agio complete

P L A S T I C S

E X P E R I E N C E

F I R M O V E R V I E W

Plastics Industry | 1

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Goldsmith Agio Helms is a leading private investment

banking firm serving middle market businesses. The

firm is dedicated to providing premium quality advisory

services including sell-side mergers and acquisitions,

private placements of debt and equity, distressed

company and restructuring advisory, valuations, and

fairness opinions through its offices in Minneapolis,

New York, Chicago, Los Angeles, and London, England.

Please visit us at www.agio.com.

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Four fundamental differences in our approach and

process enable us to consistently achieve outstanding

valuation results.

◆ Extraordinary project leadership by seniorprofessionals on every deal

◆ A culture attuned to maximizing client value

◆ An organization structured to eliminate conflicts ofinterest with its clients

◆ A mastery of the transaction process

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“Agio” is a word of Italian origin meaning the exchange

of one stock or currency for that of another at a premium price.

The powerful “Griffin” of Greek mythology served as

the protector of Zeus’ fortune. Both marks reflect our

complete commitment to serving our clients in

maximizing shareholder value.

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Goldsmith Agio Helms’ has more than 70 professionals

who have completed hundreds of transactions, each

skillfully guided by an experienced managing director.

Our professionals come from diverse backgrounds,

including senior corporate executives, M&A attorneys,

investment bankers, and partners in major accounting

firms. They are creative dealmakers focused on

maximizing value, with technical skill to anticipate

problems and to guide complex financial transactions.

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We represent all types of clients in discrete, privately

negotiated transactions including:

◆ Prominent entrepreneurs in the financing or sale ofclosely held businesses

◆ Private equity groups in portfolio divestitures orrecapitalizations

◆ Fortune 1000 and large private companies in thedivestiture of subsidiaries

◆ Successful small-cap public companies in theexecution of private equity (PIPEs), debt financings,mergers, sales, and going-private transactions.

2 | GOLDSMITH-AGIO-HELMS

P L A S T I C S G R O U P O V E R V I E W

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Goldsmith Agio Helms is the nation’s leader in serving

middle market plastics companies with more than 50

completed plastics assignments. Our practice

encompasses a full range of molding technologies and

resin types. End markets include consumer and medical

packaging, consumer products, automotive, and building

products.

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Goldsmith Agio Helms has represented the full range of

plastics processors:

◆ Blow Molders

◆ Film and Sheet Manufacturers

◆ Injection Molders

◆ Pipe, Profile, and Tube Extrudes

◆ Rotational Molders

◆ Thermoformers

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Goldsmith Agio Helms has advised companies that

manufacture a wide variety of plastic products and

components for numerous end markets including:

◆ Agriculture

◆ Automotive

◆ Building Products & Supplies

◆ Consumer Products & Packaging

◆ Food & Beverage Packaging

◆ Healthcare Products & Packaging

◆ Industrial Products & Packaging

◆ Specialty Chemical Packaging

◆ Technology

◆ Telecommunications

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Goldsmith Agio Helms is uniquely qualified to provide

plastics companies with sell-side and equity placement

advisory services.

◆ We personally know the buyers and understand the nuancesof their acquisition objectives.

◆ We understand the manufacturing processes and the issues unique to the industry.

◆ We conduct a more efficient and effective process because weunderstand industry dynamics and what creates strategic value.

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The following is a representative sampling of the firm’s

plastics transactions.


I N F I L T R A T O RT h e S a l e o f I n f i l t r a t o r ® S y s t e m s , I n c .

TRANSACTION OVERVIEWGoldsmith Agio Helms represented Infiltrator® Systems, Inc.in its sale to Graham Partners, a Philadelphia-based privateequity group. Graham Partners recognized the significantgrowth potential that exists in Infiltrator Systems ascompanies drive conversions from in their industries fromtraditional materials, such as old fashion gravel-and-pipe, tolower cost alternatives such as the plastic chamber systemsmanufactured by Infiltrator. Infiltrator looked to partner withGraham in order to accelerate the company's next phase ofgrowth.

THE SELLERInfiltrator Systems, Inc. is the pioneer of plastic chambertechnology that forms a structural framework for

underground wastewatermanagement systems inthe onsite septic leachfieldand stormwater markets.Its flagship products arelarge, plastic, arch-shapedchambers that are joinedtogether in excavatedtrenches to provide themeans for septic tankeffluent runoff to leachinto the soil. Infiltrator alsomanufactures chambers forstormwater retention anddetention that are sold

exclusively through its joint venture with Advanced DrainageSystems, Inc., called Stormtech LLC. Infiltrator's chamberproducts are based on proprietary and patented designs thatare injection molded from proprietary blends of prime andrecycled plastics. Infiltrator has created significant barriers toentry in its industryniche due to theCompany's dominantbrand name anddistribution network,extensive regulatoryapproval, proprietarydesigns, custom blendsof recycled plastics, andsuperior manufacturingknow-how. With over35 million chamberssold to date, Infiltratoris the world leader inthe markets it serveswith an estimated 80%share of all plasticleachfield chamberssold in the world. Infiltrator's growth is tied to the ongoingconversion from traditional gravel-and-pipe leachfield systemsto plastic chamber systems. Headquartered in Old Saybrook,Connecticut, Infiltrator employs over 400 people and hasmanufacturing facilities in Winchester, Kentucky and Ogden,Utah. Infiltrator supplies installers (contractors) through anetwork of more than 585 distributors in more than 1,025locations throughout North America and select internationalmarkets.

THE BUYERGraham Partners is a leading, lower middle market industrialprivate equity firm based in suburban Philadelphia with over$800 million under management. Graham Partners issponsored by the privately held Graham Group of York,Pennsylvania, an industrial and investment concern withglobal interests in plastics, packaging, machinery, buildingproducts and outsource manufacturing. Graham's strategy isto acquire niche manufacturing businesses with revenuesbetween $20 million and $350 million that are benefitingfrom raw materials and technology conversion trends whereGraham can utilize its unique and extensive operatingresources, financial expertise, and industrial network to addvalue during its holding period.

Exclusive representation of Infiltrator Systems Inc. by

has acquired

TRANSACTION OVERVIEWGoldsmith Agio Helms represented Synventive MoldingSolutions LLC, an affiliate of Chicago-based Madison CapitalPartners, in its sale to Advent International, Inc. a Boston-based global private equity firm. Advent Internationalrecognized Synventive's defendable technological advantages,strong market position, and potential for growth bothdomestic and international.

THE COMPANYSynventive Molding Solutions, LLC is theglobal leader in hot runner technology.Through its predecessors, Synventive has beensupplying hot runner systems since 1971. In2001, the Company was renamed Synventive(it was formerly known as Dynisco HotRunners) to reflect the Company'scustomized, technical nature and theseamless integration of its automationsystems into its customers' processes.Synventive's products include hot runnersystems manufactured under the Kona©

and MultiZone© brands, Dynamic Feed©

control systems, and related products. Thesehot runners are used by thousands ofcustomers in more than 50 countries toproduce products as diverse as cartridges forinkjet printers in Singapore, frames for sunglasses inSeattle, scalpels for medical procedures in the U.K., andaesthetically pleasing bumpers for automobiles in Germany.

