ELEVATE Your Experience.

Trends in Mergers & Acquisitions in the Packaging Industry

Rick Weil, Managing Director

STRICTLY CONFIDENTIAL

Total Global M&A Deal Volume

1

Source: Bloomberg.

$3.5

$4.1

$2.5

$1.8

$2.2$2.4

$2.2

$0.6$0.5

29,983

34,756

29,550

23,646

26,91728,439

27,457

6,773 6,368

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

2006 2007 2008 2009 2010 2011 2012 Q1 2012 Q1 2013

Volume ($ in trillions) # of Transactions

($ in trillions)

Private Equity Deal Activity

2

U.S PRIVATE EQUITY M&A DEAL VOLUME PRIVATE EQUITY’S SHARE OF WORLDWIDE M&A ACTIVITY

13.1%

19.1%

18.7%

24.0%22.7%

14.6%

11.6%

18.5%

22.3%

23.8%

8.9%

10.6%

12.8%13.7%

14.5%

12.8%

10.5%

12.8%

14.7%

16.4%

0%

5%

10%

15%

20%

25%

30%

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

% of Volume % of Transactions

Sources: Pitchbook, Buyouts.

($ in billions)

$353

$154

$353 $364 $345

$70 $52

2,336

1,471

2,034

2,165

1,986

500

355

0

500

1,000

1,500

2,000

2,500

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

2008 2009 2010 2011 2012 Q12012

Q12013

Volume ($ in billions) # of Transactions

Global M&A Deal Volume – Packaging Industry

3

Sources: S&P CapitalIQ, Mesirow Financial.

$23.0

$33.9

$15.4

$20.5

$26.9$25.7

$15.6

$4.4 $4.1

496

560

467

346

396

438422

10988

0

100

200

300

400

500

600

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

$45.0

$50.0

2006 2007 2008 2009 2010 2011 2012 Q1 2012 Q1 2013

Volume ($ in billions) # of Transactions

($ in billions)

Largest M&A Packaging Transactions

4

2007 2012 – YTD 2013

BUYER(S) TARGET DEAL SIZE($BN)

$3.2

$2.7

$2.1

$1.8

$1.8

$1.2

SCA Packaging Holding B.V.

Oxnard, CA Containerboard Mill

Sources: S&P CapitalIQ, Mesirow Financial.

Saint-Gobain Containers, Inc.

BUYER(S) TARGET DEAL SIZE($BN)

$2.0

$1.7

$1.2

$1.0

$0.8

$0.8

$0.7

$0.7

$0.5

CLOSEDDATE PRIVATE EQUITY FIRM TARGET COMPANY

Pending

May-13

Apr-13

Dec-12

Dec-12

Oct-12

Oct-12

Jun-12

May-12

May-12

Apr-12

Mar-12

Feb-12

Recent Private Equity Platform Investments in Packaging

5

Personal Care Business

CLOSEDDATE PRIVATE EQUITY FIRM / PORTFOLIO COMPANY TARGET COMPANY

May-13

May-13

Apr-13

Apr-13

Jan-13

Dec-12

Dec-12

Dec-12

Aug-12

Jul-12

Jul-12

May-12

Jan-12

Recent Private Equity Add-On Acquisitions in Packaging

6

Cosmetics Business

Relative Appeal of the Packaging Industry

7

Sources: S&P CapitalIQ, U.S. Census Bureau, Buyouts, Pira International, Mesirow Financial.

0%

50%

100%

150%

200%

250%

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Packaging Industry Revenues U.S. Automotive Sales Housing Starts

CONSUMER PACKAGING GROWTH BY SECTOR

2011 - 2016

Growth in rigid plastics is primarily drive by: – Increasing popularity of single-serve

packaging for ready-to-eat foods – Substitution gains from alternative substrates

4.1%

3.8%

2.3%

2.4%

1.9%

1.6%

(0.4%)

-1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0%

Rigid Plastics

Flexible plastics

Glass

Paper and board

Other metal

Beverage cans

Others

Market Share Fragmentation

8

LABELS FLEXIBLE PACKAGING FOLDING CARTONS CORRUGATED

Top 3 = 10% Market Share Top 3 = 44% Market Share Top 3 = 54% Market Share Top 3 = 63% Market Share

Sources: Wall Street Research, Flexible Packaging Association, Bain Competitive Analysis Document, RISI.

