenders agree to extend their commitments.

Voting Agreement (page [____])

In connection with the execution of the merger agreement, certain stockholders of AEP owning approximately 21.5% of the shares of AEP common stock outstanding as of the record date executed voting agreements with Berry pursuant to which they agreed, among other things and subject to certain exceptions, to vote, or cause or direct to be voted, all of the shares of AEP common stock beneficially owned by them in favor of adoption of the merger agreement and the 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.

Issued Berry Shares Will be Eligible for Trading (page [____])

Unless Berry has made the Alternative Funding Election and the closing of the mergers occurs within twenty (20) business days following the date on which AEP receives notice from Berry that Berry is making an Alternative Funding Election (the “Alternative Funding Election Period”), the shares of Berry common stock to be issued upon completion of the mergers will be eligible for trading on the NYSE immediately following the effective time of the mergers.

Conditions to the Mergers (page [____])

The respective obligations of Berry and AEP to consummate the mergers are subject to the satisfaction or waiver, on or before the effective time of the mergers, of a number of conditions, including:

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the approval by AEP’s stockholders of the merger agreement by the required vote;

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no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority will be in effect enjoining, restraining, preventing or prohibiting consummation of the mergers or making the consummation of the mergers illegal and no governmental authority has instituted any legal proceeding before any governmental authority of competent jurisdiction seeking to restrain, enjoin or otherwise prohibit the consummation of the mergers;

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the expiration of all waiting periods (including extensions) applicable to the mergers under the HSR Act;

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unless Berry has made the Alternative Funding Election, the continued effectiveness of the Registration Statement on Form S-4 of which this proxy statement/prospectus is a part;

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unless Berry has made the Alternative Funding Election, the approval, subject only to official notice of issuance, by the NYSE of the listing of the shares of Berry common stock to be issued in the mergers on the NYSE;

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the receipt by Berry of an opinion from Berry’s legal counsel, and unless Berry has made the Alternative Funding Election, the receipt by AEP of an opinion from AEP’s legal counsel, that the mergers qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

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the continued accuracy of the party’s representations and warranties contained in the merger agreement, subject to certain specified materiality standards;

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compliance with covenants contained in the merger agreement; and

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the absence of any “company material adverse effect” or “parent material adverse effect” as each term is defined in the merger agreement and described in “The Merger Agreement — Conditions to the Mergers” and “The Merger Agreement — Definition of  ‘Material Adverse Effect.’”

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We cannot be certain when, or if, the conditions to the mergers will be satisfied or waived, or that the mergers will be completed on the terms and conditions as provided in the merger agreement or at all.

No Solicitation (page [____])

As more fully described in this proxy statement/prospectus and in the merger agreement, and subject to certain exceptions summarized below, AEP has agreed not to, among other things, initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to, or engage or participate in any negotiations concerning, or provide confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to a takeover proposal, as such term is defined in the merger agreement. Notwithstanding these restrictions, the merger agreement provides that, prior to the receipt of the required approval of AEP’s stockholders, AEP may participate in discussions or negotiations regarding an acquisition proposal or furnish nonpublic information regarding AEP in response to an unsolicited takeover proposal if the AEP board of directors concludes in good faith (in accordance with the merger agreement and after consultation with AEP’s outside legal counsel and financial advisors) that the takeover proposal is or could reasonably be expected to result in a Superior Proposal (as such term is defined in the merger agreement), if the AEP board of directors (after consultation with AEP’s outside legal counsel) determines in good faith that failure to take such actions would be inconsistent with the directors’ fiduciary duties under applicable law. For a more complete summary of AEP’s non-solicitation obligations, see “The Merger Agreement — Covenants and Agreements — No Solicitation; Takeover Proposals by Third Parties” on page [____].

Termination (page [____])

Berry or AEP may mutually agree at any time to terminate the merger agreement without completing the mergers, even if the AEP stockholders have approved the merger agreement. In addition, the merger agreement may be terminated:

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by either of Berry or AEP, in the event that the mergers have not been consummated on or before February 24, 2017 (as may be extended, the “end date”), which date may be extended upon written notice from either party to August 24, 2017 in the event that the only closing condition not yet satisfied (other than those conditions that are, by their nature, to be satisfied at closing) is the expiration of all waiting periods (including extensions) applicable to the mergers under the HSR Act and any other applicable antitrust laws, so long as the party terminating was not the primary cause of the failure to consummate by such date and so long as Berry has not made the Alternative Funding Election;

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by either Berry or AEP, in the event that any governmental authority has imposed any restraint that would prohibit the consummation of the mergers, and such the imposition of such restraint has become final and nonappealable, so long as the restraint was not primarily due to the failure of the terminating party to perform its obligations under the merger agreement;