The Company operates out of four design and manufacturingfacilities - Peabody, Massachusetts; 's-Gravendeel, TheNetherlands; Bensheim, Germany; and Suzhou, China - andhas nearly 30 sales and service offices globally.

THE SELLERMadison Capital Partners, headquartered in Chicago, acquiresand grows industrial manufacturing companies. It has a stellartrack record of improving businesses through its ownership.For more information, visit the Madison Capital Partnerswebsite.

THE BUYERAdvent International, founded in 1984, is a private investmentfirm in middle market companies. With 13 offices and 13affiliates in 25 countries, Advent has invested in more than500 companies across numerous industries.

TRANSACTION HIGHLIGHTSSynventive was acquired by Advent International, a Boston-based global private equity firm, focused on investing inglobal companies. Madison Capital had owned Synventivefor two years and during its ownership haddoubled EBITDA through internal/operationalimprovements. Synventive was in theprocess of opening a newmanufacturing facility in Chinaduring the sale process. Buyerinterest was global - reflecting

Synventive's worldwidem a n u f a c t u r i n gfacilities in North America,Europe and China. A combination ofthe attractive attributes of the business and a

tightly orchestrated sale process yielded an extremelyrobust process that included domestic andinternational buyers. Ultimately, Advent

International was the successful acquirer becauseof their ability to value fully the productivity

enhancements and the Company's growth strategy.

S Y N V E N T I V ET h e S a l e o f S y n v e n t i v e M o l d i n g S o l u t i o n s


Exclusive representation of Synventive Molding Solutions LLC by

has acquired

an affiliate of

C R E A T I V E C L O S U R E T O A T O U G H P A C K A G E


T h e S a l e o f L L S C o r p. / C o u r t e s y C o r p o r a t i o n / C r e a t i v e P a c k a g i n g C o r p.

TRANSACTION OVERVIEWIn January of 2002, LLS Corp. filed for bankruptcyprotection. Following an unsuccessful LBO, two leadingbuyout firms were faced with the possibility of losing nearly$80 million of equity and were maneuvering deftly inbankruptcy to salvage as much as they could. LLS’s creditorsstood to lose more than $100 million and were rigorouslypursuing their rights and remedies. LLS’s co-founders (andminority shareholders) were likely to lose their $42 millionrollover investment and were being sued by LLS for fraud andmisrepresentation.

Goldsmith Agio Helms was retained as the investmentbank to sell the business for the bankruptcy estate. Followinga highly managed, private auction process, Precise Technology,a $150 million injection molder of packaging and medicalproducts, emerged as the winner. Precise identifiedsubstantial synergies and concluded that the $130 millionacquisition was an outstanding strategic fit.

THE SELLERSLLS Corp., through its operating subsidiaries CourtesyCorporation and Creative Packaging, was a $140 millionmanufacturer of precision injection-molded components,closures, and dispensing systems used in medical products andpackaging for pharmaceutical, food, beverage, and personalcare products. Headquartered in the Chicago suburb ofBuffalo Grove, Illinois, Courtesy was well-known as a one-stop provider of concept development, tooling, productmanufacturing, assembly, and just-in-time distribution. Itsfacilities were some of the most advanced in the world andincluded clean room environments for molding andautomated assembly. The Company’s customers includedGatorade, Heinz Ketchup, and Kraft Parmesan Cheese.

THE BUYERSPrecise Technology, Inc. (www.precisetech.com),headquartered in North Versailles, Pennsylvania, is also amanufacturer of precision and injection-molded plasticcomponents, serving similar market segments withcomplementary manufacturing disciplines.

Precise Technology is majority-owned by Code Hennessy& Simmons LLC (www.chsonline.com), a Chicago-basedprivate investment firm. Code Hennessy & Simmons LLCmanages approximately $1.5 billion in capital and makescontrolling equity investments in manufacturing, distribution,and service companies.

BACKGROUND ON THE TRANSACTIONLLS began as a leveraged buyout.In 1999, Hicks Muse Tate & Furst and Mills & Partners (nowHanley Partners) invested $78 million of equity to acquirefrom the two founders a controlling two-thirds interest in thebusiness for $353 million. Shortly after the acquisition, salesand EBITDA declined significantly.

“The LLS sale was subject to almost every conceivable hurdle,including ... the jurisdiction of the bankruptcy court, ... multipleshareholder law suits, ... a prior stalking horse agreement and thedesperate interest of the company's shareholders, banks, bondholders,and management. David Solomon and his team not only conducteda speedy and efficient sale process, but also were able to galvanize theinterests of the various constituencies so that each supported a uniqueprivate sales process within the bankruptcy proceedings. Mr.Solomon's herculean efforts resulted in a valuation for the companythat exceeded all expectations of the company, the banks, and thebondholders.”– David Webster, partner of Hanley Partners, and senior vice

president of LLS Corp.

Representative Food, Beverage, and Consumer Products

C R E A T I V E C L O S U R E T O A T O U G H P A C K A G ET h e S a l e o f L L S C o r p. / C o u r t e s y C o r p o r a t i o n / C r e a t i v e P a c k a g i n g C o r p.

C o n t i n u e d


LLS posted a $5.2 million loss in 2000. Despite a completemanagement restructuring in 2000 and significant operationsimprovements, LLS continued to struggle for survival in 2002

under the burden of $313 million ofdebt, $250 million of which wasacquisition related.

LLS fired its co-founders and lawsuits ensued.

The co-founders had retained a one-third interest in the Company andremained with LLS to lead themanagement team. Within a year of

the recap, LLS fired the co-founders. Following their firing,LLS’s co-founders and LLS became locked in a bitter legalstruggle amid allegations of fraud and misrepresentationsrelating to the recap transaction.

LLS filed bankruptcy.

On January 16, 2002, LLS filed for Chapter 11 bankruptcyprotection, seeking relief from the crushing weight of anover-leveraged balance sheet.

TRANSACTION HIGHLIGHTS“Stalking horse” bid established after bankruptcy petition filed.

After LLS Corp. filed its petition, an affiliate of Hicks Musenegotiated with the Company to become the “stalking horse”with a $100 million bid for LLS. Hicks, Muse hoped toreacquire the Company with lower debt to recoup its losses,and to stabilize the customer base by ownershipcontinuity. In April, the court approved thestalking horse bid and required that theCompany seek higher offers through a publicauction process.

Court approved Goldsmith Agio Helms tohandle sale process.

The court also approved LLS Corp.’s retentionof the investment banking firm of GoldsmithAgio Helms to handle the sale process. We wereimmediately concerned that a conventionalpublic auction procedure in the context of astalking horse bid by the current shareholders,would suppress prospective buyers’ willingness to submit theirbest offers. We worked with the Company and obtained theconsent of lenders and certain creditors to undertake anunusual privately negotiated marketing process designed toincent buyers to reach higher valuations than they would in apublic forum.

Company instability during the sale process.

