·
|
The
exchange offer expires at 5:00 p.m., New York City time, on June
12, 2007,
unless extended.
|
·
|
Completion
of the exchange offer is subject to certain customary conditions,
which
Berry Holding may waive.
|
·
|
The
exchange offer is not conditioned upon any minimum principal amount
of the
outstanding notes being tendered for
exchange.
|
·
|
You
may withdraw tenders of outstanding notes at any time before the
exchange
offer expires.
|
·
|
All
outstanding notes that are validly tendered and not withdrawn will
be
exchanged for exchange notes.
|
·
|
The
exchange of outstanding notes for exchange notes pursuant to the
exchange
offer should not be a taxable event for U.S. federal income tax
purposes.
|
·
|
There
is no existing market for the exchange notes to be issued, and
Berry
Holding does not intend to apply for listing or quotation on any
exchange
or other securities market to be issued, and Berry Holding does
not intend
to apply for listing or quotation on any exchange or other securities
market.
|
Prospectus
Summary
|
1
|
Summary
Historical and Pro Forma Financial and Other Data
|
14
|
Where
You Can Find More Information About Us
|
17
|
Disclosure
Regarding Forward-Looking Statements
|
18
|
Terms
Used in this Prospectus
|
20
|
Risk
Factors
|
22
|
Risks
Related to Our Business
|
32
|
The
Exchange Offer
|
37
|
Use
of Proceeds
|
48
|
Capitalization
|
49
|
Unaudited
Pro Forma Condensed Supplemental Combined Financial
Information
|
50
|
Selected
Historical Financial Data of Old Berry Holding
|
57
|
Selected
Historical Financial Data of Old Covalence
|
59
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations -
Old Berry Holding
|
61
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations -
Old Covalence
|
73
|
Old
Covalence Management’s Discussion and Analysis of Financial Condition and
Results of Operations
|
83
|
Principal
Credit Facilities of Berry Holding
|
104
|
Old
Berry Holding Business
|
107
|
Old
Covalence Business
|
119
|
Recent
Developments
|
130
|
Management
|
131
|
Certain
Relationships and Related Party Transactions
|
141
|
Principal
Stockholders of Berry Plastics Group
|
143
|
Description
of Other Indebtedness
|
145
|
Description
of the Exchange Notes
|
149
|
Material
United States Federal Income Tax Consequences
|
211
|
Plan
of Distribution
|
213
|
Legal
Matters
|
214
|
Experts
|
214
|
Where
You Can Find Additional Information
|
215
|
Index
to Financial Statements
|
F-1
|
Securities
Offered
|
Up
to $265,000,000 aggregate principal amount of the exchange notes
which
have been registered under the Securities Act.
|
|
The
form and terms of these exchange notes are identical in all material
respects to those of the outstanding notes of the same series except
that:
|
||
• the
exchange notes have been registered under the U.S. federal securities
laws
and will not bear any legend restricting their
transfer;
|
||
• the
exchange notes bear a different CUSIP number than the outstanding
notes;
|
||
• the
exchange notes will not be subject to transfer restrictions or
entitled to
registration rights; and
|
||
• the
exchange notes will not be entitled to additional interest provisions
applicable to the outstanding notes in some circumstances relating
to the
timing of the exchange offer. See “The Exchange Offer—Terms of the
Exchange Offer; Acceptance of Tendered Notes.”
|
||
The
Exchange Offer
|
Berry
Holding is offering to exchange the exchange notes for a like principal
amount of the outstanding notes.
|
|
Berry
Holding will accept any and all outstanding notes validly tendered
and not
withdrawn prior to 5:00 p.m., New York City time, on June 12, 2007.
Holders may tender some or all of their outstanding notes pursuant
to the
exchange offer. However, outstanding notes may be tendered only
in
integral multiples of $1,000 in principal amount. In order to be
exchanged, an outstanding note must be properly tendered and accepted.
All
outstanding notes that are validly tendered and not withdrawn will
be
exchanged. As of the date of this prospectus, there are $265,000,000
aggregate principal amount of outstanding 10¼% Series A Senior
Subordinated Notes due 2016. Berry Holding will issue exchange
notes
promptly after the expiration of the exchange offer. See “The Exchange
Offer—Terms of the Exchange Offer—Acceptance of Tendered
Notes.”
|
Transferability
of Exchange Notes
|
Based
on interpretations by the staff of the SEC, as detailed in previous
no-action letters issued to third parties, we believe that the
exchange
notes issued in the exchange offer may be offered for resale, resold
or
otherwise transferred by you without compliance with the registration
and
prospectus delivery requirements of the Securities Act as long
as:
|
|
• you
are acquiring the exchange notes in the ordinary course of your
business;
|
||
• you
are not participating, do not intend to participate and have no
arrangement or understanding with any person to participate in
a
distribution of the exchange notes; and
|
||
• you
are not our “affiliate” as defined in Rule 405 under the Securities
Act.
|
||
If
you are an affiliate of ours, or are engaged in or intend to engage
in or
have any arrangement or understanding with any person to participate
in
the distribution of the exchange notes:
|
||
• you
cannot rely on the applicable interpretations of the staff of the
SEC;
|
||
• you
will not be entitled to participate in the exchange offer;
and
|
||
• you
must comply with the registration and prospectus delivery requirements
of
the Securities Act in connection with any resale
transaction.
|
||
Each
broker or dealer that receives exchange notes for its own account
in the
exchange offer for outstanding notes that were acquired as a result
of
market-making or other trading activities must acknowledge that
it will
comply with the prospectus delivery requirements of the Securities
Act in
connection with any offer to resell or other transfer of the exchange
notes issued in the exchange offer.
|
||
Furthermore,
any broker-dealer that acquired any of its outstanding notes directly
from
us, in the absence of an exemption
therefrom,
|
• may
not rely on the applicable interpretation of the staff of the SEC’s
position contained in Exxon Capital Holdings Corp., SEC no-action
letter
(April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter
(June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2,
1993); and
|
||
• must
comply with the registration and prospectus delivery requirements
of the
Securities Act in connection with any resale of the exchange
notes.
|
||
See
“Plan of Distribution.”
|
||
We
do not intend to apply for listing of the exchange notes on any
securities
exchange or to seek approval for quotation through an automated
quotation
system. Accordingly, there can be no assurance that an active market
will
develop upon completion of the exchange offer or, if developed,
that such
market will be sustained or as to the liquidity of any
market.
|
||
Expiration
Date
|
The
exchange offer will expire at 5:00 p.m., New York City time, on
June 12,
2007, unless Berry Holding extends the expiration date.
|
|
Exchange
Date; Issuance of Exchange Notes
|
The
date of acceptance for exchange of the outstanding notes is the
exchange
date, which will be the first business day following the expiration
date
of the exchange offer. Berry Holding will issue the exchange notes
in
exchange for the outstanding notes tendered and accepted in the
exchange
offer promptly following the exchange date. See “The Exchange Offer—Terms
of the Exchange Offer; Acceptance of Tendered Notes.”
|
|
Conditions
to the Exchange Offer
|
The
exchange offer is subject to customary conditions. Berry Holding
may
assert or waive these conditions in our reasonable discretion.
