UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the

Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): November 230, 2012

Commission File Number	~~Registrant~~Exact ~~and~~name of registrant as specified in its charter; State or other jurisdiction of ~~Incorporation~~incorporation; Address of principal executive offices; and Registrant’s telephone number including area code	~~I.R.S.~~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
	(Delaware)
333-172764-01	BWAY Intermediate Company, Inc. Delaware 8607 Roberts Drive, Suite 250 Atlanta, Georgia 30350-2237 770-645-4800	27-2594571
333-172764-01	BWAY Intermediate Company, Inc.	27-2594571
	(Delaware)
8607 Roberts Drive, Suite 250 Atlanta, Georgia		30350-2237
(Address of principal executive offices)		(Zip Code)

~~(770)~~Check ~~645~~the appropriate box below if the Form 8-~~4800~~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):

(Registrant’s telephone number)

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:

¨	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~~into a Material Definitive Agreement.

On November 530, 2012, BWAY ~~Parent Company~~Corporation, ~~Inc.~~a ~~(the~~Delaware corporation (“~~Company~~Buyer”), ~~completed~~entered ~~its~~into ~~merger~~a Stock Purchase Agreement (the “~~Merger~~Purchase Agreement”) ~~in connection~~ with ~~the~~LINPAC ~~acquisition~~Finance ofLimited, ~~the~~a ~~Company~~private bylimited ~~investment~~company ~~funds~~organized ~~associated with~~under ~~Platinum~~the ~~Equity,~~laws ~~LLC (“Platinum”) through a merger~~ of ~~BOE~~England ~~Merger~~and ~~Corporation~~Wales (“~~Merger Sub~~Seller”), anand ~~affiliate~~LINPAC ofGroup ~~Platinum~~Limited, ~~with~~a ~~and~~private ~~into~~limited ~~the~~company ~~Company,~~organized ~~with~~under the ~~Company~~laws ~~continuing~~of asEngland ~~the~~and ~~surviving~~Wales (“Seller ~~corporation.~~Parent” Asand atogether ~~result~~with ofSeller, ~~the Merger~~“LINPAC”), ~~the~~providing ~~Company~~for isthe ~~now~~acquisition ~~an indirect wholly-owned subsidiary of BOE Holding Corporation~~ (the “~~Holdings~~Transaction”), ~~which~~by isBuyer ~~owned~~of bycertain ~~investment~~subsidiaries ~~entities~~of ~~affiliated~~LINPAC ~~with~~that ~~Platinum~~comprise ~~and~~its ~~members~~Ropak ofPackaging division (the ~~Company’s management~~“Business”).

~~Indenture~~The purchase price is approximately $265 million, subject to customary adjustments for working capital, cash, indebtedness (including certain intercompany amounts outstanding between the Business and LINPAC) and transaction expenses. Consummation of the Transaction is subject to customary closing conditions, including without limitation (i) the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), and (ii) that there shall be no effective law or order to the effect that the Transaction may not be consummated, and that no action shall be pending or threatened or have been commenced by any governmental entity for the purpose of obtaining any such order or which otherwise seeks to restrain, make illegal or prohibit the consummation of the Transaction. Consummation of the Transaction is also subject to consent (the “Holdings Consent”) of the lenders and shareholders of LINPAC Senior Holdings Limited (“LINPAC Holdings”), the ultimate LINPAC parent entity. The directors of LINPAC Holdings have already approved the Purchase Agreement and the transactions contemplated thereby, including the Transaction, and recommended that the lenders and shareholders of LINPAC Holdings deliver the Holdings Consent.