Upon Goldsmith Agio Helms’ engagement, several largecustomers expressed grave concerns about a potential changein ownership. These events threatened to undermine the saleprocess. Goldsmith Agio Helms helped turn the situationaround by developing a highly unusual communicationsprogram with these customers to ease their concerns.Goldsmith also initiated a negotiation with the managementteam to provide them with an adequate financial incentive tostay with the Company through the bankruptcy proceedings.

The private auction bidding process produced a 30 percentpremium over the stalking horse bid.

The court process mandated broad buyer contacts. Over 100interested parties were provided extensive information aboutthe Company, and a small group of 11 candidates were givenaccess to management and facilities. The final bidding roundproduced four bids that exceeded the stalking horse bid andtwo finalists with superior proposals were selected, both ofwhom completed extensive due diligence and engaged inpurchase agreement negotiations. On August 22, 2002, LLSannounced that it had signed a definitive agreement withPrecise, and that LLS Corp.’s senior secured lenders hadentered into a binding lock-up agreement to vote in supportof the sale. The lock-up provided the incentive for theleading buyer candidate to put its best offer on the table,knowing that it could not be trumped easily by a subsequentsuperior proposal. The winning bid was $131.6 million, morethan $30 million higher than the stalking horse bid. The

litigation with the co-founders was settled sothat the sale process could be concluded.

Purchase Agreement Accepted.

The court approved the purchase agreement onAugust 22, 2002 and confirmed the Plan ofReorganization on September 25, 2002. Thecomprehensiveness of the privately negotiatedprocess, the significant improvement in purchaseprice relative to the stalking horse bid, and thesupport of the outcome by all the parties ininterest led the judge to waive his requirementthat a traditional bankruptcy auction be held.

(1)EBITDA has been adjusted to eliminate costs associated withexcess compensation paid to the original owners, severancecosts, litigation costs, and restructuring costs.

$19$25

$39$48 $47

28%

13%

24%

$0

$30

$60

$90

1998 1999 2000 2001 2002E

0%

10%

20%

30%

Adjusted EBITDAAdjusted EBITDA Margin

Courtesy Corp.(in millions)

Dry-Powder Inhaler

FOR MORE INFORMATION ON THETRANSACTION CONTACT:David J. SolomonManaging Director and DirectorT212 758 [email protected]

P U L L I N G T H E T R I G G E R


T h e S a l e o f C o n t i n e n t a l S p r a y e r s t o A F A P r o d u c t s

When Lester Miller decided to convert Contico's smallindustrial trigger sprayer business into a major player in thehousehold cleaner market, he had no idea what he was gettinghimself into. The competition was cutthroat. Majorcustomers were consolidating and demanded sophisticatedtechnology that was both ergonomic and highly functional, atincreasingly lower pricing.

Miller determined that he needed to be the technology andcost leader, so he hired the top researcher from his archcompetitor, Calmar, and entered into a long-term strategy todesign the best sprayers in the industry.

By 1995, Continental Sprayers had become the largest U.S.manufacturer of consumer trigger sprayers, withapproximately $56 million in sales, serving the likes of Clorox,Colgate-Palmolive, Dow Brands, Lever Brothers, Proctor andGamble, Benckiser, and Drackett (Windex™ was Drackett’largest brand).

A MAJOR CRISISIn fact, there were only two majorhousehold cleaner companies thatContinental didn't serve: SC Johnsonand Reckitt & Colman, both servicedby rival Calmar. In 1995, asconsolidation began to sweep thehousehold cleaner industry, Drackettwas sold to SC Johnson, andContinental lost the Windex business,its largest account. The loss threw theCompany's production into chaos,and along with intense price

competition drove earnings from $10.7 million in 1994 to$5.8 million in 1996.

TECHNOLOGY LEADERDespite the rocky road, the company had developed uniquedesigns in both sprayers and lotion pumps that were attractingattention from all the majors. Customizable shrouds allowedeach customer to have its own unique look while using astandard pump. Customizable spray patterns allowed differentapplications to have appropriate sprays (mist for glass, largerdroplets for bathroom cleaners, for example). Its ergonomicsand longevity led the industry.

GAINING TRACTIONBy 1997, sales had climbed back to the $60 million level, andearnings were also improving, reaching $6.6 million in 1997and a forecast of $10.1 million for 1998. The Company wason the cusp of two major new products, promising improvedperformance at astoundingly low costs. The T-1000 sprayerand the Luxor pump were being well-received by customersand looked promising.

TIME TO CASH INHowever, the capital required totool up for these new productswould be $28 million over threeyears. Instead of building to thenext level, in 1997 Miller decidedto sell the company. Says Miller,“I was approaching 70 years old,have a large family, and wanted tohave a liquid estate. It was a tough decision to sell since Istarted this company from scratch but I know there’s a timewhen you have to let it go and put your estate in order foryour family. We had already gone through a disaster with theloss of the Drackett business, and at my age I couldn't affordto go through that again."

With the wind at the Company's back, Miller interviewedinvestment bankers. “We selected Goldsmith Agio Helmsbecause I knew I would get senior-level attention frombankers with deep plastics experience.” Miller had previouslyreviewed a number of potential acquisitions from GoldsmithAgio Helms, and had been impressed by the quality of their work.

“Goldsmith Agio

Helms...I felt like they

were the partner in the

trenches that we needed.”

– Lester Miller,CEO of ConticoInternational, Inc.

Lester Miller overlooking harbor at Monaco

Continental's new T-1000 had 10 parts

instead of 13, and wouldcost 15 percent less.

P U L L I N G T H E T R I G G E RT h e S a l e o f C o n t i n e n t a l S p r a y e r s c o n t .


SMOOTH SAIL ING—AT FIRSTBeginning in mid-1998, a tightly orchestrated auctionbrought many of the leading producers of plastic dispensingclosures and blow-molded bottles into a competitive biddingprocess. The offering memorandum successfully focusedbuyers on the $10.1 million earnings estimate for the currentyear, as opposed to the prior year’s poor results, and theCompany was tracking well.

Thirteen companies providedindications of interest, with valuesnear $100 million. Seven groups werebrought in for a well-rehearsedmanagement presentation, and themanagement team headed by BillDriggers showed extremely well.Follow-on visits were held in the ElPaso/Juarez plants. The interestmounted. Says Miller, “I wasimpressed by the presentation andbook they put together but equallyimportant I was amazed at the numberof bidders we had.”

A DRAMATIC TURNAs the participants prepared theirbids and reviewed data roominformation, SC Johnson (“SCJ”)

announced the acquisition of Dow Brands, the maker ofGlassPlus™ and other popular cleaners. Dow Brandsaccounted for 19 percent of Continental's sales, and adisproportionate amount of earnings. Goldsmith AgioHelms prepared a position paper, explaining that whileSCJ might not buy sprayers from Continental, SCJintended to divest half of what they had just bought,because of product overlap. It was considered likely thatContinental would continue to supply at least thedivested brands.

