Blackstone to sell AVINTIV to Berry Plastics for about $2.45 bln

Berry Plastics Group Inc has agreed to acquire AVINTIV from The Blackstone Group LP for about $2.45 billion. The deal is expected to be completed by the end of the year. Credit Suisse and Barclays provided financial advice to Berry Plastics on the transaction while Citi and BofA Merrill Lynch did likewise for AVINTIV and Blackstone. Headquartered in Charlotte, North Carolina, AVINTIV is a specialty materials provider used in infection prevention, personal care, and high-performance solutions.

PRESS RELEASE

EVANSVILLE, Ind.–(BUSINESS WIRE)–Berry Plastics Group, Inc. (“Berry Plastics”) (NYSE:BERY) and AVINTIV Inc. announced today that they have entered into a definitive agreement for Berry Plastics to acquire AVINTIV Inc. (“AVINTIV”) from private equity funds managed by The Blackstone Group LP for approximately $2.45 billion in cash on a debt-free, cash-free basis.

AVINTIV Inc. is one of the world’s leading developers, producers, and marketers of specialty materials used in infection prevention, personal care, and high-performance solutions. With 23 locations in 14 countries, an employee base of over 4,500 people, and the broadest range of process technologies in the industry, AVINTIV’s strategically located manufacturing facilities position it as a global supplier to many of the same leading consumer and industrial product manufacturers that Berry Plastics supplies. For the twelve-month period ended March 2015, AVINTIV generated pro forma revenues and adjusted EBITDA of $2.1 billion and $303 million, respectively. Additionally, Berry Plastics expects to realize approximately $50 million in annual cost synergies.

“We are extremely excited to welcome the team and global capabilities of AVINTIV to the Berry organization,” said Jon Rich, Chairman and CEO of Berry Plastics. “The combination of Berry Plastics and AVINTIV creates a global leader in plastics packaging and engineered specialty materials with enhanced technology, material, and commercial capabilities to more broadly serve our customers.”

Joel Hackney, AVINTIV’s Chief Executive Officer, commented, “AVINTIV has made tremendous progress advancing our mission to create a safer, cleaner, and healthier world. Joining Berry creates an ideal platform to expand into new adjacencies, strengthen our current capabilities, and bring new innovations to our customers. Our employees’ hard work and dedication has enabled us to deliver consistent growth and margin expansion and will continue to play a critical role in the success of Berry.”

The proposed transaction, which is subject to customary closing conditions, is expected to close by the end of calendar year 2015.

Berry Plastics has secured committed debt financing to fund the transaction and expects to utilize the strong, recession-resistant free cash flow of the combined business to reduce leverage following the transaction. Additionally, subject to market conditions, Berry will consider raising a modest amount of equity to result in a net debt to adjusted EBITDA ratio of approximately 5 times.

Credit Suisse and Barclays acted as financial advisors and Bryan Cave acted as legal advisor for Berry Plastics. Citi and BofA Merrill Lynch acted as financial advisors and Simpson Thatcher & Bartlett LLP acted as legal advisor for AVINTIV and Blackstone.

Conference Call
The Company will host a conference call today, July 31, 2015, at 10 a.m. Eastern Time to discuss its regular third quarter fiscal 2015 results and will incorporate a presentation on the proposed acquisition.

The telephone number to access the conference call is (866) 244-4530 (domestic), or (703) 639-1173 (international), conference ID 1660030. A live webcast of the conference call and our presentation can be accessed through the Company’s Investor Relations page at www.berryplastics.com. A replay of the conference call can also be accessed on the Investor Relations page of the website beginning July 31, 2015, at 1 p.m. Eastern Time, to August 7, 2015, by calling (888) 266-2081 (domestic), or (703) 925-2533 (international), access code 1660030.

About Berry Plastics
Berry Plastics Group, Inc. is a leading provider of value-added plastic consumer packaging and engineered materials delivering high-quality customized solutions to our customers with annual net sales of $5.0 billion in fiscal 2014. With world headquarters in Evansville, Indiana, the Company’s common stock is listed on the New York Stock Exchange under the ticker symbol BERY. For additional information, visit the Company’s website at www.berryplastics.com.