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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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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 persons 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 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
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|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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|
1 |
Name of Reporting Persons. | |||
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|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
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|
(b) |
x | ||
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3 |
SEC Use Only | |||
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|
4 |
Citizenship or Place of Organization | |||
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|
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
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|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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|
1 |
Name of Reporting Persons. | |||
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|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
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|
(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
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|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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|
(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
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|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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|
(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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|
1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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|
(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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|
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
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|
1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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|
4 |
Citizenship or Place of Organization | |||
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|
| |||
Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
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|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
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|
(b) |
x | ||
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3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
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|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
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|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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|
4 |
Citizenship or Place of Organization | |||
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|
| |||
Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
| |||||
|
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 | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
| |||||
|
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 | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 08579W103 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
| |||||
|
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 | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
Item 1. | ||
|
(a) |
Name of Issuer |
|
(b) |
Address of Issuers Principal Executive Offices |
| ||
Item 2. | ||
|
(a) |
Name of Person Filing
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 Germanys 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. |
|
|
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 | |||
|
(c) |
Citizenship | |||
|
(d) |
Title of Class of Securities | |||
|
(e) |
CUSIP Number | |||
| |||||
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 |
| |
|
|
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% |
| |
|
|
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 Issuers 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 |
| |||
|
|
|
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.]
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 | ||
|
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 | |||
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By: |
/s/ Laurie D. Medley | ||||
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Name: |
Laurie D. Medley | ||||
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Title: |
Vice President | ||||
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APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P. | |||||
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By: |
Apollo Advisors VI, L.P. | ||||
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its general partner | ||||
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By: |
Apollo Capital Management VI, LLC | |||
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its general partner | |||
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| |||||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President | ||
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APOLLO PRINCIPAL HOLDINGS I, L.P. | |||||
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By: |
Apollo Principal Holdings I GP, LLC | ||||
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its general partner | ||||
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By: |
/s/ Laurie D. Medley | |||
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|
Name: |
Laurie D. Medley | |||
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|
Title: |
Vice President | |||
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APOLLO PRINCIPAL HOLDINGS I GP, LLC | ||
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| ||
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| ||
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By: |
/s/ Laurie D. Medley | |
|
Name: |
Laurie D. Medley | |
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Title: |
Vice President | |
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| ||
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| ||
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APOLLO MANAGEMENT, L.P. | ||
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| ||
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By: |
Apollo Management GP, LLC | |
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its general partner | |
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| |
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By: |
/s/ Laurie D. Medley |
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|
Name: |
Laurie D. Medley |
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|
Title: |
Vice President |
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| ||
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| ||
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APOLLO MANAGEMENT GP, LLC | ||
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| ||
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By: |
/s/ Laurie D. Medley | |
|
Name: |
Laurie D. Medley | |
|
Title: |
Vice President | |
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| ||
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| ||
|
APOLLO MANAGEMENT HOLDINGS, L.P. | ||
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| ||
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By: |
Apollo Management Holdings GP, LLC | |
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Its General Partner | |
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| |
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By: |
/s/ Laurie D. Medley |
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|
Name: |
Laurie D. Medley |
|
|
Title: |
Vice President |
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| ||
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| ||
|
APOLLO MANAGEMENT HOLDINGS GP, LLC | ||
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| ||
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By: |
/s/ Laurie D. Medley | |
|
Name: |
Laurie D. Medley | |
|
Title: |
Vice President |
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. | |||||
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| |||||
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By: |
Apollo V Covalence Holdings, LLC | ||||
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|
its general partner | ||||
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| |||||
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By: |
Apollo Management V, L.P. | |||
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its manager | |||
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| ||||
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By: |
AIF V Management, LLC | ||
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|
its general partner | ||
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| |||||
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By: |
/s/ Laurie D. Medley | |||
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|
Name: |
Laurie D. Medley | |||
|
|
Title: |
Vice President | |||
|
| |||||
|
| |||||
|
APOLLO V COVALENCE HOLDINGS, LLC | |||||
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| |||||
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By: |
Apollo Management V, L.P. | ||||
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|
its manager | ||||
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|
| ||||
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|
By: |
AIF V Management, LLC | |||
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|
|
its general partner | |||
|
| |||||
|
By: |
/s/ Laurie D. Medley | ||||
|
Name: |
Laurie D. Medley | ||||
|
Title: |
Vice President | ||||
|
| |||||
|
| |||||
|
APOLLO INVESTMENT FUND V, L.P. | |||||
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| |||||
|
By: |
Apollo Advisors V, L.P. | ||||
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|
its general partner | ||||
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| |||||
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|
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 | ||
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| ||
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|
By: |
Apollo Capital Management VI, LLC | |
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|
|
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 |