THE BIDDING GOES ONThe bidding process continued with much focus on this newturn of events. Seven final bids came in, including bids fromOwens Illinois, Silgan, and others. There were two biddersstill at $100 million. One of the bidders, AFA Products, wasthe fourth largest trigger sprayer manufacturer, with a productline primarily focused on the industrial market. AFA, whichhad invented the plastic trigger sprayer years ago, saw thisacquisition as an opportunity to regain the number onemarket position in the world. Goldsmith Agio Helmsrecommended that this was a determined buyer who couldbridge the difficulties posed by the SC Johnson transaction. Atransaction was negotiated at $104 million.

THE OTHER SHOE DROPSDuring the ensuing weeks, while contract negotiations anddue diligence were well-advanced, SCJ announced thedivestiture of half the Dow Brands portfolio of brands toReckitt & Colman, the one otherconsumer product giant that didnot buy from ContinentalSprayers. This was a devastatingblow—it appeared that theCompany would lose the full 19%of sales represented by DowBrands.

HOLDING THE L INEAFA pushed for a major pricereduction. While “fairness” mightdictate an accommodation,Goldsmith Agio Helms took a hard line in its role as fiduciary.Says Miller,“What no one could have predicted was that rightin the middle of the deal our largest customer, representing afifth of our sales, was sold to another company which usedour competitor’s products. David Solomon and his team atGoldsmith Agio Helms held the deal together, held all thebidders in tow, and still got us a great price, more than 35

percent over the price Iexpected. I felt like they werethe partner in the trenches thatwe needed.”The transaction wascompleted at $101 million.

Says Miller, “What I did notknow [when I started theprocess] was that GoldsmithAgio Helms was capable ofmoving it to a price that notonly put my estate in order butallowed me the capital to live asemi-retirement life doingthings that I never dreamed I

could do before. I started a company to manufacture 125-150foot ocean-going yachts. I never expected to be financiallysecure, travel the world, and really enjoy life without havingto worry about day-to-day pressures.”

Luxor pump designed to bethe lowest cost pump in themarket, using an innovative

tube valve.

“What I did not know[when I started theprocess] was that

Goldsmith Agio Helmswas capable of moving itto a price that not onlyput my estate in orderbut allowed me the

capital to live a semi-retirement life doingthings that I neverdreamed I could do

before.”– Lester Miller,CEO of ConticoInternational, Inc.

$8.8$10.7

$5.8 $6.6

$10.1

16%19%

9%12%

17%

$0

$3

$6

$9

$12

$15

$18

1994 1995 1996 1997 1998E

0%

5%

10%

15%

20%

By the numbers...EBIT and EBIT Margin

Sales were recovering andearnings had bottomed out.

FOR MORE INFORMATION ONTHIS TRANSACTION CONTACT:David J. SolomonManaging Director and PartnerT 212 758 [email protected]

A F O R K I N T H E R O A D


T h e S a l e o f J e t P l a s t i c a t o T r i v e s t P a r t n e r s

TRANSACTION OVERVIEWJet Plastica Industries was the number two U.S. producer ofplastic cutlery and foodservice disposables. The owners, Aland Charlie Tapper, made a major financial gamble toundertake an unusual level of capital improvements thatestab-lished Jet as the low-cost producer in the industry,

and set the stage for itsphenomenal growth in salesand earnings. Trivest Partnerssaw an oppor-tunity to conso-lidate the fragmented food-service disposables industryaround this platform invest-ment, and outbid a number ofmajor strategic bidders.

THE SELLERJet Plastica was a manu-facturer of plastic cutlery,straws, tumblers, and dinner-ware selling to institutionalfoodservice distributors, fast-food chains, and paperdistributors. In the year of the transaction, the Companyhad sales of $61.7 million,generating EBITDA (earningsbefore interest, taxes, dep-

reciation, and amortization) of $13.2 million. Headquarteredin Hatfield, Pennsylvania, the Company also had a facility inFowler, California. Major customers included SYSCOCorporation, PYA/Monarch, Alliant Foodservice, U.S.Foodservice, McDonald’s, Burger King, and Boston Market.

THE BUYERTrivest Partners (www.trivest.com) is a Miami-based privateequity firm that provides funding for middle marketcorporate acquisitions and growth capital financing.The firminvests in enterprises located in the Southeast, Mid-Atlanticand Midwest, primarily within the healthcare, business-to-business services, consumer products, niche manufacturingand value added distribution industries. For stand-aloneacquisitions, Trivest invests in companies that have revenuesbetween $30 million and $150 million.

THE STORY BEHIND THE TRANSACTIONAl Tapper enjoyed the rough and tumble nature of business,buying, selling, and negotiating. While working in his father’ssmall retail business, Al acquired Ziff Paper, a small paperdistributor with less than $1 million in sales. Al and hisbrother Charlie built Ziff into a $55 million business and thelargest paper distributor in New England. In the 1980s,Tapper saw the market shift from paper jobbers to full-linefoodservice distributors, and decided to sell in 1986. TheTapper brothers had acquired Plastica, a small plastic cutlerybusiness in 1974, and eight years later bought Mobil’s plasticdinnerware business, Jet Container. Al Tapper had negotiatedthe acquisition with Mobil’s vice president of strategicplanning, Jim Spierer. He was so impressed with Spierer thathe convinced him to run the combined entity, renamed Jet Plastica.

BIG DECISION NUMBER ONEJet was operating on older equipment and outdated molds. In1989,Tapper and Spierer took a bold wager; to survive long-term they would need to be a low cost producer. Theyembarked on an ambitious $20 million capital program toredesign its cutlery in order to reduce the plastic content anddramatically reduce cycle times. They re-engineered all theircutlery molds, bought 39 brand new Husky presses. Theproject was a stunning success, and as the low-cost producercatapulted Jet to the forefront of the industry.

BIG DECISION NUMBER TWOJust as Tapper had seen with Ziff Paper, the large, broadlinefoodservice distributors such as Sysco and Alliant werequickly taking market share from the paper distributors and specialist distributors.One-stop shopping forinstitutional foodservicecustomers was critical. Jetmade a bold decision tofocus all its marketingenergy into the institutionalfoodservice segment, andgrew it from 35 percent ofsales in 1992 to 70 percentof sales in 1996.

“I was especially impressed

with their intuitive nature that

anticipated every potential

pitfall.They ‘nipped every

problem in the bud’ before they

grew and became obstacles to a

successful transaction.”

– Albert Tapper,

Former Owner of

Jet Plastica

Jet Plastica’s Plastic Straws

A F O R K I N T H E R O A DC o n t i n u e d


THE LAST FORK IN THE ROADIn 1996, Tapper saw the dramatic growth in Jet, reaching$13.2 million of EBITDA after being at $7.8 and $5.1 the twoprior years. While the business was built on fundamentalstrengths, there were risks: customer concentration camewith the focus on foodservice customers, and severalcompetitors had retooled to catch up with Jet’scost advantage. He decided to sell.

Tapper was approached by a European buyer,offering an attractive price. Al entered into anexclusive with the buyer, opened up thecompany to scrutiny and intense due diligence.After two months of review, the Europeancompany proposed a much lower purchaseprice. Tapper said no. Instead he hiredGoldsmith Agio Helms to auction thecompany in an organized manner.