See “The
Exchange Offer—Conditions to the Exchange Offer” for more information
regarding conditions to the exchange offer.
|
|
Special
Procedures for Beneficial Holders
|
If
you beneficially own outstanding notes that are registered in the
name of
a broker, dealer, commercial bank, trust company or other nominee
and you
wish to tender in the exchange offer, you should contact such registered
holder promptly and instruct such person to tender on your behalf.
See
“The Exchange Offer—Procedures for Tendering Outstanding
Notes.”
|
Effect
of Not Tendering
|
Any
outstanding notes that are not tendered in the exchange offer,
or that are
not accepted in the exchange, will remain subject to the restrictions
on
transfer. Since the outstanding notes have not been registered
under the
U.S. federal securities laws, you will not be able to offer or
sell the
outstanding notes except under an exemption from the requirements
of the
Securities Act or unless the outstanding notes are registered under
the
Securities Act. Upon the completion of the exchange offer, Berry
Holding
will have no further obligations, except under limited circumstances,
to
provide for registration of the outstanding notes under the U.S.
federal
securities laws. See “The Exchange Offer—Effect of Not
Tendering.”
|
|
Withdrawal
Rights
|
You
may withdraw your tender at any time before the exchange offer
expires.
|
|
Interest
on Exchange Notes and the
Outstanding
Notes
|
The
exchange notes will bear interest from the most recent interest
payment
date to which interest has been paid on the outstanding notes,
or, if no
interest has been paid, from February 16, 2006. Interest on the
outstanding notes accepted for exchange will cease to accrue upon
the
issuance of the exchange notes.
|
|
Acceptance
of Outstanding Notes and Delivery
of
Exchange Notes
|
Subject
to the conditions stated in the section “The Exchange Offer—Conditions to
the Exchange Offer” of this prospectus, Berry Holding will accept for
exchange any and all outstanding notes which are properly tendered
in the
exchange offer before 5:00 p.m., New York City time, on the expiration
date. The exchange notes will be delivered promptly after the expiration
date. See “The Exchange Offer—Terms of the Exchange Offer; Acceptance of
Tendered Notes.”
|
|
Material
United States Federal Income Tax Considerations
|
The
exchange by a holder of outstanding notes for exchange notes to
be issued
in the exchange offer should not result in a taxable transaction
for U.S.
federal income tax purposes. See “Material United States Federal Income
Tax Consequences.”
|
|
Accounting
Treatment
|
Berry
Holding will not recognize any gain or loss for accounting purposes
upon
the completion of the exchange offer. The expenses of the exchange
offer
that Berry Holding pay will be charged to expense in accordance
with
generally accepted accounting principles. See “The Exchange
Offer—Accounting Treatment.”
|
Exchange
Agent
|
Wells
Fargo Bank, National Association, the trustee under the indenture,
is
serving as exchange agent in connection with the exchange offer.
The
address and telephone number of the exchange agent are listed under
the
heading “The Exchange Offer—Exchange Agent.”
|
|
Use
of Proceeds
|
Berry
Holding will not receive any proceeds from the issuance of exchange
notes
in the exchange offer. Berry Holding will pay all expenses incident
to the
exchange offer. See “Use of
Proceeds.”
|
Issuer
|
Berry
Plastics Holding Corporation (successor by merger to Covalence
Specialty
Materials Corp.)
|
|
Securities
|
Up
to $265,000,000 in aggregate principal amount of 10¼% Senior Subordinated
Notes due 2016.
|
|
Maturity
|
March
1, 2016.
|
|
Interest
|
Annual
rate: 10¼%
|
|
Payment
frequency: semiannually on March 1 and September 1.
|
||
First
payment: September 1, 2006.
|
||
Ranking
|
The
exchange notes will be our general unsecured senior subordinated
obligations. Accordingly, they will rank:
|
|
• junior
to all of our existing and future senior debt, including all borrowings
under our senior secured credit facilities and the Second Priority
Fixed
and Floating Rate Notes;
|
||
• effectively
junior to our secured indebtedness to the extent of the value of
the
assets securing that debt;
|
||
• equally
with all of our future senior subordinated debt;
|
||
• senior
to any of our future debt that expressly provides that it is subordinated
to the exchange notes; and
|
||
• effectively
junior to all of the liabilities of our subsidiaries that are not
guarantors.
|
||
As
of December 30, 2006, we had outstanding on a combined pro forma
basis:
· No
borrowings outstanding under our $400 million Asset Based Revolving
Line
of Credit. We did have $21.4 million of outstanding letters of
credit and
borrowing availability of $378.6 million subject to a borrowing
base.
· $1,974.6
million of secured senior indebtedness consisting primarily of
first
priority term B loans under the senior secured credit facilities
and
Second Priority Fixed and Floating Rate Notes.