~~New~~In addition, the Purchase Agreement provides that the closing of the Transaction shall occur on (i) the third business day following the later to ~~Notes~~occur of (A) the satisfaction or waiver of the closing conditions and (B) the earlier of (1) the final day of the Marketing Period (as defined below) and (2) the date on which Buyer delivers written notice to Seller waiving this subclause (B), or (ii) such other date as the parties to the Purchase Agreement shall agree to in writing. “Marketing Period” is defined in the Purchase Agreement, subject to the terms and conditions therein, to be the first 20 consecutive business days (as defined in the Purchase Agreement) throughout which (i) Buyer has received certain specified information to be used in connection with the financing and (ii) all mutual conditions to the obligations of Seller and Buyer to consummate the Transaction, and all such obligations of Buyer, have been satisfied and nothing shall have occurred and no condition shall exist that would cause, or would reasonably be expected to cause, any of such conditions to fail to be satisfied assuming the closing were to be scheduled at any time during such 20-business day period.

InThe ~~connection~~parties ~~with~~are ~~the~~working ~~Merger,~~to oncomplete the ~~November 5~~Transaction promptly, ~~2012,~~ ~~Merger~~but ~~Sub~~there ~~issued~~can ~~$335~~be ~~million~~no ~~aggregate~~assurance ~~principal~~that ~~amount~~the ~~of 9.50%/10.25%~~Transaction ~~senior~~will ~~PIK~~occur ~~toggle~~within ~~notes~~the ~~due~~expected ~~2017~~timeframe ~~(the~~or ~~“New~~at ~~Notes”)~~all. InIf ~~connection~~the ~~with~~Transaction ~~the~~is ~~consummation~~not ofconsummated ~~the~~by ~~Merger~~May 31, ~~the~~2013, ~~net~~subject ~~proceeds~~to ~~from~~certain ~~the~~exceptions ~~offering~~as ofprovided ~~the~~in ~~New Notes together with borrowings under~~ the ~~new term loan facility and equity~~Purchase ~~contributions~~Agreement, ~~from~~Buyer ~~Platinum~~ and ~~certain~~Seller ~~members~~each ofhave the ~~Company’s~~right, ~~management~~subject ~~were used~~ to ~~finance~~ the ~~Merger,~~terms ~~to refinance~~ and ~~repurchase~~conditions ~~certain existing indebtedness~~ of the ~~Company~~Purchase ~~and~~Agreement, ~~its subsidiaries and~~ to ~~pay~~terminate ~~related~~the ~~transaction~~Purchase ~~fees and expenses~~Agreement.

~~Immediately~~The ~~following~~Purchase ~~the~~Agreement ~~Merger~~provides onthat ~~November~~ Buyer will be required to pay Seller a reverse termination fee of $12.5, ~~2012,~~million if the ~~Company~~Purchase ~~entered~~Agreement ~~into~~is terminated by Seller or Buyer under specified circumstances. The Purchase Agreement also provides that Seller will be required to pay Buyer a ~~supplemental~~fee ~~indenture~~of $1.325 million if the Holdings Consent has not been obtained within 16 business days (as defined in the ~~“Supplemental~~ ~~Indenture”~~Purchase Agreement) ~~with~~and ~~The~~Buyer ~~Bank~~exercises its right to terminate the Purchase Agreement on account of ~~New~~the ~~York~~failure ~~Mellon~~to ~~Trust~~obtain ~~Company,~~the NHoldings Consent.A. If, aswithin ~~Trustee~~9 (months of Buyer’s termination of the ~~“Trustee”)~~Purchase Agreement for failure to obtain the ~~Indenture~~Holdings Consent, ~~dated~~LINPAC asor any of ~~November 5,~~its affiliates ~~2012,~~enters byinto ~~and~~any ~~among~~alternative ~~Merger~~transaction ~~Sub~~with ~~and~~respect to the ~~Trustee~~sale ~~(as~~of ~~supplemented,~~all or a portion of the ~~“Indenture”~~ Business (or enters into any definitive agreement with respect thereto which is ultimately consummated), ~~pursuant~~Seller will be required to ~~which~~pay Buyer an additional $11.175 million. In addition, the ~~Company~~Purchase ~~assumed~~Agreement ~~Merger~~provides ~~Sub’s~~that ~~obligations~~Buyer ~~under~~will be required to pay Seller an antitrust termination fee of $1.325 million if the ~~New~~Purchase ~~Notes~~Agreement ~~and~~is terminated by Seller or Buyer under specified circumstances related to the ~~Indenture~~HSR Act.

