U.S. packaging manufacturer BWAY is funding a dividend with its proposed $250 million in payment-in-kind toggle notes issued at new issuer BOE Intermediate Holding Corp. We assigned a 'B' corporate credit rating and negative rating outlook to new issuer BOE Intermediate Holding Corp. We assigned a 'CCC+' issue-level rating, with a '6' recovery rating, to the new $250 million issue. We affirmed our 'B' corporate credit ratings on BWAY Parent Co. Inc. and all rated subsidiaries and affirmed the issue and recovery ratings on all of BWAY's existing rated debt. We revised our outlook on BWAY to negative reflecting the potential for lower ratings if the financial profile does not strengthen in the next year. NEW YORK (Standard&Poor's)