· $425
million of 11% unsecured senior secured subordinated indebtedness,
consisting of the senior subordinated notes.
|
Guarantees
|
The
exchange notes will be guaranteed, jointly and severally, on a
senior
subordinated basis, by each of our domestic subsidiaries that guarantees
our senior secured credit facilities.
|
|
The
guarantees of the exchange notes will be general unsecured senior
subordinated obligations of the exchange note guarantors. Accordingly,
they will rank:
|
||
• junior
to all existing and future senior debt of the exchange note guarantors,
including the exchange note guarantors’ guarantees of borrowings under our
senior secured credit facilities and floating rate
loan,.
|
||
• effectively
junior to all secured indebtedness of that guarantor to the extent
of the
value of the assets securing that debt;
|
||
• equally
with any future senior subordinated debt of the exchange note guarantors;
and
|
||
• senior
to all future debt of the exchange note guarantors that expressly
provides
that it is subordinated to the guarantees of the exchange
notes.
|
||
As
of December 30, 2006, on a pro forma basis the guarantees of the
notes
were subordinated to $1,974.6 million of senior debt of the note
guarantors, which primarily consists of guarantees of our borrowings
under
our senior secured credit facilities and second priority fixed
and
floating rate notes.
|
||
Optional
Redemption
|
Berry
Holding may redeem the exchange notes, in whole or in part, at
any time on
or after March 1, 2011, at the redemption prices described in “Description
of the Exchange Notes—Optional Redemption,” plus accrued and unpaid
interest, if any. Prior to March 1, 2011, Berry Holding may redeem
the
exchange notes, in whole or in part, at a price equal to 100% of
the
principal amount plus a “make- whole” premium, plus accrued and unpaid
interest, if any, to the date of
redemption.
|
In
addition, on or before March 1, 2009, Berry Holding may redeem
up to 35%
of the exchange notes with the net cash proceeds from certain equity
offerings at a redemption price of 100% of the principal amount
of the
notes redeemed. However, Berry Holding may only make such redemptions
if
at least 65% of the aggregate principal amount of the exchange
notes
issued under the indenture remains outstanding immediately after
the
occurrence of such redemption.
|
||
Change
of Control
|
If
Berry Holding experiences specific kinds of changes of control,
Berry
Holding must offer to purchase the exchange notes at 101% of their
face
amount, plus accrued interest.
|
|
Certain
Covenants
|
The
indenture governing the exchange notes will, among other things,
limit our
ability and the ability of our restricted subsidiaries
to:
|
|
• borrow
money or sell disqualified stock or preferred stock;
|
||
• pay
dividends on or redeem or repurchase stock;
|
||
• make
certain types of investments;
|
||
• sell
assets;
|
||
• incur
certain liens;
|
||
• restrict
dividends or other payments from restricted
subsidiaries;
|
||
• enter
into transactions with affiliates; and
|
||
• consolidate,
merge or sell all or substantially all of our assets.
|
||
These
covenants contain important exceptions, limitations and qualifications.
For more details, see “Description of the Exchange
Notes.”
|
|
•
|
|
the
results of operations of Covalence Specialty Materials Corp. for
the
period from February 17, 2006 to September 29, 2006 and the three
months
ended December 29, 2006, which reflect purchase accounting adjustments
from the date of acquisition of Covalence by Apollo on February
16,
2006;
|
|
•
|
|
the
results of operations of Berry Plastics Holding Corporation (Old
Berry
Holding) for the period from September 20, 2006 to September 30,
2006 and
the three months ended December 30, 2006, which reflect purchase
accounting adjustments from the date of acquisition of Old Berry
Holding
by Apollo on September 20, 2006.
|
Historical
|
Pro
Forma
|
||||||||||||
Period
from February 17,
|
Three
months
|
Three
months
|
|||||||||||
2006
to
September
30, 2006
|
ended
December
30, 2006
|
Year
Ended September 30, 2006
|
Ended
December
30, 2006
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||
Net
sales
|
$
|
1,138.8
|
$
|
703.6
|
$
|
3,173.4
|
$
|
703.6
|
|||||
Cost
of goods sold
|
1,022.9
|
617.2
|
2,701.4
|
617.6
|
|||||||||
Gross
profit
|
115.9
|
86.4
|
472.0
|
86.0
|
|||||||||
Operating
expenses
|
108.2
|
78.9
|
326.6
|
79.5
|
|||||||||
Operating
income
|
7.7
|
7.5
|
145.4
|
6.5
|
|||||||||
Other
expense (income)
|
(1.3
|
)
|
0.1
|
(1.3
|
)
|
0.1
|
|||||||
Interest
expense, net
|
46.5
|
59.9
|
236.4
|
59.1
|
|||||||||
Loss
on extinguished debt
|
13.6
|
-
|
13.6
|
-
|
|||||||||
Loss
before taxes
|
(51.1
|
)
|
(52.5
|
)
|
(103.3
|
)
|
(52.7
|
)
|
|||||
Income
tax benefit
|
(18.1
|
)
|
(19.5
|
)
|
(38.7
|
)
|
(19.8
|
)
|
|||||
Minority
interest
|
(1.8
|
)
|
(2.2
|
)
|
-
|
-
|
|||||||
Net
loss
|
$
|
(31.2
|
)
|
$
|
(30.8
|
)
|
$
|
(64.6
|
)
|
$
|
(32.9
|
)
|
|
Cash
Flow Data
|
|||||||||||||
Cash
flows provided by operating activities
|
$
|
96.7
|
$
|
59.8
|
$
|
-
|
$
|
-
|
|||||
Cash
flows used in investing activities
|
(3,252.0
|
)
|
(44.4
|
)
|
-
|
-
|
|||||||
Cash
flows provided by financing activities
|
3,212.5
|
|
(24.7
|
)
|
-
|
-
|
|||||||
Other
Data:
|
|||||||||||||
Capital
expenditures
|
34.8
|
14.2
|
-
|
14.2
|
|||||||||
Bank
Compliance EBITDA(b)
|
80.3
|
-
|
-
|
-
|
|||||||||
Depreciation
and amortization
|
54.6
|
49.1
|
198.5
|
50.1
|
Ratio
of earnings to fixed charges
|
(c)
|
(c)
|
(c)
|
(c)
|
|||||||||
Balance
Sheet Data (at end of period)
|
|||||||||||||
Cash
and equivalents
|
$
|
83.1
|
$
|
73.6
|
$
|
-
|
$
|
107.5
|
|||||
Working
capital(a)
|
442.3
|
403.8
|
-
|
438.1
|
|||||||||
Total
assets
|
3,821.4
|
3,658.5
|
-
|
3,900.3
|
|||||||||
Total
debt
|
2,628.3
|
2,605.1
|
-
|
2,658.3
|
|||||||||
Total
liabilities
|
3,346.6
|
3,215.5
|
-
|
3,302.2
|
|||||||||
Total
shareholders’ equity
|
409.6
|
379.7
|
-
|
598.1
|
Historical
|
||||
Period
from February 17, 2006 to
September
30, 2006
|
||||
Net
loss
|
$
|
(31.2
|
)
|
|
Interest
expense, net
|
46.5
|
|||
Income
taxes (benefit)
|
(18.1
|
)
|
||
Depreciation
and amortization
|
54.6
|
|||
Loss
on extinguished debt
|
13.6
|
|||
Management
fees
|
1.6
|
|||
Inventory
fair value step up
|
9.7
|
|||
Severance
costs
|
3.6
|
|||
Bank
Compliance EBITDA
|
$
|
80.3
|
·
|
risks
associated with our substantial indebtedness and debt service;
|
·
|
changes
in prices and availability of resin and other raw materials and
our
ability to pass on changes in raw material prices on a timely basis;
|
·
|
risks
of competition, including foreign competition, in our existing
and future
markets;
|
·
|
risks
related to our acquisition strategy and integration of acquired
businesses;
|
·
|
reliance
on unpatented proprietary know-how and trade secrets;
|
·
|
increases
in the cost of compliance with laws and regulations, including
environmental laws and regulations;
|
·
|
catastrophic
loss of one of our key manufacturing facilities;
|
·
|
increases
in the amounts we are required to contribute to our pension plans;
|
·
|
our
ownership structure following the Acquisition;
|
·
|
reduction
in net worth; and
|
·
|
the
other factors discussed in the section of this prospectus titled
“Risk
Factors.”
