0001104659-13-010800.txt : 20130214 0001104659-13-010800.hdr.sgml : 20130214 20130214152704 ACCESSION NUMBER: 0001104659-13-010800 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: AIF V MANAGEMENT, LLC GROUP MEMBERS: AIF VI MANAGEMENT, LLC GROUP MEMBERS: AP BERRY HOLDINGS, L.P. GROUP MEMBERS: AP BERRY HOLDINGS, LLC GROUP MEMBERS: APOLLO ADVISORS V, L.P. GROUP MEMBERS: APOLLO ADVISORS VI, L.P. GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT V, INC. GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT VI, LLC GROUP MEMBERS: APOLLO INVESTMENT FUND V, L.P. GROUP MEMBERS: APOLLO INVESTMENT FUND VI, L.P. GROUP MEMBERS: APOLLO MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: APOLLO MANAGEMENT V, L.P. GROUP MEMBERS: APOLLO MANAGEMENT VI, L.P. GROUP MEMBERS: APOLLO MANAGEMENT, L.P. GROUP MEMBERS: APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS I GP, LLC GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS I, L.P. GROUP MEMBERS: APOLLO V COVALENCE HOLDINGS, L.P. GROUP MEMBERS: APOLLO V COVALENCE HOLDINGS, LLC GROUP MEMBERS: BPC CO-INVESTMENT HOLDINGS LLC GROUP MEMBERS: COVALENCE CO-INVESTMENT HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS GROUP INC CENTRAL INDEX KEY: 0001378992 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87227 FILM NUMBER: 13612883 BUSINESS ADDRESS: STREET 1: 101 OAKLEY STREET STREET 2: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: 101 OAKLEY STREET STREET 2: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 IRS NUMBER: 208351017 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 a13-5099_7sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Amendment No.     )*

 

Under the Securities Exchange Act of 1934

BERRY PLASTICS GROUP, INC.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

08579W103

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

SEC 1745 (3-06)

 



 

 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo V Covalence Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
3,137,697 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,137,697 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,137,697 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
2.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Investment Fund V, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
18,943,216 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
18,943,216 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,943,216 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
16.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Covalence Co-Investment Holdings LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
1,225,422 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,225,422 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,225,422 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
1.1%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

4



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Investment Fund VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
22,026,884 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
22,026,884 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
22,026,884 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
19.5%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

5



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
AP Berry Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
20,357,258 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
20,357,258 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
20,357,258 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
18.0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

6



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
BPC Co-Investment Holdings LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
1,225,000 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,225,000 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,225,000 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
1.1%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

7



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo V Covalence Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
3,137,697 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,137,697 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,137,697 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
2.8%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

8



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Advisors V, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
18,943,216 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
18,943,216 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,943,216 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
16.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

9



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Overseas Partners (Germany) VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
5,298,018 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
5,298,018 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,298,018 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
4.7%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

10



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
AP Berry Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
20,357,258 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
20,357,258 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
20,357,258 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
18.0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

11



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Advisors VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
27,324,902 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
27,324,902 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
27,324,902 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
24.2%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

12



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Capital Management V, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
18,943,216 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
18,943,216 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,943,216 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
16.8%

 

 

12

Type of Reporting Person (See Instructions)
CO

 

13



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Capital Management VI, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
27,324,902 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
27,324,902 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
27,324,902 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
24.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

14



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Principal Holdings I, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
46,268,118 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
46,268,118 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
46,268,118 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
40.9%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

15



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Principal Holdings I GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
46,268,118 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
46,268,118 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
46,268,118 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
40.9%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

16



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Management V, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
23,306,335 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
23,306,335 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,306,335 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
20.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

17



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Management VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
43,609,142 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
43,609,142 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
43,609,142 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
38.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

18



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
AIF V Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
23,306,335 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
23,306,335 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,306,335 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
20.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

19



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
AIF VI Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
43,609,142 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
43,609,142 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
43,609,142 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
38.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

20



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
66,915,477 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
66,915,477 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
66,915,477 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
59.2%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

21



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
66,915,477 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
66,915,477 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
66,915,477 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
59.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

22



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Management Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
66,915,477 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
66,915,477 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
66,915,477 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
59.2%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

23



 

CUSIP No. 08579W103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Management Holdings GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
66,915,477 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
66,915,477 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
66,915,477 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
59.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

24


 


 

Item 1.