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by either Berry or AEP, in the event that the meeting of AEP stockholders was duly convened and final vote taken and the required approval of AEP stockholders was not obtained;

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by either Berry or AEP, upon the other party’s breach or failure to perform any of its representations, warranties, covenants or agreements set forth in the merger agreement, if such breach or failure to perform would result in the inability to satisfy the closing conditions related to the accuracy of the party’s representations and warranties and performance of covenants, subject to certain specified materiality standards, but only if such breach has not been cured prior to the earlier of the end date or thirty (30) days after the terminating party has provided notice of breach and if the terminating party is not then in breach of any of its representations, warranties, covenants or agreements that would result in the inability to satisfy the closing conditions related to the accuracy of the party’s representations and warranties and performance of covenants, subject to certain specified materiality standards;

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by Berry, at any time prior to the receipt of the required approval of AEP’s stockholders, if the AEP board of directors makes a company adverse recommendation change, as defined in the merger agreement; and

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by AEP, at any time prior to the receipt of the required approval of AEP’s stockholders, in order to enter into a definitive agreement with respect to a Superior Proposal, as defined in the merger agreement.

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Termination Fee (page [____])

If either party terminates the merger agreement in the event that the meeting of AEP stockholders was duly convened and final vote taken and the required approval of AEP stockholders was not obtained, or if Berry terminates as a result of fraud or willful and material breach by AEP of its representations, warranties, covenants or agreements in the merger agreement, AEP shall reimburse Berry for its expenses in an amount not to exceed $5 million.

If AEP terminates as a result of fraud or willful and material breach by Berry of its representations, warranties, covenants or agreements in the merger agreement, Berry shall reimburse AEP for its expenses in an amount not to exceed $5 million.

If, prior to the receipt of the required approval of AEP’s stockholders, either Berry terminates after an adverse recommendation change by the AEP board of directors, or AEP terminates in order to enter into a definitive agreement with respect to a Superior Proposal, AEP shall pay Berry the termination fee of  $20 million.

If either party terminates due the failure to consummate the mergers by the end date, as such may be extended, or because the meeting of AEP stockholders was duly convened and a final vote taken and the required approval of AEP stockholders was not obtained, and if prior to such termination a takeover proposal, as such term is defined in the merger agreement, shall have been publicly disclosed and not publicly withdrawn within fifteen (15) days, and within twelve (12) months of such termination AEP consummates the transactions contemplated by the takeover proposal, AEP shall pay Berry the termination fee of  $20 million.

Accounting Treatment of the Mergers (page [____])

The mergers will be accounted for as a purchase transaction in accordance with United States generally accepted accounting principles (“GAAP”).

Appraisal Rights of AEP Stockholders (page [____])

AEP stockholders of record have appraisal rights under the DGCL in connection with the mergers.

AEP stockholders who do not vote in favor of the adoption of the merger agreement and who otherwise comply with applicable provisions of Section 262 of the DGCL will be entitled to exercise appraisal rights thereunder. Any shares of AEP common stock held by an AEP stockholder as of the record date who has not voted in favor of the adoption of the merger agreement and who has demanded appraisal for such shares in accordance with the DGCL will not be converted into a right to receive the merger consideration, unless such AEP stockholder fails to perfect, withdraws or otherwise loses such stockholder’s appraisal rights under the DGCL. If, after the consummation of the mergers, such holder of AEP common stock fails to perfect, withdraws or otherwise loses his, her or its appraisal rights, each such share will be treated as if it had been converted as of the consummation of the mergers into a right to receive the merger consideration. The relevant provisions of the DGCL are included as Annex D to this proxy statement/prospectus.

Rights of Stockholders After the Mergers (page [____])

Following completion of the mergers, AEP stockholders who receive stock consideration will become Berry stockholders, and their rights then will be governed by Berry’s Amended and Restated Certificate of Incorporation (the “Berry Certificate”) and Berry’s Amended and Restated Bylaws (the “Berry Bylaws”), which may vary materially from the rights of AEP stockholders under the Restated Certificate of Incorporation of AEP (the “AEP Certificate”) and the Seventh Amended and Restated By-laws of AEP (the “AEP Bylaws”). Each of Berry and AEP is organized under Delaware law. To review the differences in the rights of stockholders under each company’s governing documents, see “Comparison of the Rights of Stockholders” beginning on page [____].