|
·
|
the
term “Apollo” refers to Apollo Management, L.P. and its affiliates;
|
·
|
the
term “BPC Holding Corporation” refers to Berry Plastics Holding
Corporation prior to the consummation of the Acquisition by Apollo
and
before it changed its name to Berry Plastics Holding
Corporation;
|
·
|
the
term “Berry Group” refers to Berry Plastics Group, Inc., a Delaware
corporation; the former parent of Old Berry
Holdings.
|
·
|
the
term “Berry Holding” refers to Berry Plastics Holding Corporation combined
together with Covalence Specialty Materials
Corp.;
|
·
|
the
terms “Berry Plastics Business” and “Berry” refer to the business segments
operated by Berry Plastics Corporation, which includes the
following
products: open top containers, drink cups, bottles, closures and
overcaps,
tubes and prescription vials.
|
·
|
the
terms “Covalence
Business” and “Covalence” refer to the business segments operated by Berry
Holding (successor to Covalence Specialty Materials Corp.), Covalence
Adhesives LLC and Covalence Specialty Materials LLC, which include
the
following
products: private
label trash bags, stretch films, plastic sheeting, can liners,
custom and
plastic film products, coated and laminated products and specialty
adhesive and flexible packaging application
businesses;
|
·
|
the
term “exchange notes” refers to the 10¼% Senior Subordinated Notes due
2016 that are registered under the Securities Act of 1933, and
which we
are hereby offering to exchange for the outstanding
notes;
|
·
|
the
term “Goldman” refers to The Goldman Sachs Group, Inc. and its
affiliates;
|
·
|
the
term “Graham Partners” refers to Graham Partners, Inc. and its affiliates;
|
·
|
the
term “guarantors” refers to each of the existing and future domestic
subsidiaries of Holdings that will guarantee the notes;
|
·
|
the
term “HDPE” refers to high density polyethylene;
|
·
|
the
term “LDPE” refers to low density
polyethylene;
|
·
|
the
term “notes” refers to the outstanding notes and the exchange
notes;
|
·
|
the
term “Old Berry Holdings” refers to Berry Plastics Holding Corporation
(f/k/a BPC Holding Corporation), the parent company of Berry Plastics
Corporation prior to the Covalence
Merger;
|
·
|
the
term “Old Covalence” refers to Covalence Specialty Materials
Corporation;
|
·
|
the
term “outstanding notes” refers to the 10¼% Senior Subordinated Notes due
2016 which we issued previously without registration under the
Securities
Act.
|
·
|
the
term “PE” refers to polyethylene;
|
·
|
the
term “PET” refers to polyethylene terephthalate;
|
·
|
the
term “PP” refers to polypropylene;
|
·
|
the
term “Sponsors” refers to Apollo and Graham Partners;
and
|
·
|
the
terms “we,” “us” and the “Company” refer to Berry Group and its
predecessors and consolidated subsidiaries, including Berry Holding;
|
·
|
make
it more difficult for us to satisfy our obligations under our
indebtedness, including the exchange notes;
|
·
|
limit
our ability to borrow money for our working capital, capital expenditures,
debt service requirements or other corporate purposes;
|
·
|
require
us to dedicate a substantial portion of our cash flow to payments
on our
indebtedness, which would reduce the amount of cash flow available
to fund
working capital, capital expenditures, product development and
other
corporate requirements;
|
·
|
increase
our vulnerability to general adverse economic and industry conditions;
|
·
|
limit
our ability to respond to business opportunities; and
|
·
|
subject
us to financial and other restrictive covenants, which, if we fail
to
comply with these covenants and our failure is not waived or cured,
could
result in an event of default under our debt.
|
·
|
borrow
money or sell “disqualified stock” (as defined in the indenture) or
preferred stock;
|
·
|
pay
dividends on or redeem or repurchase
stock;
|
·
|
make
certain types of investments;
|
·
|
sell
assets;
|
·
|
incur
certain liens;
|
·
|
restrict
dividends or other payments from
subsidiaries;
|
·
|
enter
into transactions with affiliates;
and
|
·
|
consolidate
or merge or sell our assets substantially as an
entirety.
|
·
|
our
future financial and operating performance, which will be affected
by
prevailing economic conditions and financial, business, regulatory
and
other factors, many of which are beyond our control; and
|
·
|
the
future availability of borrowings under our senior secured credit
facilities, which depends on, among other things, our complying
with the
covenants in our senior secured credit facilities.
|
·
|
incur
or guarantee additional debt;
|
·
|
pay
dividends and make other restricted payments;
|
·
|
create
or incur certain liens;
|
·
|
make
certain investments;
|
·
|
engage
in sales of assets and subsidiary stock;
|
·
|
enter
into transactions with affiliates;
|
·
|
transfer
all or substantially all of our assets or enter into merger or
consolidation transactions; and
|
·
|
make
capital expenditures.
|
·
|
will
not be required to lend any additional amounts to us;
|
·
|
could
elect to declare all borrowings outstanding, together with accrued
and
unpaid interest and fees, to be due and payable;
|
·
|
may
have the ability to require us to apply all of our available cash
to repay
these borrowings; or
|
·
|
may
prevent us from making debt service payments under our other agreements,
including the Indenture governing the exchange notes, any of which
could
result in an event of default under the exchange notes.