The bidders included some of most prestigious foodpackaging companies, including Sweetheart Cup, TennecoPackaging (now Pactiv), Newell Rubbermaid, and Solo Cup.However, none could match the valuation of Trivest, whowon the auction in a close race with another bidder.

A DIFFERENT L IFESince selling Jet Plastica, Al Tapper’s life has changed. Living

in New York City, he has published two books, and iswriting a third. He has produced his own play off-Broadway, and has produced a cabaret review. SaysTapper “I’m doing now what I always dreamed ofdoing. I’ve never been happier.”

FOR MORE INFORMATION ONTHE TRANSACTION CONTACT:David J. SolomonManaging Director and PartnerT 212 758 [email protected]

Jet Plastica’s Plastic Straws

Plastic Tableware


A C O L O R F U L T R A N S I T I O NT h e S a l e o f P a w n e e I n d u s t r i e s , I n c .

TRANSACTION OVERVIEWGoldsmith Agio Helms represented Sterling Ventures in thesale of Pawnee Industries, Inc., a diversified plasticsmanufacturer engaged in the manufacture of colorconcentrates for plastics applications through its ColorDivision, custom extrusion plastic sheet materials through itsExtrusion Division, and highly engineered rotational moldedplastic products through its subsidiary, Pawnee RotationalMolding, Inc.

THE SELLERPawnee Industries, Inc. had been acquired by SterlingVentures, a Houston-based private equity group, in a highlyleveraged transaction. Heller Financial Inc. provided the

acquisition financing. Over-leverage combined with rapidlydeclining operating performance caused significant liquidityconstraints, forcing Heller to refer the loan to its distressedasset group. Subsequently, Heller and Sterling decided that animmediate sale of Pawnee was the most appropriate solutionand jointly retained Goldsmith Agio Helms.

THE BUYERSSpartech Corporation acquired the color concentrates andextrusion divisions of Pawnee Industries Inc. Spartech is aleading producer of engineered thermoplastic materials,polymeric compounds, and molded and profile products for awide spectrum of manufacturing customers.The Company'sthree business segments, which operate out of 43 NorthAmerican and European facilities, annually process more than1.2 billion pounds of custom sheet and rollstock, specialtyplastic alloys, color and specialty compounds, and molded andprofile products.

Madison Capital Partners, a Chicago-based private equity firmthat focuses on plastic processors and industrial equipmentindustries, acquired Pawnee Rotational Molding, Inc.

TRANSACTION HIGHLIGHTSGoldsmith Agio Helms acted quickly to maximize thedistributable value of the enterprise by analyzing andunderstanding the financial and operational issues, then bypackaging, marketing, negotiating, structuring, and closing thesale of Pawnee's three divisions to the two most compatiblebuyers, all within a four and a half month period.

FOR MORE INFORMATION ON THETRANSACTION CONTACT:Gerald M. Caruso, Jr.Managing Director and PartnerT 612 339 [email protected]

Exclusive representation ofPawnee Industries, Inc. by

has acquired the

of

P I P E D R E A MT h e S a l e o f J e t S t r e a m P l a s t i c P i p e


TRANSACTION OVERVIEWRecognizing our firm’s strong capabilities in the plasticsindustry, Little Rock-based Winrock Enterprises, Inc. hiredGoldsmith Agio Helms to complete the sale of Jet StreamPlastic Pipe Co. Winrock was selling Jet Stream to diversifyits holdings as a part of the McDonough family's estate-planning efforts. Proving the old adage that “timing”is everything, Goldsmith Agio Helms completed thetransaction at a premium valuation, prior to a dramaticindustry-wide decline in the PVC pipe industry.

THE SELLERJet Stream (www.pipelife-jetstream.com) ranked among

the top 15 Extrudes of PVC pipe in the U.S. atthe time of the sale,producing and sellingmore than 100 millionpounds of pipe annually.The Company had a42-year history ofproducing premium-

quality pipe for contractors throughout the Southwest,Midwest, and Southeast. Products were sold through anetwork of nearly 600 distributors in 30 states. Jet Streamproduced PVC pipe from ½ inch to 18 inches in diameter forthe potable water, well casing, drain and sewer, DWV,irrigation, and industrial markets.

THE BUYERJet Stream was sold to PipeLife, (www.pipelife.com) a jointventure between Belgian diversified plastics manufacturerSolvay, S.A., and Austrian brick and clay pipe manufacturerWienerberger,AG. PipeLife's objective was to acquire a strongcompany as a means of establishing a beachhead in the U.S.plastic pipe market. Jet Stream's size and physical location in the central part of the U.S. made the Company attractiveto Pipelife.

TRANSACTION HIGHLIGHTSThe U.S. plastic pipe manufacturing industry wasconsolidating. The primary driver of this consolidation was amove by plastic pipe customers to limit the number ofsuppliers. Since pipe products are hollow, shipping costs areexpensive and plants are generally located within 500 miles ofcustomer locations. As one of the largest regionalmanufacturers of PVC pipe, Jet Stream was an attractiveacquisition candidate for buyers looking for regionaldiversification or a platform.

Goldsmith Agio Helms was able to obtain a premiumvaluation for Jet Stream by running a competitive processwhich included a broad group of potential buyers, includinga number of foreign participants.

Bidders included diversified building product manufacturers,other pipe producers, and private equity groups. PipeLifeultimately prevailed as it offered the most attractive terms,including the ability to close a transaction within 45 days ofsigning the letter of intent.

FOR MORE INFORMATION ON THETRANSACTION CONTACT:Gerald M. Caruso, Jr.Managing Director and PartnerT 612 339 [email protected]


G R E A T E R T H A N T H E S U M O F I T S P A R T ST h e S a l e o f T h e P l a s t i c s G r o u p

TRANSACTION OVERVIEWGoldsmith Agio Helms represented Madison Capital Partners,in the sale of one of its portfolio companies, The PlasticsGroup, to William Blair Capital Partners. Madison CapitalPartners has focused its acquisition efforts onunderperforming manufacturing companies that are capableof significant operating improvement with the propermanagement and capital. After nearly five years of ownership,The Plastics Group had successfully made this transition andhad outgrown Madison Capital Partner's portfolio profile. Inlight of our firm’s strong plastics industry reputation,Madison Capital called on Goldsmith Agio Helms to delivera superior valuation.

THE SELLERMadison Capital Partners created The Plastics Group byacquiring and integrating four single-plant, regionally focusedbusinesses. Each individual business was small andunderperforming, but had strong customer relationships innarrow product niches. The strategy was to build anintegrated organization to provide a "one-stop" source forhighly engineered custom plastic molding services includingengineering, product design, tooling, assembly, fulfillment,painting, and foaming, with the ability to mold and ship fromand to multi-plant locations. An exceptional seniormanagement team was assembled by retaining keymanagement from the acquired companies and addingtalented personnel to the top operating positions.