U.S. Private Equity Fundraising

9

Sources: Buyouts, Pitchbook.

$28$47

$70$49

$94

$58$46

$33

$72

$166

$230

$301

$264

$66 $69

$99

$154

$292

$237

$378

$470$485

$425 $432

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

PE Funds Raised ($ in billions) PE Overhang ($ in billions)

($ in billions)

2,283

2,978

3,800

4,703

5,3425,637

6,0206,344

6,538

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

2004 2005 2006 2007 2008 2009 2010 2011 2012

U.S. Private Equity-Backed Companies

Private Equity Exit Flow

10

Sources: Pitchbook.

Year of Investment

2009 - 2012

2005 - 2008

2000 - 2004

U.S. INVENTORY OF PRIVATE EQUITY-BACKED COMPANIES, 2004 – 2012 U.S. EXIT ACTIVITY, 2008 – 2013

381

223

492

529

641

157

69

0

100

200

300

400

500

600

700

2008 2009 2010 2011 2012 Q1 2012 Q1 2013

# of U.S. Exits

$74.0

$18.5$15.9

$11.9$8.9 $7.8 $7.5

$4.9$1.5 $1.4 $1.2 $0.5

$0.0$5.0

$10.0$15.0$20.0$25.0$30.0$35.0$40.0$45.0

TraditionalBuyoutFunds

Real Estate Distressed /Turnaround

Energy &Power

Mezzanine Infrastructure Fund ofFunds

GeographicFocus

Debut Funds Technology Expansion /Growth

FinancialServices

11

2012 FUNDS RAISED BY FUND TYPE

LBO FUNDS RAISED BY TARGET SIZE, 2007 – 2012

Private Equity Fundraising Activity

Source: Buyouts.

($ in billions)

($ in billions)

$159

$129

$16 $9 $13$54

$102 $103

$32 $39$57 $66

$26 $25 $14 $16$21 $23$8 $6 $2 $3 $5 $6

$0

$30

$60

$90

$120

$150

$180

2007 2008 2009 2010 2011 2012

Mega Funds (> $5BN) Large-Medium Funds ($1BN to $4.99BN) Mid-Market Funds ($300MM to $999MM) Small Cap Funds (< $300MM)

$70.0 $75.0 $80.0

ANNOUNCEDDATE ACQUIRER TARGET COMPANY COMMENTARY

Jan-13 Film expansion into China

Apr-12 Tobacco packaging expansion into Mexico

Mar-12 Flexible packaging expansion into India

Mar-12 Flexible packaging expansion into Southeast Asia

Jan-13 Global label expansion

Mar-13 Complementary pharmaceutical and healthcare focus

Nov-12 Folding carton expansion into Europe

Nov-12

Sep-12 Corrugated expansion into Turkey

Oct-12 Corrugated expansion into India

Jun-12 Film metallizing expansion into U.S.

Jun-12 Corrugated expansion into U.S.

Jul-12 Tissue production expansion into U.S.

Paperboard and plastics expansion into Europe

Recent Strategic International Transactions

12

Two Packaging Film Facilities

Aluprint S.A. de C.V. Tobacco Packaging Facility in Monterey, MEX

Packaging Pvt. Ltd.

Metallized Plastic Division

Healthcare Packaging Group

Recent Tactical Transactions by Strategic Acquirers

13

Office and Consumer Products and Designed and Engineered Solutions

Schwarz Supply Source, Inc. Morton Grove, IL Facility

Tobacco Packaging and Specialty Folding Carton Operations

7.2x7.4x

6.6x

5.3x

6.2x6.5x

6.8x

7.5x

8.7x

7.2x

6.5x6.8x

7.2x 7.2x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

2006 2007 2008 2009 2010 2011 2012

Financial Strategic

Packaging M&A Transactions: Average EBITDA Multiples

14

Sources: S&P CapitalIQ, Mesirow Financial.

High-Yield Issuance

15

Source: Wall Street Research.

$151$163

$117

$179$165

$65

$191

$313

$270

$386

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

($ in billions)

16

BUSINESS DEVELOPMENT COMPANY CAPITAL RAISED, 2000 – 2012

ANNUAL DIVIDEND RECAPITALIZATION LOAN VOLUMES, 2004 – 2012

Business Development Company and Dividend Recapitalization Activity

Sources: Buyouts, S&P CapitalIQ Leveraged Commentary & Data.