|
·
|
issued
the exchange notes or provided the guarantee with the intent of
hindering,
delaying or defrauding any present or future creditor;
or
|
·
|
received
less than reasonably equivalent value or fair consideration for
the
incurrence of such indebtedness or guarantee; and
|
·
|
were
insolvent or rendered insolvent by reason of such incurrence;
or
|
·
|
were
engaged in a business or transaction for which our or the exchange
note
guarantor’s remaining assets constituted unreasonably small capital to
carry on its business; or
|
·
|
intended
to incur, or believed that we or it would incur, debts beyond our
or its
ability to pay such debts as they
mature.
|
·
|
the
sum of its debts, including contingent liabilities, was greater
than the
fair saleable value of all of its assets;
or
|
·
|
if
the present fair saleable value of its assets was less than the
amount
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they become absolute
and
mature; or
|
·
|
it
could not pay its debts as they become
due.
|
·
|
our
operating performance and financial condition;
|
·
|
our
ability to complete this offer to exchange the outstanding notes
for the
exchange notes;
|
·
|
the
interest of securities dealers in making a market; and
|
·
|
the
market for similar securities.
|
·
|
the
diversion of management’s attention to the assimilation of the acquired
companies and their employees and on the management of expanding
operations;
|
·
|
the
incorporation of acquired products into our product line;
|
·
|
the
increasing demands on our operational systems;
|
·
|
possible
adverse effects on our reported operating results, particularly
during the
first several reporting periods after such acquisitions are completed;
and
|
·
|
the
loss of key employees and the difficulty of presenting a unified
corporate
image.
|
·
|
you,
or the person or entity receiving such exchange notes, is acquiring
such
exchange notes in the ordinary course of
business;
|
·
|
neither
you nor any such person or entity is participating in or intends
to
participate in a distribution of the exchange notes within the
meaning of
the U.S. federal securities laws;
|
·
|
neither
you nor any such person or entity has an arrangement or understanding
with
any person or entity to participate in any distribution of the
exchange
notes;
|
·
|
neither
you nor any such person or entity is our “affiliate” as such term is
defined under Rule 405 under the Securities Act;
and
|
·
|
you
are not acting on behalf of any person or entity who could not
truthfully
make these statements.
|
·
|
will
not be able to rely on the interpretation of the staff of the SEC
set
forth in the no-action letters described above;
and
|
·
|
must
comply with the registration and prospectus delivery requirements
of the
Securities Act in connection with any sale or transfer of the exchange
notes, unless the sale or transfer is made pursuant to an exemption
from
those requirements.
|
·
|
the
exchange notes have been registered under the U.S. federal securities
laws
and will not bear any legend restricting their
transfer;
|
·
|
the
exchange notes bear a different CUSIP number from the outstanding
notes;
|
·
|
the
exchange notes will not be subject to transfer restrictions or
entitled to
registration rights; and
|
·
|
the
holders of the exchange notes will not be entitled to certain rights
under
the registration rights agreement, including the provisions for
an
increase in the interest rate on the outstanding notes in some
circumstances relating to the timing of the exchange
offer.
|
·
|
complete,
sign and date the letter of transmittal, or a facsimile of the
letter of
transmittal;
|
·
|
have
the signatures guaranteed if required by the letter of transmittal;
and
|
·
|
mail
or otherwise deliver the letter of transmittal or such facsimile,
together
with the outstanding notes and any other required documents, to
the
exchange agent prior to 5:00 p.m., New York City time, on the expiration
date.
|
·
|
by
a registered holder who has not completed the box entitled “Special
Issuance Instructions” or “Special Delivery Instructions” on the letter of
transmittal;
|
·
|
for
the account of an eligible guarantor
institution.
|
·
|
a
member firm of a registered national securities exchange of the
National
Association of Securities Dealers,
Inc.;
|
·
|
a
commercial bank or trust company having an office or correspondent
in the
United States;
|
·
|
another
eligible guarantor institution.
|
·
|
you
must effect your tender through an “eligible guarantor institution,” which
is defined above under the heading “Guarantee of
Signatures.”
|
·
|
a
properly completed and duly executed notice of guaranteed delivery,
substantially in the form provided by us herewith, or an agent’s message
with respect to guaranteed delivery that is accepted by us, is
received by
the exchange agent on or prior to the expiration date as provided
below;
and
|
·
|
the
certificates for the tendered notes, in proper form for transfer
(or a
book entry confirmation of the transfer of such notes into the
exchange
agent account at DTC as described above), together with a letter
of
transmittal (or a manually signed facsimile of the letter of transmittal)
properly completed and duly executed, with any signature guarantees
and
any other documents required by the letter of transmittal or a
properly
transmitted agent’s message, are received by the exchange agent within
three New York Stock Exchange, Inc. trading days after the date
of
execution of the notice of guaranteed
delivery.
|
·
|
specify
the name of the person having tendered the outstanding notes to
be
withdrawn;
|
·
|
identify
the outstanding notes to be withdrawn (including the certificate
number(s)
of the outstanding notes physically delivered) and principal amount
of
such notes, or, in the case of notes transferred by book-entry
transfer,
the name and number of the account at
DTC;
|
·
|
be
signed by the holder in the same manner as the original signature
on the
letter of transmittal by which such outstanding notes were tendered,
with
any required signature guarantees, or be accompanied by documents
of
transfer sufficient to have the trustee with respect to the outstanding
notes register the transfer of such outstanding notes into the
name of the
person withdrawing the tender; and
|
·
|
specify
the name in which any such notes are to be registered, if different
from
that of the registered holder.
|
·
|
Berry
Holding determines that the exchange offer violates any law, statute,
rule, regulation or interpretation by the staff of the SEC or any
order of
any governmental agency or court of competent jurisdiction;
or
|
·
|
any
action or proceeding is instituted or threatened in any court or
by or
before any governmental agency relating to the exchange offer which,
in
our judgment, could reasonably be expected to impair our ability
to
proceed with the exchange offer.