 

(a)

Name of Issuer
Berry Plastics Group, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
101 Oakley Street
Evansville, Indiana 47710

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed by (i) Apollo V Covalence Holdings, L.P. (“Covalence V”), (ii) Apollo Investment Fund V, L.P. (“AIF V”), (iii) Covalence Co-Investment Holdings LLC (“Covalence Co-Invest”), (iv) Apollo Investment Fund VI, L.P. (“AIF VI”), (v) AP Berry Holdings, L.P. (“AP Holdings”), (vi) BPC Co-Investment Holdings LLC (“BPC Co-Investment”), (vii) Apollo V Covalence Holdings, LLC (“Covalence Holdings”), (viii) Apollo Advisors V, L.P. (“Advisors V”), (ix) AP Berry Holdings, LLC (“AP Holdings LLC”), (x) Apollo Overseas Partners (Germany) VI, L.P. (“Overseas Germany”), (xi) Apollo Advisors VI, L.P. (“Advisors VI”), (xii) Apollo Capital Management V, Inc. (“ACM V”), (xiii) Apollo Capital Management VI, LLC (“ACM VI”), (xiv) Apollo Principal Holdings I, L.P. “(Principal I”), (xv) Apollo Principal Holdings I GP, LLC (“Principal I GP”), (xvi) Apollo Management V, L.P. (“Management V”), (xvii) Apollo Management VI, L.P. (“Management VI”), (xviii) AIF V Management, LLC (“AIF V LLC”), (xix) AIF VI Management, LLC (“AIF VI LLC”), (xx) Apollo Management, L.P. (“Apollo Management”), (xxi) Apollo Management GP, LLC (“Apollo Management GP”), (xxii) Apollo Management Holdings, L.P. (“Management Holdings”), and (xxiii) Apollo Management Holdings GP, LLC (“Management Holdings GP”).

 

Covalence V, AIF V, Covalence Co-Invest, AIF VI, AP Holdings and BPC Co-Investment each hold shares of Common Stock of the Issuer.  Covalence Holdings is the general partner of Covalence V; and Advisors V is the general partner of AIF V.  Overseas Germany is a limited partner of AP Holdings, and AP Holdings LLC is the general partner of AP Holdings and the fiduciary of Overseas Germany with respect to Overseas Germany’s investment in the Common Stock.  Advisors VI is the general partner of AIF VI and the managing general partner of Overseas Germany.  ACM V is the general partner of Advisors V, and ACM VI is the general partner of Advisors VI.  Principal I is the sole stockholder of ACM V and the sole member of ACM VI.  Principal I GP is the general partner of Apollo Principal.  Management V is the manager of Covalence Holdings and Covalence Co-Invest, and the investment manager of AIF V, and as such has voting and investment power over the shares of Common Stock held by AIF V, Covalence V and Covalence Co-Invest.  Management VI is the manager of AP Holdings LLC, BPC Co-Investment and Overseas Germany, and the investment manager of AIF VI, and as such has voting and investment power over the shares of Common Stock held by AP Holdings, BPC Co-Investment and AIF VI.  AIF V LLC is the general partner of Management V and AIF VI LLC is the general partner of Management VI.  Apollo Management is the sole member and manager of AIF V LLC and AIF VI LLC, and Apollo Management GP is the general partner of Apollo Management.  Management Holdings is the sole member and manager of Apollo Management GP, and Management Holdings GP is the general partner of Management Holdings.

 

25



 

 

 

Covalence V, AIF V, Covalence Co-Invest, AIF VI, AP Holdings, BPC Co-Investment, Covalence Holdings, AP Holdings LLC, Overseas Germany, Advisors V, Advisors VI, ACM V, ACM VI, Principal I, Principal I GP, Management V, Management VI, AIF V LLC, AIF VI LLC, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP are collectively referred to herein as the “Reporting Persons.”

 

(b)

Address of Principal Business Office or, if none, Residence
The principal office of Covalence V, AP Holdings, AIF V, AIF VI, Covalence Holdings, AP Holdings LLC, Advisors V, Advisors VI, ACM V, ACM VI, Principal I and Principal I GP is One Manhattanville Road, Suite 201, Purchase, New York 10577.  The principal office of Overseas Germany is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin, George Town, Grand Cayman KY1-9005, Cayman Islands.  The principal office of each of Covalence Co-Invest, BPC Co-Investment, Management V, Management VI, AIF V LLC, AIF VI LLC, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP is 9 West 57th Street, New York, New York 10019.

 

(c)

Citizenship
Covalence V, AIF V, AIF VI, AP Holdings, Advisors V, Advisors VI, Principal I, Management V, Management VI, Apollo Management and Management Holdings are Delaware limited partnerships.  Covalence Co-Invest, BPC Co-Investment, Covalence Holdings, AP Holdings, ACM VI, Principal I GP, AIF V LLC, AIF VI LLC, Apollo Management GP and Management Holdings GP are Delaware limited liability companies.  Overseas Germany is an exempted limited partnership registered in the Cayman Islands.  ACM V is a Delaware corporation.