~~The~~ ~~Indenture~~An ~~provides~~affiliate ~~that~~of ~~the~~Buyer ~~New~~has ~~Notes~~received ~~are~~debt ~~general~~financing ~~unsecured~~commitments ~~obligations~~from ofDeutsche ~~the~~Bank ~~Company.~~Trust ~~The~~ Company ~~may redeem the New Notes at its option~~Americas, inDeutsche ~~whole~~Bank orSecurities ~~part~~Inc., atBank ~~any~~of ~~time prior to June 15~~America, ~~2014, at a price equal to 100% of the principal amount of the New Notes redeemed plus accrued and unpaid interest to the redemption date and plus the applicable premium~~N. ~~The Company may redeem the New Notes~~A., inMerrill ~~whole or in part~~Lynch, ~~on or after June 15~~Pierce, ~~2014, at the redemption prices set forth in the~~ ~~Indenture.~~Fenner & AtSmith ~~any~~Incorporated ~~time~~ and ~~from~~Goldman ~~time~~Sachs toBank ~~time~~USA ~~on or before June 15, 2014, the Company may choose~~ to ~~redeem~~provide indebt ~~the~~financing ~~aggregate~~for ~~up to 40% of~~ the ~~aggregate principal amount of the Notes at a redemption price equal to 109.50% of the face amount thereof~~Transaction, ~~plus~~subject ~~accrued and unpaid interest~~ to ~~the~~a ~~date~~number of ~~redemption~~conditions ~~with~~which ~~the~~we ~~net~~believe ~~proceeds~~are ofcustomary ~~certain~~for ~~equity~~financings ~~offerings so long as at least 50%~~ of ~~the~~this ~~original~~type ~~aggregate~~or ~~principal~~are ~~amount~~otherwise ofsimilar ~~the~~to ~~New Notes (excluding Notes held by the Company, any~~certain ~~direct~~conditions orin ~~indirect parent of~~ the ~~Company~~Purchase ~~and the Company’s subsidiaries) remain outstanding after each such redemption~~Agreement.

~~After~~Seller ~~giving~~has ~~pro forma~~made ~~effect~~various torepresentations, warranties and covenants in the ~~Merger~~Purchase Agreement, including covenants regarding the ~~offering~~conduct of the ~~New~~business ~~Notes~~of ~~and~~the ~~related~~Business ~~transactions~~prior ~~and~~to the ~~use~~consummation of ~~proceeds~~the ~~therefrom,~~Transaction. itSeller isand ~~expected~~the ~~that~~Business asare restricted from taking certain specified actions prior to the closing of ~~November~~the 5,Transaction ~~2012,~~without ~~BWAY~~the ~~Holding~~prior written ~~Company~~consent of Buyer (~~“BWAY~~which ~~Holding”)~~consent shall not be unreasonably withheld, anconditioned ~~indirect~~or ~~wholly-owned~~delayed), ~~subsidiary~~including, ~~of the~~without ~~Company~~limitation, ~~would~~incurring ~~have~~any ~~had~~third ~~between~~party ~~$31~~debt. ~~and~~Furthermore, ~~$35~~Seller ~~million~~has agreed that until the earlier of ~~restricted~~closing ~~payment~~and ~~capacity~~the ~~pursuant~~termination of tothe ~~BWAY~~Purchase ~~Holding’s~~Agreement ~~10%~~in ~~Senior~~accordance ~~Notes~~with ~~due~~its ~~2018~~terms, ~~issued~~it onshall ~~June~~not 16directly or indirectly, ~~2010.~~encourage, ~~The~~solicit, ~~approximate~~initiate ~~restricted~~or ~~payment~~engage ~~capacity~~in ~~does~~discussions ~~not~~or ~~include~~negotiations ~~restricted payments~~with, ~~that~~or ~~could~~provide beany ~~made~~information ~~using~~to, ~~the~~any ~~permitted~~person ~~investment~~(other ~~basket~~than Buyer and ~~other~~its ~~baskets~~affiliates and ~~that~~representatives), ~~limit~~concerning ~~the~~any ~~use~~merger, sale of ~~restricted~~substantial ~~payments~~assets, insale aof ~~manner~~shares ~~that~~of ~~would~~capital ~~not~~stock, ~~allow~~equity ~~proceeds~~interests ~~from~~or ~~such~~similar ~~restricted~~transactions ~~payments~~involving tothe beBusiness ~~used~~or toa ~~pay~~substantial ~~cash~~portion ~~interest~~of onthe assets of the ~~New~~Business, ~~Notes.~~or enter into any agreement with respect thereto.