|
·
|
to
us or our subsidiaries;
|
·
|
pursuant
to a registration statement which has been declared effective under
the
Securities Act;
|
·
|
for
so long as the outstanding notes are eligible for resale pursuant
to Rule
144A under the Securities Act to a person the seller reasonably
believes
is a qualified institutional buyer that purchases for its own account
or
for the account of a qualified institutional buyer to whom notice
is given
that the transfer is being made in reliance on Rule 144A;
or
|
·
|
pursuant
to any other available exemption from the registration requirements
of the
Securities Act (in which case Berry Holding and the trustee shall
have the
right to require the delivery of an opinion of counsel, certifications
and/or other information satisfactory to us and the trustee), subject
in
each of the foregoing cases to any requirements of law that the
disposition of the seller’s property or the property of such investor
account or accounts be at all times within its or their control
and in
compliance with any applicable state securities
laws.
|
·
|
exchange
notes are to be delivered to, or issued in the name of, any person
other
than the registered holder of the outstanding notes
tendered;
|
·
|
tendered
outstanding notes are registered in the name of any person other
than the
person signing the letter of transmittal;
or
|
·
|
a
transfer tax is imposed for any reason other than the exchange
of
outstanding notes in connection with the exchange
offer,
|
By
Registered or Certified Mail:
|
Wells
Fargo Bank, N.A.
|
||
Corporate
Trust Operations
|
MAC
N9303-121
|
|||
P.O.
Box 1517
|
|||
Minneapolis,
MN 55480
|
|||
By
Overnight Courier or Regular Mail:
|
Wells
Fargo Bank, N.A.
|
||
Corporate
Trust Operations
|
|||
MAC
N9303-121
|
|||
6th
& Marquette Avenue
|
|||
Minneapolis,
MN 55479
|
|||
By
Hand Delivery:
|
Wells
Fargo Bank, N.A.
|
||
Corporate
Trust Services
|
|||
608
2nd Avenue South
|
|||
Northstar
East Building—12th Floor
|
|||
Minneapolis,
MN 55402
|
|||
Confirm
by Telephone:
|
(800)
344-5128
|
|
As
of December 30, 2006
|
||||||
Unaudited
|
|||||||
|
Actual
|
Pro Forma
|
|||||
|
(in
millions)
|
||||||
Cash
|
$
|
73.6
|
$
|
107.5
|
|||
|
|||||||
Long-term
debt, including current portion:
|
|||||||
Revolving
Credit Facility(1)
|
$
|
—
|
$
|
—
|
|||
First
priority term loan B
|
—
|
1,200.0
|
|||||
Term
B loans - Berry
|
673.3
|
—
|
|||||
Term
C loans - Covalence
|
298.5
|
—
|
|||||
Second
priority floating and fixed rate notes - Berry
|
750.0
|
750.0
|
|||||
Second
priority floating notes - Covalence
|
175.0
|
—
|
|||||
11%
Senior subordinated notes - Berry
|
425.0
|
425.0
|
|||||
10.25%
senior subordinated notes - Covalence
|
265.0
|
265.0
|
|||||
Discount
on 10.25% senior subordinated notes - Covalence
|
(6.3
|
)
|
(6.3
|
)
|
|||
Other
indebtedness - Berry
|
0.9
|
0.9
|
|||||
Capital
leases - Berry
|
23.7
|
23.7
|
|||||
Total
long-term debt, including current portion
|
2,605.1
|
2,658.3
|
|||||
Total
stockholders’ equity
|
379.7
|
598.1
|
|||||
Total
capitalization
|
$
|
2,984.8
|
$
|
3,256.4
|
|||
|
|
•
|
|
the
exchange by minority shareholders of their interests as part of
the
Covalence Merger;
|
|
•
|
|
the
borrowing under our new asset based revolving line of credit and
senior
secured term loan, and the repayment of Berry and Covalence’s existing
credit facilities.
|
Acquisition
|
Pro
Forma
|
||||||||||||||||||
Combined
|
Refinancing
|
of
Minority
|
Balance
Sheet
|
||||||||||||||||
12/30/2006
|
Adjustments
|
Interest
|
12/30/2006
|
||||||||||||||||
Cash
|
$
|
73.6
|
$
|
33.9
|
(A
|
)
|
$
|
-
|
$
|
107.5
|
|||||||||
Accounts
receivable, net
|
292.1
|
-
|
-
|
292.1
|
|||||||||||||||
Inventory
|
352.1
|
-
|
2.6
|
(F
|
)
|
354.7
|
|||||||||||||
Deferred
income taxes
|
21.5
|
-
|
-
|
21.5
|
|||||||||||||||
Prepaid
expenses and other current assets
|
34.1
|
-
|
-
|
34.1
|
|||||||||||||||
Total
current assets
|
773.4
|
33.9
|
2.6
|
809.9
|
|||||||||||||||
Property,
plant and equipment, net
|
797.1
|
-
|
7.9
|
(F
|
)
|
805.0
|
|||||||||||||
Goodwill
|
989.2
|
-
|
106.2
|
(F
|
)
|
1,095.4
|
|||||||||||||
Deferred
financing fees, net
|
62.7
|
(9.8
|
)
|
(B
|
)
|
-
|
52.9
|
||||||||||||
Intangible
assets, net
|
1,035.5
|
-
|
101.0
|
(F
|
)
|
1,136.5
|
|||||||||||||
Other
assets
|
0.6
|
-
|
-
|
0.6
|
|||||||||||||||
Total
assets
|
$
|
3,658.5
|
$
|
24.1
|
$
|
217.7
|
$
|
3,900.3
|
Accounts
payable
|
$
|
211.8
|
$
|
-
|
$
|
-
|
$
|
211.8
|
|||||||||||
Accrued
expenses and other current liabilities
|
142.4
|
-
|
-
|
142.4
|
|||||||||||||||
Current
portion of long-term debt
|
15.4
|
2.2
|
(C
|
)
|
-
|
17.6
|
|||||||||||||
Total
current liabilities
|
369.6
|
2.2
|
-
|
371.8
|
|||||||||||||||
Long-term
debt
|
2,589.7
|
51.0
|
(D
|
)
|
-
|
2,640.7
|
|||||||||||||
Deferred
income taxes
|
234.2
|
(10.9
|
)
|
(E
|
)
|
44.8
|
(F
|
)
|
268.1
|
||||||||||
Other
long-term liabilities
|
22.1
|
-
|
(0.5
|
)
|
(F
|
)
|
21.6
|
||||||||||||
Minority
Interest
|
63.2
|
-
|
(63.2
|
)
|
(F
|
)
|
-
|
||||||||||||
Stockholders’
equity
|
379.7
|
(18.2
|
)
|
(E
|
)
|
236.6
|
(F
|
)
|
598.1
|
||||||||||
Total
liabilities, minority interest and equity
|
$
|
3,658.5
|
$
|
24.1
|
$
|
217.7
|
$
|
3,900.3
|
(A)
|
Represents
additional proceeds of $53.2 million from the incurrence of the
new credit
facility which consists of a $400 million asset based revolving
line of
credit and $1.2 billion term loan less pre-payment penalties of
$1.8
million related to the retired credit facilities and financing
fees of
$17.5 million.