 

(d)

Title of Class of Securities
Common stock, par value $0.01 (the “Common Stock”).

 

(e)

CUSIP Number
08579W103

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

 

 

 

 

 

Covalence V:

3,137,697 shares of Common Stock

 

 

 

AIF V:

18,943,216 shares of Common Stock

 

 

 

Covalence Co-Invest:

1,225,422 shares of Common Stock

 

 

 

AIF VI:

22,026,884 shares of Common Stock

 

 

 

AP Holdings:

20,357,258 shares of Common Stock

 

 

 

BPC Co-Investment

1,225,000 shares of Common Stock

 

 

 

Covalence Holdings:

3,137,697 shares of Common Stock

 

 

 

Advisors V:

18,943,216 shares of Common Stock

 

 

 

Overseas Germany:

5,298,018 shares of Common Stock

 

 

26



 

 

 

AP Holdings LLC:

20,357,258 shares of Common Stock

 

 

 

Advisors VI:

27,324,902 shares of Common Stock

 

 

 

ACM V:

18,943,216 shares of Common Stock

 

 

 

ACM VI:

27,324,902 shares of Common Stock

 

 

 

Principal I:

46,268,118 shares of Common Stock

 

 

 

Principal GP:

46,268,118 shares of Common Stock

 

 

 

Management V:

23,306,335 shares of Common Stock

 

 

 

Management VI:

43,609,142 shares of Common Stock

 

 

 

AIF V LLC:

23,306,335 shares of Common Stock

 

 

 

AIF VI LLC:

43,609,142 shares of Common Stock

 

 

 

Apollo Management:

66,915,477 shares of Common Stock

 

 

 

Apollo Management GP:

66,915,477 shares of Common Stock

 

 

 

Management Holdings:

66,915,477 shares of Common Stock

 

 

 

Management Holdings GP:

66,915,477 shares of Common Stock

 

 

 

Covalence V, AIF V, Covalence Co-Invest, AIF VI, AP Holdings and BPC Co-Investment each disclaims beneficial ownership of all shares of the Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.  Covalence Holdings, AP Holdings LLC, Overseas Germany, Advisors V, Advisors VI, ACM V, ACM VI, Principal I, Principal I GP, Management V, Management VI, AIF V LLC, AIF VI LLC, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the managers of Principal I GP, and the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

(b)

Percent of class:   

 

 

 

 

 

 

 

 

Covalence V:

 

2.8%

 

 

 

AIF V:

 

16.8%

 

 

 

Covalence Co-Invest:

 

1.1%

 

 

 

AIF VI:

 

19.5%

 

 

 

AP Holdings:

 

18.0%

 

 

 

BPC Co-Investment:

 

1.1%

 

 

 

Covalence Holdings:

 

2.8%

 

 

 

Advisors V:

 

16.8%

 

 

 

Overseas Germany:

 

4.7%

 

 

 

AP Holdings LLC:

 

18.0%

 

 

 

Advisors VI:

 

24.2%

 

 

 

ACM V:

 

16.8%

 

 

 

ACM VI:

 

24.2%

 

 

 

Principal I:

 

40.9%

 

 

 

Principal GP:

 

40.9%

 

 

27



 

 

 

Management V:

 

20.6%

 

 

 

Management VI:

 

38.6%

 

 

 

AIF V LLC:

 

20.6%

 

 

 

AIF VI LLC:

 

38.6%

 

 

 

Apollo Management:

 

59.2%

 

 

 

Apollo Management GP:

 

59.2%

 

 

 

Management Holdings:

 

59.2%

 

 

 

Management Holdings GP:

 

59.2%

 

 

 

The percentage amounts are based upon 113,038,346 shares of Common Stock outstanding as of February 5, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 5, 2013.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0 for all Reporting Persons.