~~The~~FORWARD-LOOKING ~~Indenture~~STATEMENTS contains covenants that limit the Company’s (and most of its subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred stock; (ii) pay dividends, redeem stock or make other distributions; (iii) make other restricted payments or investments; (iv) create liens on assets; (v) transfer or sell assets; (vi) create restrictions on payment of dividends or other amounts by the Company to the Company’s restricted subsidiaries; (vii) engage in mergers or consolidations; (viii) engage in certain transactions with affiliates; and (ix) designate the Company’s subsidiaries as unrestricted subsidiaries.

AThis ~~copy~~filing contains forward-looking statements within the meaning of the ~~Indenture~~Private isSecurities ~~attached~~Litigation asReform ~~Exhibit 4.1~~ Act of 1995, and are subject to ~~this~~substantial ~~Current~~risks, ~~Report~~uncertainties and assumptions. You should not place reliance on ~~Form~~these 8statements. Forward-Klooking ~~and~~statements isinclude ~~incorporated~~information concerning the proposed Transaction, including descriptions of the debt financing transactions contemplated by ~~reference~~the ~~herein~~Purchase Agreement. AThese ~~copy~~statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. These statements are based on certain assumptions that we have made in light of ~~the~~our ~~Supplemental~~experience ~~Indenture~~in isthe ~~attached~~industry as ~~Exhibit 4~~well as our perceptions of expected future developments and other factors we believe are appropriate in these circumstances.2 toAs you read and consider this ~~Current~~filing, you ~~Report~~should onunderstand ~~Form~~that 8these statements are not guarantees of performance or results, including the consummation of the proposed Transaction. Many factors could affect our actual performance and results and could cause actual results to differ materially from those expressed in the forward-Klooking statements, including uncertainties associated with the proposed sale of the Business to Buyer, the anticipated timing of filings and isapprovals ~~incorporated~~relating byto ~~reference~~the ~~herein~~requirements under the Merger Agreement, the expected timing of completion of such requirements, the ability of third parties to fulfill their obligations relating to such requirements and the ability of the parties to satisfy the closing conditions set forth in the Purchase Agreement. Please refer to our filings with the SEC for a discussion of other factors that may affect future performance or results.

~~Old~~In ~~Notes~~light of these risks, uncertainties and assumptions, the forward-looking statements contained in this document might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

InItem ~~connection with the Merger, on October 16, 2012, the Company launched a cash tender offer and consent solicitation (the “Tender Offer”) to purchase for cash any and all of the Company’s 10~~8.~~125%/10~~01.~~875%~~ ~~senior~~Other PIK toggle notes due 2015 (the “Old Notes”) and solicit consents to amend the Indenture, dated as of October 26, 2010, by and among the Company and the Trustee (the “Old Notes Indenture”) to eliminate substantially all of the restrictive covenants, certain events of default and related provisions (the “Proposed Amendments”). In connection with the Merger, on November 2, 2012, the Company entered into a supplemental indenture (the “Old Notes Supplemental Indenture”), with the Trustee to effect the Proposed Amendments, which became operative, by the terms of the Supplemental Indenture immediately prior to the Merger, as announced in the Company’s previously filed Current Report on Form 8-K on November 5, 2012. Events

On December 3, 2012, the Buyer issued a press release announcing entry into the Purchase Agreement. A copy of the ~~Old~~press ~~Notes~~release ~~Supplemental~~issued ~~Indenture~~ is attached as Exhibit 4 99.31 tohereto ~~this Current Report on Form 8-K~~ and is incorporated by reference herein.