Over five years, the Plastics Group became the market leaderin the design, engineering, and manufacturing of large customblow-molded and rotational-molded plastic parts for a verybroad range of end-market applications including appliances,

automotive, construction, heavy trucks, home products,juvenile products, lawn and garden, marine, military, officeequipment, and recreational equipment. Customers includedAM General, Bombardier, Caterpillar, Ford, Freightliner,General Dynamics, General Motors, Honda, Ingersoll-Rand,Lear Corp., Mercury Marine, Napa Auto Parts, Onan, Polaris,Rubbermaid,Whirlpool, and Yamaha.

THE BUYERWilliam Blair Capital Partners was impressed by theCompany's strong management team and its desire to staywith the Company, as well as the Company's "one-stop"strategy. William Blair acquired the Company as a platformwith the goal of building the Company into a nationalnetwork of "one-stop" custom plastic molders.

TRANSACTION HIGHLIGHTSDuring the course of the sale process, The Plastics Groupreceived several large orders from new customers thatrequired a material investment of new capital (moldingmachines at multiple locations, etc.). Goldsmith Agio Helmswas able to show prospective buyers the profit potential forthese new orders and was able to gain additional purchaseprice consideration that more than compensated for theincremental capital investment.

F O RMORE

INFORMATION ON THE TRANSACTIONCONTACT:Gerald M. Caruso, Jr.Managing Director and PartnerT 612 339 [email protected]

The Plastics Group Manufactured Large Rotational- and Blow-Molded Parts.

A S O F T L A N D I N GT h e S a l e o f E l m P a c k a g i n g C o m p a n y


TRANSACTION OVERVIEWThree prominent private equity groups led by Code,Hennessy & Simmons, Inc. acquired Elm PackagingCompany in 1998 in a highly leveraged transaction. Theslumping U.S. economy adversely impacted revenues andprofits and the company defaulted on its loans. In early 2001,Elm retained Charles M. Price, CEO of HorizonManagement, Inc., a nationally recognized turnaroundmanagement firm, to lead the company and manage thebusiness during the sale process. Mr. Price was theTurnaround Management Association's Turnaround of theYear Award recipient in 2000. The three private equitygroups and Mr. Price engaged Goldsmith Agio Helms to sellElm in 2002.

THE SELLERElm Packaging Company, L.P., headquartered in Memphis,Tennessee, was a leading manufacturer and marketer ofpolystyrene foam packaging for the foodservice andconsumer channels. Elm Packaging produces plates, bowls,trays, and hinged-lid clam shell containers for a broad array ofcustomers across the United States. Customers includenational restaurant chains, quick service restaurants, fooddistributors, cafeterias and commissaries, mass merchandisersand grocery chains.

THE BUYERTekni-Plex, Inc., headquartered in Somerville, New Jersey, isa global, diversified manufacturer of plastic packaging,products, and materials for the healthcare, consumer, and foodpackaging industries. Privately held with 35 manufacturinglocations, Tekni-Plex ranks in the top ten plastic packagingcompanies as tabulated by Plastics News. Its subsidiary, DolcoPackaging, is the nation's largest producer of foam egg cartons.

Tekni-Plex acquired the assets and assumed certain liabilitiesof Elm Packaging to expand its presence in polystyrene foampackaging. Tekni-Plex will continue to operate all three ofElm's manufacturing facilities in Memphis,TN, Fullerton, CAand Troy, OH. The transaction represented the culmination ofthe management turnaround efforts that were initiated inearly 2001.

TRANSACTION HIGHLIGHTSThe Elm Packaging transaction is an example whereGoldsmith Agio Helms successfully maximized value in anout-of-court sale to a strategic buyer, while managing ahighly contentious situation. Following the 1998 LBO, anumber of unforeseen factors adversely impacted the businessand put the company in breach of its bank covenants. Elmhad a complex set of constituents including two seniorlenders, a mezzanine lender, the private equity sponsor, andthe former owner who was a subordinated lender as well asowner/lessor of two of the Company's three manufacturinglocations. The senior lenders wanted the Company sold,but the other parties would be significantly impairedeconomically in a sale.

In an effort to save time and expense, as well as avoid thestigma associated with bankruptcy, Goldsmith Agio Helmsdetermined that an optimal course of action would be tostrike a deal outside of bankruptcy. The challenge was todeliver the valuation sought by the creditors while arbitratingthe claims of the various constituents to make sure they werenot suing one another in the future. Goldsmith Agio Helmsorchestrated an accelerated sales process to minimize businessdisruption, achieved a strong valuation from Tekni-Plex andsecured mutual liability releases from all the various parties.As the result of the sale, each of the various classes of creditorsrecovered a portion of their investment in exchange for theircooperation. Each class received a reasonable outcomebecause of the high valuation achieved within a shortenedtime frame.

Exclusive representation ofElm Packaging Company by

has acquired

a protfolio company of

Elm’s Polystyrene Foam Foodservice Packaging

FOR MORE INFORMATION CONTACT:Barry D. FreemanManaging DirectorT 312 928 [email protected]


W N A C A R T H A G ET h e S a l e o f W N A C a r t h a g e t o D o p a c o I n c .

TRANSACTION OVERVIEWGoldsmith Agio Helms led the sale of Carthage CupCompany ("Carthage"), a division of Waddington NorthAmerica ("WNA") to Dopaco Inc. WNA's board decided tosell Carthage in order to focus management resources ongrowing its core business and reducing overall debt levels.

THE SELLERWNA is a portfolio company of Code Hennessy & SimmonsLLC, a leading private equity investment firm headquarteredin Chicago. Carthage is a leading, high-volume manufacturerand distributor of thermoformed tumblers, cups anddinnerware. The majority of the Company's sales are privatelabel products, though the Company markets some products

under the Partytime™, Partytime™ Value Buy, Partytime™

Select, Valueware, Cool® and Comet brand names. All ofCarthage's products are made from polystyrene resin.

Cold cups are manufactured as translucent cups, color cups,clear cups, two-color cups, and cruiser cups for foodservicecustomers. Sizes range from 3 ounces to 44 ounces.Dinnerware consists of disposable plates and bowls. Plates areavailable in sizes ranging from 6 inches to 10 ¼ inches indiameter. Bowls are produced in 5 ounce and 12 ounce sizes.Other product lines include coffee liner cups, lids andaccessories, and cutlery.

Products are sold through consumer, institutional foodservice,and national account channels. The consumer channelincludes retail grocers, mass merchandisers, discount chains,

drug stores, and party-supply and paper warehouses. Retailcustomers include Albertsons, Target, SuperValu, Jewel,Walgreens, and Kmart. Institutional foodservice channelincludes foodservice distributors and other supply housesserving the needs of restaurants, hotels and motels, cafeterias,and other places where food and beverages are served.National accounts include national restaurant chains, hotels,healthcare companies and government agencies.

THE BUYERDopaco Inc. is the nation's leading U.S. producer of paper-based packaging for the food industry including foldingcartons, clamshells, nested cartons, and food trays in theinstitutional foodservice channel unit.

