(The following statement was released by the rating agency)

Overview

-- BWAY today announced that it has entered into a definitive agreement

to acquire Ropak Packaging (Ropak) from the LINPAC Group in a transaction

valued at approximately $265 million.

-- Ropak is a North American producer of rigid, plastic shipping

containers serving the consumer goods, food processing, construction, dairy,

petroleum and other industries.

-- The transaction is subject to certain closing conditions, including

receipt of regulatory approvals, and the company expects the closing to occur

by year-end 2012 or January 2013.

-- We are placing our ratings on BWAY, including the 'B' corporate credit

rating, on CreditWatch with negative implications. This reflects our

expectation that the acquisition will have a negative impact on the company's

financial risk profile, which could lead to a downgrade.

Rating Action

On Dec. 3, 2012, Standard & Poor's Ratings Services placed its ratings,

including its 'B' corporate credit rating, on BWAY Parent Co. Inc., BWAY

Holding Co., and all rated subsidiaries (BWAY) on CreditWatch with negative

implications.

Rationale

The CreditWatch placement reflects the likelihood that BWAY's financial risk

profile will weaken beyond expectations at the current rating, given the

expectation that the company will fund the Ropak acquisition with debt. The

transaction will be financed by increasing the size of the company's existing

term B loan. The CreditWatch listing will also address the potential for the

ratings on the existing debt to be lowered as a result of the proposed new

debt financing.

Pro forma for Platinum Equity's recent acquisition of BWAY in November 2012,

total adjusted debt-to-EBITDA is about 6.8x and funds from operations

(FFO)-to-total adjusted debt is about 11.5%, as of BWAY's fiscal year-end on

Sept. 30, 2012. We expect the company's FFO-to-total adjusted debt to be at

the low end of the 10% to 15% range expected for the current rating.

BWAY, with annual sales of about $1.2 billion, mainly produces plastic

containers and general-line metal containers for packaging paints, solvents,

and household products in the U.S. market. It's also North America's

third-largest producer of aerosol cans, which represent about 12% of the

company's sales. The rating on BWAY reflects our expectation of highly

leveraged financial profile, which is reflected in the total adjusted

debt-to-EBITDA of about 6.8x as of Sept. 30, 2012. It also reflects the

company's very aggressive financial policies, exposure to volatile resin

costs, and key industry risks, such as weak demand in the housing and

industrial end markets. The company's good profitability and cash flow, market

share gains from recent acquisitions, benefits from plant rationalization,

favorably structured contracts, and cost-reduction efforts partly offset these

weaknesses. We characterize BWAY's business risk profile as 'fair' and its

financial risk profile as 'highly leveraged'.

CreditWatch

We placed the ratings on CreditWatch with negative implications. We will

monitor developments relating to this transaction and will resolve the

CreditWatch listing once further details related to the transaction become

available. We intend to meet with management to discuss a variety of topics

related to the transaction, such as integration risks, synergies, the pro

forma capital structure, and management's strategic objectives and financial

policies. The CreditWatch placement indicates the heightened risk that we will

likely lower the ratings following our review of the transaction and

implications for credit quality.

Related Criteria And Research

-- U.S. Packaging Companies' Debt Is Rising, But Refinancing Risk Is

Still Manageable, June 26, 2012

-- Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012

-- Key Credit Factors: Methodology And Assumptions On Risks In The

Packaging Industry, Dec. 4, 2008

Ratings List

Ratings Placed On CreditWatch Negative

BWAY Parent Co. Inc.

BWAY Holding Co.

BWAY Corp.

To From

Corporate Credit Rating B/Watch Neg/-- B/Stable/--

BWAY Parent Co. Inc.

Senior Unsecured CCC+/Watch Neg CCC+

Recovery rating 6 6

BWAY Holding Co.

Senior Secured B/Watch Neg B

Recovery rating 3 3

Senior Unsecured CCC+/Watch Neg CCC+

Recovery rating 6 6

(Caryn Trokie, New York Ratings Unit)

Keywords:

(Caryn.Trokie@thomsonreuters.com; 646-223-6318; Reuters Messaging: rm://caryn.trokie.reuters.com@reuters.net)

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