|
(B)
|
This
adjustment represents the new deferred financing fees of $17.5
million
incurred in connection with the new credit facility less the write-off
of
deferred financing fees of $14.3 million for the retirement of
the Old
Berry Holdings credit facility and $13.0 million for the Old Covalence
credit facility.
|
(C)
|
-
This adjustment reflects the elimination of the current portion
of
long-term debt for the retirement of the Berry credit facility
and the
Covalence credit facility offset by the current portion of the
new credit
facility incurred in connection with the Covalence
Merger.
|
Current
portion of Old Berry Holdings term loans
|
$
|
(6.8
|
)
|
|
Current
portion of Old Covalence term loans
|
(3.0
|
)
|
||
Current
portion of new first lien term loan
|
12.0
|
|||
Net
adjustment
|
$
|
2.2
|
(D)
|
-
This adjustment reflects the incurrence of the new credit facility
offset
by the elimination of the Berry and Covalence credit
facilities.
|
Old
Berry Holdings revolving line of credit
|
$
|
-
|
||
Old
Covalence revolving line of credit
|
-
|
|||
Old
Berry Holdings term loan B
|
(673.3
|
)
|
||
Old
Covalence term loan C
|
(298.5
|
)
|
||
Old
Covalence senior secured second priority floating rate
notes
|
(175.0
|
)
|
||
New
asset based revolving line of credit
|
-
|
|||
New
first lien term loan B
|
1,200.0
|
|||
53.2
|
||||
Less
current portion of long-term debt
|
(2.2
|
)
|
||
Net
adjustment
|
$
|
51.0
|
(E)
|
-
This adjustment represents the write-off of deferred financing
fees of
$14.3 million for the retirement of the Old Berry Holdings credit
facility
and $13.0 million for the Old Covalence credit facility and the
prepayment
penalty of $1.8 million, net of the tax impact of $10.9
million.
|
(F)
|
-
This adjustment reflects the exchange of minority interests following
the
combination and the step-up to fair value of the minority interest
shareholders as follows:
|
Inventory
|
$
|
2.6
|
||
Property,
plant and equipment
|
7.9
|
|||
Goodwill
|
106.2
|
|||
Intangible
assets
|
101.0
|
|||
Deferred
income taxes
|
(44.8
|
)
|
||
Other
long-term liabilities
|
0.5
|
|||
Minority
interests
|
63.2
|
|||
Exchange
of minority interests
|
$
|
236.6
|
Old
Berry Holdings
(1)
|
Old
Covalence (2)
|
Pro
Forma
|
||||||||||||||||||||
Berry
Holding
|
10/1
- 12/31/05
|
1/1
- 9/19/06
|
10/1/05
- 2/16/06
|
Adjustments
|
Pro
Forma
|
|||||||||||||||||
Net
sales
|
$
|
1,138.8
|
$
|
319.2
|
$
|
1,048.5
|
$
|
666.9
|
$
|
-
|
$
|
3,173.4
|
||||||||||
Cost
of goods sold
|
1,022.9
|
252.8
|
839.4
|
579.0
|
7.3
|
(A),
(B
|
)
|
2,701.4
|
||||||||||||||
Gross
profit
|
115.9
|
66.4
|
209.1
|
87.9
|
(7.3
|
)
|
472.0
|
|||||||||||||||
Operating
expenses
|
108.2
|
38.3
|
97.5
|
61.0
|
21.6
|
(C),(D
|
)
|
326.6
|
||||||||||||||
Merger
expenses
|
-
|
-
|
70.1
|
-
|
(70.1
|
)
|
(E
|
)
|
-
|
|||||||||||||
Operating
income
|
7.7
|
28.1
|
41.5
|
26.9
|
41.2
|
145.4
|
||||||||||||||||
Other
expense (income)
|
(1.3
|
)
|
0.3
|
(0.3
|
)
|
-
|
-
|
(1.3
|
)
|
|||||||||||||
Interest
expense, net
|
46.5
|
22.0
|
63.8
|
7.6
|
96.5
|
(F
|
)
|
236.4
|
||||||||||||||
Loss
on extinguished debt
|
13.6
|
-
|
34.0
|
-
|
(34.0
|
)
|
(G
|
)
|
13.6
|
|||||||||||||
Income
(loss) before taxes
|
(51.1
|
)
|
5.8
|
(56.0
|
)
|
19.3
|
(21.3
|
)
|
(103.3
|
)
|
||||||||||||
Income
tax expense (benefit)
|
(18.1
|
)
|
0.7
|
1.0
|
1.6
|
(23.9
|
)
|
(H
|
)
|
(38.7
|
)
|
|||||||||||
Minority
interest
|
(1.8
|
)
|
-
|
-
|
-
|
1.8
|
(I
|
)
|
-
|
|||||||||||||
Net
income (loss)
|
$
|
(31.2
|
)
|
$
|
5.1
|
$
|
(57.0
|
)
|
$
|
17.7
|
$
|
0.8
|
$
|
(64.6
|
)
|
(1)
|
The
acquisition of Old Berry Holdings by Apollo occurred on September
20,
2006. The historical data with respect to Old Berry Holdings is
presented
in the unaudited pro forma supplemental combined statement of operations
for the year ended September 30, 2006 relates to the period from
October
1, 2005 to September 19, 2006. From September 20, 2006, data with
respect
to Old Berry Holdings is included in the Berry Holding supplemental
combined financial results.
|
(2)
|
The
acquisition of Old Covalence by Apollo occurred on February 16,
2006. The
historical data with respect to Old Covalence is presented in the
unaudited pro forma supplemental combined statement of operations
for the
year ended September 29, 2006 relates to the Old Covalence predecessor,
Tyco Plastics & Adhesives for the period from October 1, 2005 to
February 16, 2006. From February 17, 2006, data with respect to
Old
Covalence is included in the Berry Holding supplemental combined
financial
results.