TRANSACTION HIGHLIGHTSWhere some see little value, others place tremendous worth.Goldsmith Agio Helms marketed the business to a broad arrayof packaging companies around the world. The marketingeffort focused on Carthage's core competencies inmanufacturing and marketing plastic packaging, and there wasa considerable amount of interest from both domestic andinternational buyers. The Company was ultimately acquiredby Dopaco, Inc., who was looking for an opportunity todiversify away from paper packaging. The combinations ofCarthage's size, customer base, management sophistication,and operating knowledge made it an extremely attractiveacquisition target. They were able to justify a significantpremium valuation based on these value-added attributes.

FOR MORE INFORMATION ON THETRANSACTION CONTACT:Barry D. FreemanManaging Director312 928 [email protected]

Carthage’s Polystyrene Thermoformed Cups and Dinnerware

TRANSACTION OVERVIEWPretium Packaging LLC (www.pretiumpkg.com) is a St.Louis-based family-owned manufacturer of plasticbottles and containers that operates nine productionfacilities across the U.S. and Canada. The Company had2003 sales in excess of $130 million.

The Company’s blow-molded products are used inbroad end-markets, including personal-care, food &beverage, pharmaceutical, and household & industrialchemicals. Customers include Glaxo-Welcome,Vijon,Neutrogena, and Monsanto.

$102.6 million of new financing was raised to replacematuring senior and subordinated debt. Dymas CapitalManagement was the lead senior lender withparticipation by Congress Financial Corporation. AIGprovided mezzanine funding.

TRANSACTION HIGHLIGHTSPretium’s financing plan was built around its growthplans and capital needs, and allowed significant financialflexibility. A critical feature was to ensure that theCompany’s significant leverage did not constrain near-term growth as North American packaging demandincreased post-transacton.

TRANSACTION OVERVIEWEngineered Polymers Corp. (EPC), founded in 1939and a portfolio company of Harbour Group, Inc., was a

leading U.S. manufacturer of large and sophisticatedinjection and structural foam molded custom plasticproducts and a new line of proprietary material handling products.

The Company had an established blue chip customerbase, including many Fortune 500 corporations. EPC’scustomers were attracted to the Company’s structuralfoam experience, molding processes, parts capabilities,and finishing and assembly expertise.

EPC was acquired by Cookson Group plc (LSE:CKSN), a U.K.-based industrial materials group.The Company's products and proprietary technologywere highly complementary to those of Loudon Plastics,a U.S. subsidiary of Cookson Specialty MouldingGroup, and the acquisition positioned Cookson tobecome the European technological leader in structuralfoam molding.

TRANSACTION HIGHLIGHTSThrough the process, Goldsmith Agio Helms conveyedthe excitement and opportunity of the new proprietaryplastic pallet products, which significantly increased theinterest in the Company. Developing a competitiveprocess with several international as well as U.S. buyersenhanced the extraordinary results.

Exclusive representation of Pretium Packaging LLC by

Dymas Capital Management Company, Congress Financial Corporation, and

AIG Global Investment Corp.,as Investment Advisor

S E L E C T E D T R A N S A C T I O N S

T h e R e c a p i t a l i z a t i o n o fP r e t i u m P a c k a g i n g L L C

T h e S a l e o fE n g i n e e r e d P o l y m e r s C o r p .


T R A N S A C T I O N O V E R V I E WDelta Plastics Corp. and Essex Plastics, Inc., affiliates ofthe Sigma Plastics Group (revenues of $765 million),produced a variety of niche custom products, includingshrink film, monolayer and co-extruded bags and films,and institutional can liners.

Utilizing linear low density polyethylene ("LLDPE")materials that are run 100% straight as well as a broadrange of proprietary blends combined with unique,highly flexible line configurations, Delta and Essexserved as one-stop shops for their over 2,050 customersproviding extensive product development andmanufacturing capabilities.

Delta and Essex were purchased by FlexSol HoldingCorp., an acquisition vehicle formed by Bank ofAmerica Capital Investors (NYSE: BAC), otherinvestors, and management, with a vision towardintegrating the previously autonomous Delta and Essexorganizations, further strengthening their marketpresence on a national basis, and providing expandedproducts and services.

T R A N S A C T I O N H I G H L I G H T SWhere private companies are competing with globalplayers in a competitive and consolidating market, a saleto a financial buyer can provide expansion capital togrow through acquisition and expand geographicpresence, to develop a lower cost structure to improvecompetitiveness.

T R A N S A C T I O N O V E R V I E WAlterra Holdings Corporation, through its two wholly-owned operating subsidiaries Royal Rubber andManufacturing Company and Aquapore MoistureSystems, Inc., designed and manufactured home andgarden consumer products.

Royal, with its Veldura brand, was the largestmanufacturer of rubber and vinyl floor mats and relatedproducts to retail and wholesale customers in the U.S.Aquapore, with its Moisture Master and Gardena brands,was the leading manufacturer and distributor of soakerhoses and associated lawn and garden watering products.

Fiskars Oyj Abp (FINLAND: FISKS), the oldestindustrial company in Finland and an internationallyrecognized leader in the consumer products industry,purchased Alterra to further Fiskars' consumer productsstrategy, enhance its ability to serve common customers,and establish a base for launching innovative newproducts.

T R A N S A C T I O N H I G H L I G H T SCompanies with strong niche products, well-recognizedbrands, and established market share are compellingacquisitions for industry players seeking to broaden theircustomer base and/or expand product offerings.


T h e S a l e o fD e l t a P l a s t i c s C o r p .

& E s s e x P l a s t i c s , I n c .

T h e S a l e o f A l t e r r a H o l d i n g s C o r p.


Code, Hennessy &Simmons, Inc.

McCormick & Company,Inc. (NYSE: MKC)

Fiskars Oyj Abp(FINLAND: FISKS)


An affiliate ofWestinghouse ElectricCorporation

Miramar Marine Corp.

Wellington LeisureProducts, Inc.(NASDAQ:WLPI)

Unimast Incorporated

AFA Products, Inc.

Carpenter Company

TOTAL Compagnie Francaise des Pétroles

Precise Technology, Inc.(Code, Hennessy &Simmons, Inc.)

Heritage Communications

Ace Products, Inc. was a manufacturer of semi-pneumaticrubber tires and plastic wheel assemblies for lawn and gardenand material handling products.

Admiral Plastics Corporation, a subsidiary of APL Corporation,was a manufacturer of quality rigid packaging used in thepharmaceuticals, foods, toiletries, cosmetics, motor oils, andchemicals industries.

Alterra Holdings Corporation, a portfolio company of BTCapital Partners, was a designer and manufacturer of home andgarden products.

American Designer Pottery, L.P. was a manufacturer andmarketer of polyurethane foam gardening pots and urns.

Black Fin Yacht Corporation, a subsidiary of ZimmerCorporation, was a luxury boat manufacturer.

Carver Boat Corporation was a manufacturer of luxury yachts.

Casad Manufacturing Corporation was a manufacturer of waterski equipment and accessories, including tow ropes, personalflotation devices, and wet suits.

C.O.C. Industries, Inc., d/b/a Clinch-On Products, Inc., was aleading U.S. producer of steel and plastic cornerbead and relateddrywall trim products for the building materials industry.

Continental Sprayers International, a division of ConticoInternational, Inc., was a leading manufacturer of liquiddispensing products (e.g., trigger sprayers, foamers, and pumpdispensers).

