UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 2, 2012


Commission File Number	Exact name of registrant as specified in its charter; State or other jurisdiction of incorporation; Address of principal executive offices; and Registrant’s telephone number including area code	IRS Employer Identification Number

333-173712	BWAY PARENT COMPANY, INC. Delaware 8607 Roberts Drive, Suite 250 Atlanta, Georgia 30350-2237 770-645-4800	27-1902348

333-172764-01	BWAY INTERMEDIATE COMPANY, INC. Delaware 8607 Roberts Drive, Suite 250 Atlanta, Georgia 30350-2237 770-645-4800	27-2594571

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On November 2, 2012, BWAY Parent Company, Inc. (the “Company”) entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture, dated as of October 26 2010 (as supplemented, waived or amended, the “Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), governing the Company’s 10.125/10.875% Senior Notes due 2015 (the “Notes”). The Company entered into the Supplemental Indenture after the receipt of consents from the requisite holders of the Notes in accordance with the terms and conditions of the Offer to Purchase and Consent Solicitation Statement dated October 16, 2012 (the “Statement”), pursuant to which the Company had solicited consents from the holders of the Notes to make certain proposed amendments to the Indenture (the “Proposed Amendments”), as reflected in the Statement and the Supplemental Indenture.

Notwithstanding that the Supplemental Indenture has become effective, the Proposed Amendments will not become operative until immediately prior to consummation of the proposed merger of BOE Merger Corporation, an affiliate of Platinum Equity, LLC, with and into the Company, with the Company as the surviving company (the “Merger”). The Proposed Amendments will cease to be operative if the Merger is not consummated or if the Total Consideration or the Tender Offer Consideration (each as defined below), as applicable, is not paid.

Item 8.01. Other Events

On November 2, 2012, the Company announced that the requisite holders of the Notes had consented to the Proposed Amendments, upon the terms and subject to the conditions set forth in the Statement.

As of 5:00 p.m., New York City time, on November 2, 2012 (the “Consent Time”), the Company had received valid consents from holders of an aggregate principal amount of $184,950,979 of the Notes. Accordingly, the Company and the Trustee entered into the Supplemental Indenture. Subject to the terms and conditions set forth in the Statement, the Company will pay eligible holders who have validly tendered and not revoked their Notes on or prior to the Consent Time a cash payment equal to $1,056.25 per $1,000 aggregate principal amount of Notes (the “Total Consideration”). The Total Consideration consists of (i) $1,046.25 per $1,000 principal amount of the Notes for which Notes were validly tendered and unrevoked in the related tender offer (the “Tender Offer Consideration”) and (ii) $10.00 per $1,000 principal amount of the Notes for which consents to the Proposed Amendments were validly delivered and unrevoked as of the Consent Time. Holders who validly tender their Notes after the Consent Time but at or prior to the Expiration Time (as defined in the Statement) will only be eligible to receive Tender Offer Consideration. The Total Consideration and the Tender Offer Consideration, as applicable, will only be payable upon the closing of the Merger.

A copy of the press release announcing the results of the tender offer and consent solicitation, entry into the Supplemental Indenture and termination of the tender offer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit No.

99.1		Press release dated November 2, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants set forth below have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 5, 2012


BWAY PARENT COMPANY, INC.

By:		/s/ Michael B. Clauer
		Michael B. Clauer
		Executive Vice President and Chief Financial Officer

BWAY INTERMEDIATE COMPANY, INC.

By:		/s/ Michael B. Clauer
		Michael B. Clauer
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press release dated November 2, 2012.

BWAY PARENT COMPANY, INC. 8-K