 

 

(ii)

Shared power to vote or to direct the vote:    

 

 

 

 

 

 

 

 

 

 

Covalence V:

 

3,137,697 shares of Common Stock

 

 

 

 

AIF V:

 

18,943,216 shares of Common Stock

 

 

 

 

Covalence Co-Invest:

 

1,225,422 shares of Common Stock

 

 

 

 

AIF VI:

 

22,026,884 shares of Common Stock

 

 

 

 

AP Holdings:

 

20,357,258 shares of Common Stock

 

 

 

 

BPC Co-Investment

 

1,225,000 shares of Common Stock

 

 

 

 

Covalence Holdings:

 

3,137,697 shares of Common Stock

 

 

 

 

Advisors V:

 

18,943,216 shares of Common Stock

 

 

 

 

Overseas Germany:

 

5,298,018 shares of Common Stock

 

 

 

 

AP Holdings LLC:

 

20,357,258 shares of Common Stock

 

 

 

 

Advisors VI:

 

27,324,902 shares of Common Stock

 

 

 

 

ACM V:

 

18,943,216 shares of Common Stock

 

 

 

 

ACM VI:

 

27,324,902 shares of Common Stock

 

 

 

 

Principal I:

 

46,268,118 shares of Common Stock

 

 

 

 

Principal GP:

 

46,268,118 shares of Common Stock

 

 

 

 

Management V:

 

23,306,335 shares of Common Stock

 

 

 

 

Management VI:

 

43,609,142 shares of Common Stock

 

 

 

 

AIF V LLC:

 

23,306,335 shares of Common Stock

 

 

 

 

AIF VI LLC:

 

43,609,142 shares of Common Stock

 

 

 

 

Apollo Management:

 

66,915,477 shares of Common Stock

 

 

 

 

Apollo Management GP:

 

66,915,477 shares of Common Stock

 

 

 

 

Management Holdings:

 

66,915,477 shares of Common Stock

 

 

 

 

Management Holdings GP:

 

66,915,477 shares of Common Stock

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0 for all Reporting Persons.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

 

 

 

 

 

 

 

 

 

 

Covalence V:

 

3,137,697 shares of Common Stock

 

 

 

 

AIF V:

 

18,943,216 shares of Common Stock

 

 

28



 

 

 

 

Covalence Co-Invest:

 

1,225,422 shares of Common Stock

 

 

 

 

AIF VI:

 

22,026,884 shares of Common Stock

 

 

 

 

AP Holdings:

 

20,357,258 shares of Common Stock

 

 

 

 

BPC Co-Investment

 

1,225,000 shares of Common Stock

 

 

 

 

Covalence Holdings:

 

3,137,697 shares of Common Stock

 

 

 

 

Advisors V:

 

18,943,216 shares of Common Stock

 

 

 

 

Overseas Germany:

 

5,298,018 shares of Common Stock

 

 

 

 

AP Holdings LLC:

 

20,357,258 shares of Common Stock

 

 

 

 

Advisors VI:

 

27,324,902 shares of Common Stock

 

 

 

 

ACM V:

 

18,943,216 shares of Common Stock

 

 

 

 

ACM VI:

 

27,324,902 shares of Common Stock

 

 

 

 

Principal I:

 

46,268,118 shares of Common Stock

 

 

 

 

Principal GP:

 

46,268,118 shares of Common Stock

 

 

 

 

Management V:

 

23,306,335 shares of Common Stock

 

 

 

 

Management VI:

 

43,609,142 shares of Common Stock

 

 

 

 

AIF V LLC:

 

23,306,335 shares of Common Stock

 

 

 

 

AIF VI LLC:

 

43,609,142 shares of Common Stock

 

 

 

 

Apollo Management:

 

66,915,477 shares of Common Stock

 

 

 

 

Apollo Management GP:

 

66,915,477 shares of Common Stock

 

 

 

 

Management Holdings:

 

66,915,477 shares of Common Stock

 

 

 

 

Management Holdings GP:

 

66,915,477 shares of Common Stock

 

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certification.

 

Not applicable.

 

[The remainder of this page intentionally left blank.]

 

29


 


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  February 14, 2013

 

 

APOLLO V COVALENCE HOLDINGS, L.P.

 

 

 

By:

Apollo V Covalence Holdings, LLC

 

 

its general partner

 

 

 

 

 

By:

Apollo Management V, L.P.

 

 

 

its manager

 

 

 

 

 

 

 

By:

AIF V Management, LLC

 

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO V COVALENCE HOLDINGS, LLC

 

 

 

By:

Apollo Management V, L.P.

 

 

its manager

 

 

 

 

 

 

By:

AIF V Management, LLC

 

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO INVESTMENT FUND V, L.P.

 

 

 

By:

Apollo Advisors V, L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Capital Management V, Inc.

 

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

30



 

 

APOLLO ADVISORS V, L.P.

 

 

 

By:

Apollo Capital Management V, Inc.

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT V, INC.

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO INVESTMENT FUND VI, L.P.

 

 

 

By:

Apollo Advisors VI, L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Capital Management VI, LLC

 

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

 

APOLLO ADVISORS VI, L.P.

