Acquisition Of Berry Plastics By GS Capital Partners

New York and Evansville, Indiana ┬ľAn investor group led by GS Capital Partners 2000, L.P., a private equity investment fund managed by Goldman, Sachs & Co., announced the successful closing of its acquisition of Berry Plastics Corporation. The new investor group, which also included JPMorgan Partners and the company's current management team, acquired the company from First Atlantic Capital, JPMorgan Partners and Aetna Life Insurance Company for $837.5 million, including repayment of existing indebtedness. Berry Plastics simultaneously closed the financing associated with this transaction, issuing $250 million of 10.75% senior subordinated notes and a $480 million bank facility. Goldman Sachs and JP Morgan Securities acted as joint book runners and co-lead managers for the financings.

Ira G. Boots, President and CEO of Berry Plastics, said, "Berry's customers and employees will benefit from the additional product growth and career opportunities resulting from this partnership while our new financial strength will enable us to take advantage of future opportunities. The vision and skills of our employees can only be enhanced by the business expertise of our new partners from Goldman Sachs and JP Morgan."

Joseph Gleberman, Managing Director of GS Capital Partners and Chairman of the Board of Berry Plastics, said, "We are very excited about our new partnership with the management and employees of Berry Plastics and we are looking forward to building the company's leadership positions in the plastics market as well as expanding the company's overall business."

Chris Behrens, Managing Partner of JPMorgan Partners, said, "We've enjoyed being a long-term partner with the company and the management team, and now look forward to partnership with Goldman Sachs in pursuing continued growth opportunities for Berry."

Berry Plastics Corporation is a leading manufacturer and marketer of injection-molded and thermoformed plastic open-top containers, aerosol overcaps, closures, drink cups, and housewares. The company's senior management team will remain in place as part of this transaction. Berry Plastics will continue to be headquartered in Evansville, Indiana, and, together with its subsidiaries, has plants in Henderson, Nevada; Iowa Falls, Iowa; Charlotte, North Carolina; Lawrence, Kansas; Suffolk, Virginia; Monroeville, Ohio; Woodstock, Illinois; Streetsboro, Ohio; Baltimore, Maryland; Fort Worth, Texas; Norwich, England; Milan, Italy and a sales office in Mexico City, Mexico.

Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a wide range of services worldwide to a substantial and diversified client base that includes corporations, financial institutions, governments and high net worth individuals. GS Capital Partners 2000 is the current primary investment vehicle of Goldman Sachs for making privately negotiated equity investments. GS Capital Partners 2000 was formed in July 2000 with total committed capital of $5.25 billion, $1.5 billion of which was committed by Goldman Sachs and its employees, with the remainder committed by institutional and individual investors.

JPMorgan Partners (JPMP) is a global partnership with over $30 billion in total capital under management. It is a leading provider of private equity and has closed over 1,800 individual transactions since its inception in 1984. JPMP has more than 150 investment professionals in nine offices throughout the world. JPMorgan Partners' primary limited partner is J.P. Morgan Chase & Co. (NYSE: JPM), one of the largest financial institutions in the United States.

First Atlantic Capital, Ltd. is a New York City-based private equity investment firm specializing in acquiring and growing both private and publicly owned middle-market companies, as well as subsidiaries and divisions of large corporations. Since its inception in 1989, First Atlantic has consistently generated superior long-term investment returns for its investors and management partners. First Atlantic has major investments in the packaging, food and beverage, aerospace manufacturing, traffic management and office supply industries.


Berry Plastics
Ira G. Boots
President & CEO

Goldman, Sachs & Co.
Andrea Raphael

JPMorgan Partners
Chris Behrens
Managing Partner