United States Federal Income Tax Consequences of the Mergers (page [____])

Berry and AEP expect the mergers to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for United States federal income tax purposes. If the mergers so qualify, AEP stockholders will not recognize any gain or loss for United States federal income tax purposes 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 mergers, including all AEP stockholders in the event that Berry makes the Alternative Funding Election and the mergers are consummated, will recognize gain or loss in an amount equal to the 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 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 the 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.

Berry Recent Development (page [____])

On September 30, 2016, Berry announced the election of Thomas E. Salmon as its President and Chief Operating Officer, effective as of October 3, 2016. Mr. Salmon joined Berry in 2007 with Berry’s acquisition of Covalence Specialty Materials where he had led the Adhesives Division for four years. From 2007-14, he served as President of Berry’s Engineered Materials Division, prior to being appointed President of Berry’s Rigid Closed Top Division in 2014 and President of Berry’s Consumer Packaging Division in 2015. Before joining Covalence, Mr. Salmon was General Manager of Honeywell Plastics and Global Sales Director for Allied Signal’s Engineering Plastics and Films. He began his career with General Electric and held a variety of commercial positions during his 12 years in General Electric’s Plastics and Lighting divisions.

Additionally, on September 30, 2016, Berry announced that its Chairman and Chief Executive Officer, Jonathan D. Rich, has advised the Berry board of directors of his intention to retire as Chief Executive Officer in February, 2017. Mr. Rich will continue to serve as Executive Chairman of the Berry board of directors.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BERRY

The following table summarizes selected historical consolidated financial data of Berry for the periods and as of the dates indicated. This information has been derived from Berry’s consolidated financial statements filed with the SEC. Historical financial data as of and for the three quarterly periods ended July 2, 2016 and June 27, 2015 are derived from unaudited financial statements and include, in management’s opinion, all normal recurring adjustments considered necessary to present fairly the results of operations and financial condition of Berry. The operating results for the three quarterly periods ended July 2, 2016 are not necessarily indicative of the results that may be expected for the full year ending October 1, 2016. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.” Results for past periods are not necessarily indicative of results that may be expected for any future period.

(1)

Includes a goodwill impairment charge of  $165 million in fiscal 2011.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AEP

The following table summarizes selected historical consolidated financial data of AEP for the periods and as of the dates indicated. This information has been derived from AEP’s consolidated financial statements filed with the SEC. Historical financial data as of and for each of the nine-month periods ended July 31, 2016 and 2015 are derived from unaudited financial statements and include, in management’s opinion, all normal recurring adjustments considered necessary to present fairly the results of operations and financial condition of AEP. The operating results for the nine months ended July 31, 2016 are not necessarily indicative of the results that may be expected for the full year ending October 31, 2016. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.” Results for past periods are not necessarily indicative of results that may be expected for any future period.

(1)

Fiscal year 2014 included $2.1 million in business interruption insurance recoveries resulting from damages sustained in the relocation of equipment purchased from Transco Plastics Industries Ltd. in Quebec, Canada to AEP’s Bowling Green, Kentucky facility.

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(2)

Fiscal years 2013, 2012 and 2011 included a gain on bargain purchase of a business of  $1.0 million, $17,000 and $8.3 million, respectively.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following tables set forth unaudited pro forma condensed consolidated financial information of Berry as of and for the three quarterly periods ended July 2, 2016 and for the fiscal year ended September 26, 2015 and have been derived by application of pro forma adjustments to Berry’s audited and unaudited historical consolidated financial statements incorporated by reference in this proxy statement/​prospectus.

Berry completed its acquisition of AVINTIV Inc. (“AVINTIV”) on October 1, 2015. To finance the purchase, Berry issued $400 million aggregate principal amount of 6.0% second priority senior secured notes due 2022 and obtained a $2.1 billion term loan due 2022. AVINTIV’s results have been included in Berry’s consolidated results since the date of acquisition. The unaudited pro forma condensed consolidated financial information utilizes the historical financial information for AVINTIV’s consolidated financial statements as of and for the fiscal year ended December 31, 2014 and for the three quarterly periods ended September 30, 2015 and September 27, 2014 incorporated by reference in this proxy statement/prospectus to derive the operating results of AVINTIV for the fiscal year ended September 26, 2015. To finance the AEP transaction, these pro forma statements assume a new $450 million term loan that bears interest at LIBOR plus 2.75% per annum with a LIBOR floor of 1.00%. The unaudited pro forma condensed consolidated financial information utilizes the historical financial information for AEP’s consolidated financial statements for the fiscal year ended October 31, 2015 and for three quarterly periods ended July 31, 2016 incorporated by reference in this proxy statement/prospectus.