~~Senior~~Item ~~Secured~~9.01. ~~Credit~~Financial ~~Facilities~~Statements and Exhibits

~~In connection with the Merger, BWAY Holding and certain of its subsidiaries, entered into~~ (id) ~~a senior secured term loan facility in an aggregate~~ ~~principal~~Exhibits amount of $470 million (the “Term Loan”), pursuant to a term loan credit agreement, dated as of November 5, 2012, by and among BWAY Holding, as lead borrower, BWAY Intermediate Company, Inc. a direct subsidiary of the Company (“BWAY Intermediate”), BWAY Corporation and North America Packaging Corporation, as subsidiary borrowers, the lenders party thereto from time to time, Deutsche Bank Trust Company Americas, as administrative agent, Bank of America, N.A., as syndication agent, Goldman Sachs Bank USA, as documentation agent and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Bank USA, as joint lead arrangers and (ii) a $150 million senior secured asset-based revolving credit facility, pursuant to a credit agreement, dated as of November 5, 2012, by and among BWAY Holding, as lead borrower, certain domestic subsidiaries signatories thereto, as subsidiary borrowers, BWAY Intermediate, the lenders party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent, Deutsche Bank Trust Company Americas, as co-collateral agent, Bank of America, N.A., as syndication agent, Goldman Sachs Bank USA, as documentation agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as joint lead arrangers (the “ABL Facility” and together, with the Term Loan, the “Senior Secured Credit Facilities”). The net proceeds from the Term Loan were used to finance in part the consideration paid in the Merger, to pay off BWAY Holding’s existing indebtedness in connection with the Merger and to pay fees and expenses related to the Merger and the associated financings. The Term Loan will mature on August 6, 2017 and the ABL Facility will mature on May 6, 2017.

~~The~~Exhibit ~~Term Loan amortizes in equal quarterly installments in an amount equal to 1~~No.~~00% per~~ ~~annum of the original principal amount thereof, with the remaining balance due at final maturity~~99.1 ~~Interest~~Press ~~is payable~~release ondated ~~the~~December ~~Senior Secured Credit Facilities at a rate equal to the LIBO rate or the base rate~~3, ~~plus an applicable margin~~2012.

The applicable margin on borrowings under the ABL Facility may be increased or reduced by 0.25% based on step downs based on the average availability, as a percentage of the aggregate commitments under the ABL Facility.

Up to $30 million of the ABL Facility is available for issuances of letters of credit and any such issuance of letters of credit will reduce the amount available under the ABL Facility on a dollar-for-dollar basis. BWAY Holding is required to pay a commitment fee to the lenders on the average daily unused portion of the ABL Facility at a rate of 0.50% per annum through maturity. After the first delivery of a borrowing base certificate following the first full fiscal quarter completed after the closing date, the commitment fee may be reduced by 0.25% based on a step down tied to average utilization of the commitments under the ABL Facility.

The Senior Secured Credit Facilities are guaranteed by BWAY Intermediate and each of BWAY Holding’s current and future direct and indirect wholly-owned subsidiaries (the “Guarantors”) other than (i) unrestricted subsidiaries, (ii) certain immaterial subsidiaries, (iii) foreign subsidiaries and any domestic subsidiary of a foreign subsidiary, (iv) certain holding companies of foreign subsidiaries, (v) not-for-profit subsidiaries, and (vi) any subsidiary that is prohibited by applicable law or contractual obligation from guaranteeing the Senior Secured Credit Facilities or which would require governmental approval to provide a guarantee (unless such approval has been received).

The ABL Facility is secured by a first priority security interest (subject to permitted liens and certain other exceptions) on substantially all of BWAY Holding’s, any co-borrowers’ and the Guarantors’ current assets. The ABL Facility also has a second priority lien on all fixed assets (second in priority to the liens securing the Term Loan). The Term Loan is secured by a first priority security interest (subject to permitted liens and certain other exceptions) on substantially all of BWAY Holding’s and the Guarantors’ fixed assets. The Term Loan has a second priority lien on all current assets (second in priority to the liens securing the ABL Facility).

