UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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 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

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.