Historical AEP period end dates for the three quarterly periods and fiscal year ended, used for the purposes of the pro forma analysis, are July 31, 2016 and October 31, 2015, respectively. The assumption has been made that these periods equate to the three quarterly periods ended July 2, 2016 and the fiscal year ended September 26, 2015, respectively of Berry. No other adjustments have been made related to a difference in period between historical AEP and historical Berry. Additionally, certain amounts from AEP’s historical financial statements have been rounded to conform to Berry’s presentation, which presents all amounts in millions of dollars.

The unaudited pro forma condensed consolidated balance sheet gives effect to the mergers with AEP as if they had occurred on July 2, 2016.

The unaudited pro forma condensed consolidated statements of operations give effect to the acquisition of AVINTIV and the mergers with AEP as if they had occurred on the first day of fiscal 2015.

The unaudited pro forma condensed consolidated financial information includes adjustments directly attributable to each transaction that are expected to have a continuing impact on Berry. The pro forma adjustments are described in the notes accompanying the unaudited pro forma condensed consolidated financial information. The pro forma adjustments are based upon available information and certain assumptions Berry believes are reasonable.

The acquisition of AEP will be accounted for using the purchase method of accounting. The final purchase accounting allocations will be finalized at a later date and will depend on a number of factors, including the final valuation of the tangible and identifiable intangible assets acquired and liabilities assumed. The actual fair value of assets acquired, liabilities assumed and resulting goodwill may differ significantly from the adjustments set forth in the unaudited pro forma condensed consolidated financial information fair value analysis.

The unaudited pro forma condensed consolidated financial information does not purport to represent what Berry’s results of operations and financial condition would have been had the acquisition of AVINTIV and the acquisition of AEP actually occurred as of the dates indicated, nor does it project Berry’s results of operations for any future period or Berry’s financial condition at any future date.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and historical consolidated financial statements included elsewhere or incorporated by reference in this document.

Berry Plastics Group, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of July 2, 2016
($ in millions)

Berry Plastics Group, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations
Fiscal Year Ended September 26, 2015
($ in millions, except per share amounts)

Berry Plastics Group, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations
Three Quarterly Periods Ended July 2, 2016
($ in millions, except per share amounts)

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Description of Transactions

On August 24, 2016, Berry entered into a definitive merger agreement to acquire all of the outstanding shares of AEP in a cash and stock transaction. Aggregate consideration is estimated to be $735 million, including AEP’s net debt. AEP is a leading manufacturer of flexible plastic packaging films in North America. AEP manufactures and markets a diverse line of flexible plastic packaging products for consumer, industrial, and agricultural applications. Headquartered in Montvale, New Jersey, AEP operates 14 manufacturing facilities in the United States and Canada and has approximately 2,600 employees. As a portion of the consideration is payable in shares of Berry common stock based on a fixed conversation factor, the aggregate consideration is subject to change as Berry common stock may fluctuate. See the “Risk Factors” section beginning on page [__].

In October 2015, Berry acquired AVINTIV for a net purchase price of  $2.26 billion. AVINTIV is one of the world’s leading developers, producers, and marketers of nonwoven specialty materials used in hygiene, infection prevention, personal care, and high-performance solutions.

Basis of Presentation

Historical AEP period end dates for the three quarterly periods and fiscal year ended, used for the purposes of the pro forma analysis, are July 31, 2016 and October 31, 2015, respectively. The assumption has been made that these periods equate to the three quarterly periods ended July 2, 2016 and the fiscal year ended September 26, 2015, respectively of Berry. No other adjustments have been made related to a difference in period between historical AEP and historical Berry. Additionally, certain amounts from AEP’s historical financial statements have been rounded to conform to Berry’s presentation, which presents all amounts in millions of dollars. All tabular amounts in the notes are denominated in millions of dollars.

The unaudited pro forma condensed consolidated financial information was prepared using the purchase method of accounting and was based on the historical financial statements of Berry, AEP, and AVINTIV and has been prepared to illustrate the effects of the acquisition of AVINTIV and the mergers with AEP as if they occurred on the first date of the period presented. The results of the Companhia Providência and Dounor SAS acquisitions have been included in AVINTIV’s operations since June 11, 2014 and March 25, 2015, respectively. However, no pro forma adjustments have been made as these acquisitions were not considered significant per Regulation S-X.

The purchase method of accounting uses fair value concepts for purposes of measuring the estimated fair value, where applicable, of the assets acquired and the liabilities assumed as reflected in the unaudited pro forma condensed consolidated financial information. Berry has applied the guidance in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Under ASC 805, Business Combinations, acquisition-related transaction costs and acquisition-related restructuring charges are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. The AEP purchase price allocation used in the pro forma analysis is preliminary, and the actual purchase price allocations could be materially different than what is presented.