$0

$10

$20

$30

$40

$50

$60

2004 2005 2006 2007 2008 2009 2010 2011 2012Dividend Recap Volumes ($ in billions)

($ in millions)

($ in billions)

$714 $765$216

$1,160

$2,544$2,070 $1,942

$4,812

$1,581

$823

$2,032$1,299

$4,068

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012BDC Capital ($ in millions)

17

Boca Raton-base private equity firm Sun Capital Partners recently announced plans to merge five of its plastic packaging portfolio companies to form the sixth-largest plastic packaging company in the world

The new company, which will be called Exopack Holdings Sarl, will be created by merging Sun Capital’s Exopack, Kobusch, Britton, Paragon and Paccor businesses

The deal will combine packaging businesses with operations in Europe and the Middle East with Exopack, which was previously focused on North America, and will create a company with 63 plants and 8,650 employees

The combined revenue of all the companies was approximately $2.5 billion in 2012 – $65 million in anticipated synergy savings expected

Exopack Holdings Sarl will be based in Luxembourg

Sun Capital Partners’ Combination of Flexible Packaging Portfolio Companies

18

STEADY EXPANSION VIA MERGERS & ACQUISITIONS

STOCK PERFORMANCE, IPO (OCTOBER 2012) TO TODAY

Spotlight on Berry Plastics

Sources: Buyouts, S&P CapitalIQ Leveraged Commentary & Data.

($ in millions)

80%

90%

100%

110%

120%

130%

140%

150%

Oct-12 Nov-12 Dec-12 Jan-13 Feb-13 Mar-13 Apr-13 May-13

Berry Plastics S&P 500 Index

+40%

+14%

$80 $111 $114 $119 $161$213

$275

$419 $454 $496$559

$686$754

$408 $462 $494 $552$814

$1,170$1,432

$3,114$3,615

$3,202

$4,418 $4,657 $4,701

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$0

$200

$400

$600

$800

$1,000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012EBITDA Revenues

Post-Apollo / Graham Acquisition

Recent Case Study

Oliver Products Company (“Oliver”) is a leading producer of sterile-grade medical device packaging and pharmaceutical packaging focused on specialty and high-margin product lines and markets and sells its products to every major, globally-recognized medical device company. Additionally, the company’s food packaging and equipment segment is the largest supplier of complete food packaging solutions for Meals on Wheels in the United States.

Mesirow Financial was engaged to act as Oliver’s financial advisor in the sale of the company.

Mesirow Financial developed a detailed and attractive investment thesis for Oliver, which highlighted the company’s scarcity value, brand equity, customer loyalty and best-in-class margin profile, as well as the high barriers to entry in the industry.

Oliver sold for a very strong multiple.

The transaction closed in April 2012.

BUSINESS DESCRIPTION

KEY PROCESS TAKEAWAYS

Sale of Oliver Products Company to Berwind Corporation

a portfolio company of

has been acquired by

19

Mesirow Financial refers to Mesirow Financial Holdings, Inc. and its divisions, subsidiaries and affiliates. The Mesirow Financial name and logo are registered service marks of Mesirow Financial Holdings, Inc., © 2012, Mesirow Financial Holdings, Inc. All rights reserved. Some information contained herein has been obtained from sources believed to be reliable, but is not necessarily complete and its accuracy cannot be guaranteed. Certain symbols and logos used herein are registered trademarks of the applicable Companies. Any opinions expressed are subject to change without notice. Any performance information shown represents historical market information only and does not infer or represent any past performance of any Mesirow Financial affiliate. It should not be assumed that any historical market performance information discussed herein will equal such future performance. It should be assumed that client returns will be reduced by commissions or any other such fees and other expenses that may be incurred in the management of the account. Fees Performance information provided also contemplates reinvestment of dividends. Advisory Fees are described in Mesirow Financial Investment Management Inc.’s Part II of the Form ADV. Mesirow Financial does not provide legal or tax advice. Advisory services offered through Mesirow Financial Investment Management, Inc. an SEC-registered investment advisor, Securities offered by Mesirow Financial, Inc. member NYSE and SIPC.

HEADQUARTERS 353 North Clark Street Chicago, Illinois 60654 Main Phone: +1 312.595.6000 Main Fax: +1 312.595.4246

NEW YORK OFFICE 666 Third Avenue

New York, NY 10017 Main Phone: +1 212.351.8108

Main Fax: +1 212.351.8148