BWAY Holding may repay all or any portion of the outstanding Term Loan at any time, and may reduce the unutilized portion of the ABL Facility in whole or in part without premium or penalty, subject to (i) redeployment costs in the case of prepayment of LIBO borrowings other than the last day of the relevant interest period and (ii) a 1.00% prepayment premium on any prepaid Term Loans in the first year after the closing date in connection with a repricing transaction.

Subject to certain exceptions and reinvestment rights, the Term Loan requires that 100% of the net cash proceeds from certain asset sales, insurance recovery and condemnation events and debt issuances and 50% (subject to step-downs based on first lien net leverage ratio) from excess cash flow for each fiscal year of BWAY Holding (commencing with the fiscal year ending September 30, 2014) must be used to pay down outstanding borrowings under the Term Loan. The ABL Facility requires that BWAY Holding and any co-borrowers repay the outstanding ABL loans (and cash-collateralize outstanding letters of credit) to the extent that such loans, unreimbursed letter of credit drawings and outstanding letters of credit exceed the line cap in an amount equal to such excess.

The Senior Secured Credit Facilities contain certain negative covenants (subject to exceptions, materiality thresholds and baskets) including, without limitation, negative covenants that limit BWAY Holding’s and its restricted subsidiaries’ ability to incur additional debt, guarantee other obligations, grant liens on assets, make loans, acquisitions or other investments, dispose of assets, make optional payments or modify certain debt instruments, pay dividends or other payments on capital stock, engage in mergers or consolidations, enter into arrangements that restrict BWAY Holding’s and its restricted subsidiaries’ ability to pay dividends or grant liens, engage in transactions with affiliates, or change fiscal year. The ABL Facility also includes a financial maintenance covenant whereby BWAY Holding must maintain a minimum fixed charge coverage ratio of 1.0 : 1.0, tested only if availability under the ABL Facility is less than the greater of 10% of the commitments under the new ABL facility and $14 million.

The Senior Secured Credit Facilities contain events of default, including, without limitation (subject to customary grace periods and materiality thresholds) events of default upon (i) the failure to make payments under the Senior Secured Credit Facilities, (ii) violation of covenants, (iii) incorrectness of representations and warranties, (iv) cross default and cross acceleration to other material indebtedness in excess of an amount to be agreed, (v) bankruptcy events, (vi) material monetary judgments in an amount in excess of an amount to be agreed (to the extent not covered by insurance), (vii) certain matters arising under the Employee Retirement Income Security Act of 1974, as amended, that could reasonably be expected to result in a material adverse effect, (viii) the actual or asserted invalidity of any material guarantees or non-perfection of security interests and (ix) the occurrence of a change of control. Upon the occurrence of certain events of default, the obligations under the Senior Secured Credit Facilities may be accelerated and under the ABL Facility, the commitments may be terminated.

A copy of the credit agreement governing the Term Loan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the credit agreement governing the ABL Facility is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 “Entry Into a Material Definitive Agreement” under the headings “Indenture” and “Senior Secured Credit Facilities” is incorporated into this Item 2.03 by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 “Entry Into a Material Definitive Agreement” under the headings “Indenture—Old Notes” is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of Registrant.

On November 5, 2012, Platinum consummated the acquisition of the Company through the Merger of Merger Sub with and into the Company. The Company is the surviving corporation in the Merger and is an indirect wholly-owned subsidiary of Holdings.

The aggregate purchase price paid for all equity securities of the Company was approximately $410.6 million. The purchase price was funded by the (i) the Term Loan, (ii) the issuance of the New Notes and (iii) equity financing from Platinum and members of the Company’s management.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2012, in connection with the Merger, each of Kenneth M. Roessler, Michael Clauer, Richard Copans, Michael Kreger and Thomas Souleles provided written notice to the Company that he was voluntarily resigning, to the extent applicable, as a director of the Company and of each of the Company’s direct and indirect subsidiaries, in each case effective as of the effective time of the Merger.