 

 

 

By:

Apollo Capital Management VI, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT VI, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

31



 

 

COVALENCE CO-INVESTMENT HOLDINGS LLC

 

 

 

By:

Apollo Management V, L.P.

 

 

its manager

 

 

 

 

 

By:

AIF V Management, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT V, L.P.

 

 

 

By:

AIF V Management, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

AIF V MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT VI, L.P.

 

 

 

By:

AIF VI MANAGEMENT, LLC

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

AIF VI MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

32



 

 

AP BERRY HOLDINGS, L.P.

 

 

 

By:

AP Berry Holdings, LLC

 

 

its general partner

 

 

 

 

 

 

By:

Apollo Management VI, L.P.

 

 

 

its manager

 

 

 

 

 

 

 

By:

AIF VI Management, LLC

 

 

 

 

its general partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

AP BERRY HOLDINGS, LLC

 

 

 

 

 

By:

Apollo Management VI, L.P.

 

 

its manager

 

 

 

 

 

 

By:

AIF VI Management, LLC

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

BPC CO-INVESTMENT HOLDINGS, LLC

 

 

 

 

 

By:

Apollo Management VI, L.P.

 

 

its manager

 

 

 

 

 

 

By:

AIF VI Management, LLC

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P.

 

 

 

By:

Apollo Advisors VI, L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Capital Management VI, LLC

 

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

 

APOLLO PRINCIPAL HOLDINGS I, L.P.

 

 

 

By:

Apollo Principal Holdings I GP, LLC

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

33



 

 

APOLLO PRINCIPAL HOLDINGS I GP, LLC

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT, L.P.

 

 

 

By:

Apollo Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

Its General Partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

34


 

EX-1 2 a13-5099_7ex1.htm EX-1

Exhibit 1

 

AGREEMENT OF JOINT FILING

(BERRY PLASTICS GROUP, INC.)

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.  This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2013.

 

 

 

APOLLO V COVALENCE HOLDINGS, L.P.

 

 

 

By:

Apollo V Covalence Holdings, LLC

 

 

its general partner

 

 

 

 

By:

Apollo Management V, L.P.

 

 

 

its manager

 

 

 

 

 

 

By:

AIF V Management, LLC

 

 

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO V COVALENCE HOLDINGS, LLC

 

 

 

By:

Apollo Management V, L.P.

 

 

its manager

 

 

 

 

 

By:

AIF V Management, LLC

 

 

 

its general partner

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO INVESTMENT FUND V, L.P.

 

 

 

By:

Apollo Advisors V, L.P.

 

 

its general partner

 

 

 

 

By:

Apollo Capital Management V, Inc.

 

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 



 

 

APOLLO ADVISORS V, L.P.

 

 

 

By:

Apollo Capital Management V, Inc.

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT V, INC.

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO INVESTMENT FUND VI, L.P.

 

 

 

By:

Apollo Advisors VI, L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Capital Management VI, LLC

 

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

 

APOLLO ADVISORS VI, L.P.

 

 

 

By:

Apollo Capital Management VI, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT VI, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 



 

 

COVALENCE CO-INVESTMENT HOLDINGS LLC

 

 

 

By:

Apollo Management V, L.P.

 

 

its manager

 

 

 

 

 

By:

AIF V Management, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT V, L.P.

 

 

 

By:

AIF V Management, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

AIF V MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT VI, L.P.

 

 

 

By:

AIF VI MANAGEMENT, LLC

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

AIF VI MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 



 

 

AP BERRY HOLDINGS, L.P.

 

 

 

By:

AP Berry Holdings, LLC

 

 

its general partner

 

 

 

 

By:

Apollo Management VI, L.P.

 

 

its manager

 

 

 

 

 

By:

AIF VI Management, LLC

 

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

AP BERRY HOLDINGS, LLC

 

 

 

By:

Apollo Management VI, L.P.

 

 

its manager

 

 

 

 

 

By:

AIF VI Management, LLC

 

 

 

its general partner

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

BPC CO-INVESTMENT HOLDINGS, LLC

 

 

 

By:

Apollo Management VI, L.P.

 

 

its manager

 

 

 

 

 

By:

AIF VI Management, LLC

 

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P.

 

 

 

By:

Apollo Advisors VI, L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Capital Management VI, LLC

 

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

 

APOLLO PRINCIPAL HOLDINGS I, L.P.

 

 

 

By:

Apollo Principal Holdings I GP, LLC

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 



 

 

APOLLO PRINCIPAL HOLDINGS I GP, LLC

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT, L.P.

 

 

 

By:

Apollo Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

Its General Partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President