Berry Plastics Buyout

BPC
Apollo Management / Graham Partners
$2.25B

Summary

Secondary buyout of BPC Holding

Parent holding company of Berry Plastics
Buyers

Apollo Management
Graham Partners

Sellers

Goldman Sachs Capital Partners
JPMorgan Partners
$2.25B enterprise value

Rigid plastic packaging products

Business description At page 4

Announced 6.28.06

Advisors

Legal

Buyers: Wachtell
Sellers: Fried Frank

Merger Agreement

General

EDGAR Filing
Hyperlinked Version
Detailed hyperlinked index follows

Article I Definitions

1.1 Definitions
1.2 Interpretation

Article II Merger

2.1 The Merger
2.2 Closing
2.3 Effective Time
2.4 Certificate of Organization
2.5 Bylaws
2.6 Directors of the Surviving Corporations
2.7 Officers of the Surviving Corporation
2.8 Effect of Merger on Capital Stock and Vested Options
2.9 Exchange of Certificates
2.10 Payments at Closing
2.11 Post-Closing Adjustments
2.12 Stockholders Loans
2.13 Appraisal Rights
2.14 Transfer Taxes

Article III Reps

3.1 Organization and Qualification
3.2 Capitalization
3.3 Authorization and Validity of Agreement
3.4 Consents and Approvals
3.5 No Violations
3.6 No Undisclosed Liabilities
3.7 SEC Documents; Financial Statements
3.8 Compliance with Law
3.9 Litigation
3.10 Employee Benefit Matters
3.11 Taxes
3.12 Intellectual Property
3.13 Material Contracts
3.14 Brokers and Finders; Transaction Expenses
3.15 Absence of Certain Changes
3.16 Environmental Matters
3.17 Labor and Employee Matters
3.18 Related Party Transactions
3.19 Real Property; Title to Assets
3.20 Insurance
3.21 Customers and Suppliers
3.22 Food and Drug Safety Matters
3.23 Letters of Credit
3.24 No Other Representation

Article IV Parent-Sub Reps

4.1 Organization and Qualification
4.2 Authorization and Validity of Agreement
4.3 Consents and Approvals

4.4 No Violation
4.5 Funding and Capitalization
4.6 Brokers and Finders

4.7 No Other Representations

Article V Covenants of the Company

5.1 Conduct of the Company
5.2 Interest Rate Swap Agreements

Article VI Covenants of Purchaser

6.1 Compensation and Benefits
6.2 Insurance; Indemnity

Article VII Covenants of the Purchaser and the Company

7.1 Access to Information
7.2 Required Actions
7.3 Certain Filings

7.4 Public Announcements
7.5 Notices of Certain Events
7.6 Survival of Representations and Warranties

7.7 Exclusive Dealing
7.8 Financing

Article VIII Conditions to the Merger

8.1 Each Party
8.2 Company
8.3 Purchaser

Article IX Termination

9.1 Termination
9.2 Effect of Termination

Article X Representative

10.1 Appointment of Representative

Article XI Miscellaneous

11.1 Notices
11.2 Entire Agreement
11.3 Assignment; Binding Effect
11.4 Specific Performance
11.5 Fees and Expenses
11.6 Amendments
11.7 Waivers
11.8 Severability
11.9 Captions
11.10 Counterparts
11.11 Governing Law
11.12 Jurisdiction; Venue; Services of Process
11.13 Waiver of Jury Trial
11.14 Certain Fees and Expenses

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