On November 5, 2012 (i) Eva M. Kalawski became the sole director of the Company and BWAY Intermediate, (ii) Eva M. Kalawski and Mary Ann Sigler became the sole directors of BWAY Holding, (iii) Eva M. Kalawski became the sole director of BWAY Corporation (“BWAY Corporation”), an indirect wholly-owned subsidiary of the Company, and of each of BWAY Corporation’s direct and indirect wholly-owned corporate subsidiaries and (vi) Eva M. Kalawski became the sole manager of SC Plastics, LLC, an indirect wholly-owned subsidiary of the Company.

In connection with the Merger and pursuant to a merger bonus agreement, each of our named executive officers who was employed with us at the closing of the Merger received a merger bonus in recognition of his efforts to consummate the Merger. The maximum amount of the merger bonus that will be paid to each of these named executive officers is as follows:

Name	Maximum Merger Bonus
Leslie L. Bradshaw	$	545,513
Michael B. Clauer	$	841,252
Kevin W. McNair	$	690,589
Michael A. Noel	$	740,544
Kenneth M. Roessler	$	5,934,590

Approximately 90% of the maximum merger bonus was paid to the named executive officers listed above by the Company following the closing of the Merger and the remaining approximately 10% of the maximum merger bonus will be paid (if at all) to such named executive officers only to the extent amounts are released from the escrow account established in connection with the Merger. If the employment of a named executive officer who received a merger bonus is terminated for any reason, the named executive officer will forfeit his right to receive any unpaid portion of the merger bonus.

Item 9.01 Financial Statements and Exhibits.

4.1 Indenture dated as of November 5, 2012, by and among Merger Sub and the Trustee

4.2 First Supplemental Indenture dated as of November 5, 2012, by and among the Company and the Trustee

4.3 First Supplemental Indenture dated as of November 2, 2012, by and among the Company and the Trustee

10.1 Term Loan Credit Agreement dated as of November 5, 2012, by and among BWAY, as lead borrower, BWAY Intermediate, BWAY Corporation and North America Packaging Corporation, as subsidiary borrowers, the lenders party thereto from time to time, Deutsche Bank Trust Company Americas, as administrative agent, Bank of America, N.A., as syndication agent, Goldman Sachs Bank USA, as documentation agent and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Bank USA, as joint lead arrangers

10.2 Credit Agreement dated as of November 5, 2012, by and among BWAY, as lead borrower, certain domestic subsidiaries signatories thereto, as subsidiary borrowers, BWAY Intermediate, the lenders party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent, Deutsche Bank Trust Company Americas, as co-collateral agent, Bank of America, N.A., as syndication agent, Goldman Sachs Bank USA, as documentation agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as joint lead arrangers

SIGNATURES

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

BWAY Parent Company, Inc.
Date: November 8, 2012	By:	/s/ Michael B. Clauer
		Michael B. Clauer Executive Vice President and Chief Financial Officer
BWAY Intermediate Company, Inc.
Date: November 8, 2012	By:	/s/ Michael B. Clauer
		Michael B. Clauer Executive Vice President and Chief Financial Officer

Dated: December 6, 2012

~~Exhibit Index~~BWAY PARENT COMPANY, INC. By: /s/ Michael B. Clauer Michael B. Clauer Executive Vice President and Chief Financial Officer

~~4.1~~BWAY ~~Indenture~~INTERMEDIATE ~~dated~~COMPANY, asINC. ofBy: ~~November~~/s/ 5,Michael ~~2012,~~B. byClauer ~~and~~Michael ~~among~~B. ~~Merger~~Clauer ~~Sub~~Executive Vice President and ~~the~~Chief ~~Trustee~~Financial Officer

~~4.2~~EXHIBIT ~~First~~INDEX ~~Supplemental Indenture dated as of November 5, 2012, by and among the Company and the Trustee~~

4.3 First Supplemental Indenture dated as of November 2, 2012, by and among the Company and the Trustee


Exhibit No.		Description

99.1		Press release dated December 3, 2012.

Filing Compare · BWAY PARENT COMPANY, INC.