Accounting Policies

Upon consummation of the transaction, Berry will review AEP’s accounting policies. As a result of that review, Berry may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the pro forma condensed consolidated financial statements. At this time, other than the accounting for inventory under the LIFO method and the classification of shipping and handling costs, Berry is not aware of any differences that would have a material impact on the pro forma condensed consolidated financial statements.

Balance Sheet

(1)

As of October 1, 2016, Berry had completed its purchase price allocation of AVINTIV. The final purchase price allocation of AVINTIV is as follows:

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(a)

This adjustment reflects a reclass of spare parts inventory to conform to Berry’s historical classification.

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(b)

This adjustment represents the recording of a change in the prior estimate of the purchase price settlement receivable. The amount is subject to an ongoing arbitration process.

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(c)

This adjustment reflects the deferred tax impact of recording the final AVINTV purchase accounting entries.

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(d)

This adjustment reflects the true up of the currency impact of the pushdown of the final purchase price allocation to the applicable reporting unit.

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(e)

This adjustment reflects the net goodwill impact of the purchase accounting entries described in (a) – (d).

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(f)

This adjustment reflects the net cash outflows expected upon the closing of the AEP transaction. Under the structure of the merger agreement, Berry will acquire all of the outstanding shares of AEP in a cash and stock transaction. Each existing AEP stockholder can elect to receive either $110.00 in cash or 2.5011 shares of Berry’s common stock per AEP share, assuming a Berry share price of  $43.98, subject to an overall 50/50 proration to ensure that 50% of the total outstanding AEP shares are exchanged for the cash consideration. As of the time of the announcement there were approximately 5.3 million shares of AEP fully diluted stock outstanding, including 230 thousand from AEP equity awards that will be fully vested upon completion of the mergers. An increase or decrease of  $1 per share of Berry stock would increase or decrease the purchase price and the equity in Berry transferred to the AEP stockholders by approximately $6.7 million. The structure of the deal is estimated to be:

​

AEP has called $75 million aggregate principal amount of its 8.25% senior notes due 2019 (which we refer to as the 8.25% Notes) for redemption on October 13, 2016. In addition to the cash consideration described above, Berry expects to repay all of AEP’s 8.25% Notes that remain outstanding at a price of 102.063% of aggregate principal amount. Taken together, this results in total cash outflows of:

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 100% of the merger consideration in cash, subject to certain conditions (the “Alternative Funding Election”). If Berry were to make the Alternative Funding

Election in connection with the completion of the mergers, the outstanding indebtedness of Berry would increase by $293 million and the total cash outflows would increase by the same amount and the equity delivered would not occur and the equity would decrease by $293 million.

(g)

This adjustment relates to the step-up of inventory to fair value ($7 million) based on Berry’s preliminary valuation analysis, plus the elimination of the historical LIFO reserves ($21 million) since Berry will account for all inventory under a first in first out method prospectively.

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(h)

This adjustment reflects the deferred tax impact from recording the debt extinguishment and preliminary valuation adjustments listed below, and to conform historical AEP presentation to match that of Berry by reclassing the historical current asset ($3 million) to net against the total liability calculated below:

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(i)

This adjustment relates to the write up of fixed assets ($13 million) to fair value based on Berry’s preliminary estimates.

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(j)

This adjustment reflects Berry’s allocation of the excess of the proceeds over the net assets acquired to goodwill and estimated intangible assets ($250 million) based on Berry’s preliminary valuation analysis. The final purchase price allocation may differ significantly from the preliminary valuation analysis. Accordingly, the allocation described below is subject to change.

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(i)

Includes $21 million from the elimination of historical LIFO reserves, plus $7 million step up of inventory to fair value

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(ii)

Plus $13 million step up of fixed assets to fair value

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Berry’s preliminary estimated fair value of intangible assets, which consisted of finite-lived customer relationships, patented technology, and a trade name, is $250 million. The preliminary valuation was determined using an income approach methodology using the multi-period excess earnings method. The weighted average estimated useful life of the intangible assets was considered to be approximately 8 years, determined based upon historical acquisition experience of Berry, economic factors, and expected future cash flows. Intangible assets and goodwill attributable to AEP are as follows:

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(k)

This adjustment reflects the incurrence of the debt to finance the mergers and repayment of a portion of historical AEP debt assumed as part of the mergers.

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(l)

This net adjustment reflects the elimination of AEP’s historical equity plus the estimated capital value of the Berry shares issued to complete the purchase:

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Statement of Operations

(2)

The statement of operations for the periods presented have been derived from the historical financial statements of AVINTIV.

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