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): ~~October~~November 162, 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~~EmployerIdentificationNumber
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

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

OnAs ~~October~~of 5:00 p.m., New York City time, on November 162, 2012, ~~BWAY~~(the ~~Parent~~“Consent Time”), the Company had received valid consents from holders of an aggregate principal amount of $184,950,979 ~~Inc.~~of (the “Notes. Accordingly, the Company”) ~~issued~~and athe ~~press~~Trustee ~~release~~entered ~~announcing~~into the ~~launch~~Supplemental ofIndenture. aSubject ~~cash~~to ~~tender~~the ~~offer~~terms and ~~consent~~conditions ~~solicitation~~set ~~(together~~forth in the Statement, the ~~“Offer”)~~Company ~~for~~will ~~any~~pay eligible holders who have validly tendered and ~~all~~not ofrevoked ~~its~~their ~~outstanding~~Notes 10on or prior to the Consent Time a cash payment equal to $1,056.~~125%/10.875%~~25 ~~Senior~~per ~~PIK~~$1,000 ~~Toggle~~aggregate ~~Notes~~principal ~~due~~amount ~~2015~~of Notes (the “~~PIK Notes~~Total Consideration”). The ~~Offer~~Total isConsideration ~~being~~consists ~~made~~of ~~pursuant~~(i) $1,046.25 toper an$1,000 ~~offer~~principal toamount ~~purchase~~of the Notes for which Notes were validly tendered and ~~consent~~unrevoked ~~solicitation~~in ~~statement~~the related tender offer (the “Tender Offer ~~to Purchase~~Consideration”) and an(ii) $10.00 ~~accompanying~~per ~~letter~~$1,000 principal amount of ~~transmittal~~the (Notes for which consents to the ~~“Letter~~Proposed Amendments were validly delivered and unrevoked as of ~~Transmittal”)~~the Consent Time. ~~The~~Holders ~~Offer~~who tovalidly ~~Purchase and~~tender their Notes after the ~~Letter~~Consent ofTime ~~Transmittal~~but ~~sets~~at ~~forth~~or prior to the ~~complete~~Expiration ~~terms~~Time of(as defined in the ~~Offer~~Statement) ~~and~~will ~~are~~only ~~attached~~be ~~hereto~~eligible asto ~~Exhibits~~receive 99Tender Offer Consideration.1 The Total Consideration and ~~99.2~~the Tender Offer Consideration, ~~respectively~~as applicable, will only be payable upon the closing of the Merger.

~~In connection~~A ~~with~~copy ~~the~~of ~~offer to purchase,~~ the ~~Company~~press release isannouncing ~~soliciting consents to certain proposed amendments to~~ the ~~indenture~~results ~~governing~~of the ~~PIK~~tender ~~Notes~~offer toand ~~eliminate~~consent ~~substantially~~solicitation, ~~all~~entry ofinto the ~~restrictive~~Supplemental ~~covenants,~~Indenture ~~certain~~and ~~events~~termination of ~~default~~the ~~and related provisions. Holders may not~~ tender ~~their~~offer ~~PIK~~is ~~Notes~~attached ~~without~~hereto ~~delivering~~as ~~consents~~Exhibit or99.1 ~~deliver~~and ~~consents~~is ~~without~~incorporated ~~tendering~~herein ~~their~~by ~~PIK Notes~~reference.

The Offer is being made by the Company in connection with, and pursuant to the terms of, the Agreement and Plan of Merger, dated October 2, 2012, by and among the Company, BOE Intermediate Holding Corporation, BOE Merger Corporation (“Merger Sub”) and the representative named therein.

Holders of the PIK Notes that are validly tendered prior to 5:00 p.m., New York City time on November 2, 2012, unless extended or earlier terminated (the “Consent Time”) and not validly withdrawn will be eligible to receive the “Total Consideration” of $1,056.25 per $1,000 principal amount of PIK Notes. Holders of the PIK Notes that are validly tendered after the Consent Time but on or prior to the 11:59 p.m., New York City time, on November 13, 2012, unless extended or earlier terminated (the “Expiration Time”), will be eligible to receive the “Tender Offer Consideration” of $1,046.25 per $1,000 principal amount of PIK Notes, which is the total consideration less the consent payment of $10.00 per $1,000 principal amount of PIK Notes. In addition to the Total Consideration or the Tender Offer Consideration, as applicable, holders whose PIK Notes are accepted for purchase in the Offer will receive accrued and unpaid interest in cash (at the PIK interest rate) from the most recent interest payment date on the PIK Notes up to, but not including, the applicable settlement date.

The Offer contemplates an early settlement option for PIK Notes that are validly tendered and not validly withdrawn on or prior to the early settlement date, which we anticipate to be the date of the satisfaction of the conditions to the Offer. Payment for PIK Notes validly tendered and not validly withdrawn after the early settlement date and on or prior to the Expiration Time and accepted for purchase will be made promptly after the Expiration Time.

The Company’s obligation to accept for purchase and to pay for PIK Notes validly tendered and not withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in the Company’s discretion, of certain conditions, which are more fully described in the Statement, including, among others, (1) the completion of certain debt financings and (2) the closing of the merger of Merger Sub with and into the Company, with the Company as the surviving company (the “Merger”). The complete terms and conditions of the Offer are set forth in the Offer documents which are being sent to holders of PIK Notes. Holders of PIK Notes are urged to read the Offer documents carefully.

A copy of the press release announcing the launch of the Offer is attached as Exhibit 99.3 hereto and incorporated by reference herein.

Launch of Senior Notes Offering

On October 17, 2012, the Company announced, in anticipation of the Merger, that Merger Sub intends to offer $375 million aggregate principal amount of senior PIK toggle notes due 2017 (the “Senior Notes”). The obligations of Merger Sub under the Senior Notes will be assumed by the Company by operation of law upon consummation of the Merger. The net proceeds from the offering of the Senior Notes will be used to finance in part the consideration to be paid in the Merger, to refinance the Company’s existing indebtedness in connection with the Merger (including the PIK Notes) and to pay fees and expenses related to the Merger and the associated financings.

A copy of the press release announcing the launch of the Senior Notes offering is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
99.1		Offer to Purchase and Consent Solicitation Statement, dated October 16, 2012.
99.2		Letter of Transmittal, dated October 16, 2012.
99.3		Press release related to the PIK Notes tender offer, dated October 16, 2012.
99.4		Press release related to the launch of the Senior Notes offer, dated October 17, 2012.


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: ~~October~~November 185, 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		~~Offer~~Press torelease ~~Purchase and Consent Solicitation Statement,~~ dated ~~October~~November 162, 2012.
99.2		Letter of Transmittal, dated October 16, 2012.
99.3		Press release related to the PIK Notes tender offer dated October 16, 2012
99.4		Press release related to the launch of the New PIK Notes offer dated October 17, 2012.

Filing Compare · BWAY PARENT COMPANY, INC.