UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 7, 2014

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

333-172764-01

BWAY Intermediate Company, Inc.

(Delaware)

27-2594571

8607 Roberts Drive, Suite 250

Atlanta, Georgia

(Address of principal executive offices)

30350-2237

(Zip Code)

770-645-4800

(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 8.01. Other Events

On August 7, 2014, BWAY Holding Company (the “Company”), the direct subsidiary of BWAY Intermediate Company, Inc., announced the pricing of its $650 million aggregate principal amount of 9.125% senior notes due 2021 (the “Notes”). The proceeds from the offering of the Notes, together with proceeds from a new term loan credit facility to be entered into by Company and approximately $8 million of borrowings under the Company’s asset-based revolving credit facility, will be used to redeem and refinance certain outstanding indebtedness of the Company and the Company’s indirect parent companies, to pay a special dividend to the stockholders of the Company’s ultimate parent company and compensate certain members of management and to pay fees and expenses related to the refinancing transactions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 8, 2014


				BWAY Intermediate Company, Inc.

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

BWAY INTERMEDIATE COMPANY, INC. 8-K