|
(A)
|
This
adjustment reflects the additional depreciation expense in connection
with
the Covalence acquisition, the Berry acquisition and the minority
interest
combination as follows:
|
Eliminate
historical depreciation - Old Berry Holdings (1/1 - 9/30)
|
$
|
(64.5
|
)
|
|
Eliminate
historical depreciation - Old Berry Holdings (10/1 to
12/31/05)
|
(21.7
|
)
|
||
Eliminate
historical depreciation - Old Covalence (2/17/06 to 9/29/06)
|
(29.4
|
)
|
||
Eliminate
historical depreciation - Tyco Plastics & Adhesives (10/1/05 to
2/16/06)
|
(14.6
|
)
|
||
Combined
Company Holding depreciation
|
134.9
|
|||
Net
adjustment
|
$
|
4.7
|
(B)
|
This
adjustment reflects the additional expense of $2.6 million related
to the
write-up of inventory to fair value in connection with exchange
of the
minority interests.
|
(C)
|
This
adjustment reflects the additional amortization expense for definite
lived
intangible assets acquired in connection with the Old Covalence
acquisition, the Old Berry Holdings acquisition and the minority
interest
combination as follows:
|
Eliminate
historical amortization - Old Berry Holdings (1/1 - 9/30)
|
$
|
(15.1
|
)
|
|
Eliminate
historical amortization - Old Berry Holdings (10/1 to
12/31/05)
|
(7.1
|
)
|
||
Eliminate
historical amortization - Covalence (2/17/06 to 9/29/06)
|
(21.7
|
)
|
||
Eliminate
historical amortization - Tyco Plastics & Adhesives (10/1/05 to
2/16/06)
|
(1.0
|
)
|
||
Combined
company amortization
|
63.6
|
|||
Net
adjustment
|
$
|
18.7
|
(D)
|
This
adjustment relates to the termination of the Old Covalence management
fee
agreement and the pro forma impact of the Berry Holding management
fee
agreement for the entire year. The management agreement requires
New Berry
to pay a management fee equal to 1.25% of adjusted EBITDA, or
$5.3 million for the period from October 1, 2005 to September 29,
2006.
This adjustment includes an increase in management fees of $2.9
million
from what was previously recorded for the period from February
17, 2006 to
September 30, 2006.
|
(E)
|
This
adjustment represents the elimination of merger costs incurred
by the
selling shareholders of BPC Holding of $70.1 million to Apollo.
These
merger costs consisted of investment banking fees, special one
time
transaction bonuses, acceleration and modification of stock options
in
connection with the sale of BPC Holding, legal costs related to
the sale
and other miscellaneous expenses related to the merger incurred
by the
selling shareholders.
|
(F)
|
This
adjustment represents the elimination of the historical interest
expense
of Old Berry Holdings and Old Covalence and its predecessors including
the
amortization of deferred financing fees and the new pro forma interest
expense related to the acquisition of Berry and Covalence and the
new
credit facility entered into at the time of the merger. LIBOR used
in our
calculation of our assumed interest rates was 5.4%. This adjustment
also
assumes the s effective interest method amortization of $50.8 million
of
deferred financing fees and the amortization of $6.4 million of
debt
premium which are amortized using the Effective Interest Method
over the
life of the related debt. The adjustment is as
follows:
|
Interest
|
Pro
Forma
|
|||||||||
Amount
|
Rate
|
Interest
Expense
|
||||||||
Eliminate
historical interest expense
|
$
|
(139.9
|
)
|
|||||||
New
Asset based revolving line of credit
|
$
|
-
|
6.65
|
%
|
-
|
|||||
New
First lien term loan B
|
1,200.0
|
7.40
|
%
|
88.8
|
||||||
Berry
Second Priority Senior Secured Fixed Notes
|
525.0
|
8.75
|
%
|
45.9
|
||||||
Berry
Second Priority Senior Secured Floating Notes
|
225.0
|
9.27
|
%
|
20.8
|
||||||
Berry
11% Senior Subordinated Notes
|
425.0
|
11.00
|
%
|
46.8
|
||||||
Covalence
10.25% Senior Subordinated Notes
|
265.0
|
10.25
|
%
|
27.2
|
||||||
Amortization
of deferred financing fees and discount
|
6.9
|
|||||||||
Net
adjustment
|
$
|
96.5
|
(G)
|
This
adjustment relates to the tender offer and consent solicitation
fees
related to the retirement of the $335 million 10 ¾% Senior Subordinated
Notes, write-off of premium on the 10 ¾% Senior Subordinated Notes,
termination of interest rate swaps and write-off of deferred financing
fees incurred by the selling shareholders in connection with the
sale of
BPC Holding to Apollo.
|
(H)
|
This
adjustment reflects the elimination of the historic tax expense
(benefit)
on the income (loss) of Old Berry Holdings and Old Covalence and
the new
calculation of tax expense (benefit) based on a rate of 37.5% on
pro-forma
pre-tax loss.
|
(I)
|
This
adjustment reflects the elimination of minority interest in connection
with the exchange of the minority interest ownership in connection
with
the consummation of the Covalence
Merger.
|
Combined
|
Pro
Forma
|
Pro
Forma
|
|||||||||||
Berry
Holding
|
Adjustments
|
Berry
Holding
|
|||||||||||
Net
sales
|
$
|
703.6
|
$
|
-
|
$
|
703.6
|
|||||||
Cost
of goods sold
|
617.2
|
0.4
|
(A
|
)
|
617.6
|
||||||||
Gross
profit
|
86.4
|
(0.4
|
)
|
86.0
|
|||||||||
Operating
expenses
|
78.9
|
0.6
|
(B
|
)
|
79.5
|
||||||||
Operating
income (loss)
|
7.5
|
(1.0
|
)
|
6.5
|
|||||||||
Other
income
|
0.1
|
-
|
0.1
|
||||||||||
Interest
expense, net
|
59.9
|
(0.8
|
)
|
(C
|
)
|
59.1
|
|||||||
Loss
before taxes
|
(52.5
|
)
|
(0.2
|
)
|
(52.7
|
)
|
|||||||
Income
tax benefit
|
(19.5
|
)
|
(0.3
|
)
|
(D
|
)
|
(19.8
|
)
|
|||||
Minority
interest
|
(2.2
|
)
|
2.2
|
(E
|
)
|
-
|
|||||||
Net
loss
|