The Urethane Systems Division of Cook Composites andPolymers was a producer of non-integrated urethane systemsfoam.

The formation of a joint-venture between Cook Paint &Varnish Co., through its affiliate Cook Fiberglass ReinforcedPlastics Unit, and TOTAL Compagnie Francaise des Pétroles,through its subsidiary Total Chimie.

LLS Corp. and its subsidiaries Courtesy Corporation andCreative Packaging Corp. were sold out of bankruptcy. LLSwas a full-service manufacturer of precision injection-moldedplastic components, closures, and dispensing systems.

Custom Display, Inc. was a manufacturer of plasticadvertisement displays.

Ace Products, Inc.

Admiral Plastics Corporation

Alterra Holdings Corp.(BT Capital Partners)

American Designer Pottery

Black Fin Yacht Corp.(Zimmer Corporation)

Carver Boat Corporation

Casad Manufacturing Corp.

Clinch-On Products, Inc.

Continental SprayersInternational(Contico International, Inc.)

Cook Composites and Polymers

Cook Paint & Varnish Co.

Courtesy Corporation(Hicks, Muse,Tate & Furst)

Custom Display, Inc.



BUYER/LENDERSELLER DESCRIPTION

Bank of America CapitalInvestors

Audax Group

PW Eagle (formerlyBlack Hawk Holdings,Inc.) (NASDAQ: PWEI)

Tekni-Plex, Inc.

Cookson Group plc(LSE: CKSN)

Sealed Air Corporation(NYSE: SEE)

Bank of America CapitalInvestors

Ferro Management Group

TOTAL CompagnieFrancaise des Pétroles(France)

Linsalata Capital Partners

HPG International, Inc.

AEA Investors Inc.

Delta Plastics Corp. was a manufacturer of extruded LLDPEbag and film products.

The sale of Dynisco, LLC, a portfolio company of MadisonCapital Partners and a manufacturer of branded test,measurement, and process-control devices for the plasticsindustry, to Audax Group.

Eagle Plastics, Inc. was a manufacturer of extruded PVC and PEpipe for the agricultural, turf irrigation, and building markets.

Elm Packaging L.P., a portfolio company of Code, Hennessy &Simmons, Inc., was a manufacturer of thermoformed plates,bowls, trays, and hinged-lid containers for the institutionalfoodservice and channels. Tekni-Plex, Inc. is a Somerville, NewJersey diversified, global manufacturer of packaging products forthe healthcare, consumer, and foodservice packaging industries.

Engineered Polymers Corporation, a portfolio company ofHarbour Group, Ltd., was a manufacturer of large, sophisticatedinjection and structural foam molded plastic products.

Epsilon-Opti Films Corporation was a leading manufacturer ofpolyolefin shrink films for high-clarity retail packagingapplications.

Essex Plastics, Inc. was a manufacturer of extruded LLDPE andHDPE film and bag products.

Fort Wayne Plastics, Inc., a portfolio company of First AtlanticCapital, was a manufacturer of custom molded structural foamproducts.

Freeman Chemical Corporation was a manufacturer andmarketer of four specialty chemical product lines, includingpolyester resins, coating resins, urethane systems, and polyesterpolyols.

Global Tool Inc. was a short-run plastic injection molder andrapid prototype tool shop.

The Plastics Division of Huls-America, Inc. was a plasticextruder and calenderer of sheet and film used primarily forsingle-ply roof membranes.

The Trocellen Foam Business of Huls-America, Inc. was amanufacturer of cross-linked polyethylene foam for theindustrial and commercial markets.

Delta Plastics Corp.

Dynisco, LLC, a portfoliocompany of MadisonCapital Partners

Eagle Plastics, Inc.

Elm Packaging L.P.(Code, Hennessy & Simmons)

Engineered Polymers Corp.(Harbour Group, Ltd.)

Epsilon-Opti FilmsCorporation

Essex Plastics, Inc.

Fort Wayne Plastics, Inc.(First Atlantic Capital)

Freeman ChemicalCorporation

Global Tool Inc.

Huls-America, Inc.

Huls-America, Inc.




Valuation and StrategicAssessment

John Waddington PLC

Trivest, Inc. and BT Capital Partners

PipeLife International,GmbH (Belgium)

Nortek, Inc.(NYSE: NTK)

Wozniak Industries, Inc.

TCG International Inc.(CANADA: TCG)

American CapitalStrategies, Ltd.(NASDAQ:ACAS)

Berry Plastics Corp.(First Atlantic Capital)

Spartech Corporation(NYSE: SEH)

Madison Capital Partners

Summa Industries(NASDAQ: SUMX)


A valuation of Infiltrator Systems, Inc., the nation's leadingmanufacturer of on-site plastic leach-field chambers for themanagement and treatment of wastewater.

IP Container of New Jersey, Inc. was a manufacturer of specialtyblow-molded plastic bottles.

Jet Plastica Industries, Inc. was a leading manufacturer ofinjection-molded disposable plastic cutlery, tumblers,dinnerware, and extruded drinking straws.

Jet Stream Plastic Pipe Co. was a manufacturer and marketer ofpolyvinyl chloride (“PVC”) plastic pipe.

Kroy Building Products, Inc., a portfolio company ofAmpersand Ventures, was a manufacturer and marketer of vinylfencing and decking products.

Mayfair Molded Products Corporation was a manufacturer ofplastic components for the electronics, automotive, and marineindustries.

NOVUS, Inc. was a world leader in the research, development,manufacture, and distribution of plastic resin products forwindshield repairs.

The sale by The Riverside Company of its portfolio companyNPC, Inc., a manufacturer of flexible rubber pipe to manholeconnectors, to American Capital Strategies, Ltd.(NASDAQ:ACAS).

PackerWare Corporation was a manufacturer of consumer-oriented injection molded plastic products.

The Plastics Color Division of Pawnee Industries, Inc., aportfolio company of Sterling Group, Inc., was a blender ofcolor concentrates and custom pre-colored thermoplasticcompounds.

Pawnee Rotational Molding Company, a portfolio company ofSterling Group, Inc., was a rotational molder of plastic productsfor the beverage, recreational, and construction industries.

Plastron Industries, L.P., a portfolio company of MadisonCapital Partners, was a manufacturer of precision thermoplasticelectronics components.

Portable Products was a manufacturer of plastic and textileproducts for the building products industry.

Infiltrator Systems, Inc.

IP Container of New Jersey

Jet Plastica Industries, Inc.(ACT II Companies)

Jet Stream Plastic Pipe Co.

Kroy Building Products, Inc.(Ampersand Ventures)

Mayfair Molded ProductsCorporation

NOVUS, Inc.

NPC, Inc., a portfolio company of The Riverside Co.

PackerWare Corporation

Pawnee Industries, Inc.(Sterling Group, Inc.)

Pawnee Rotational MoldingCo. (Sterling Group, Inc.)

Plastron Industries, L.P.(Madison Capital Partners)

Portable Products




Dymas CapitalManagementCongress Financial Corp.AIG, Inc.

Fleet Capital andChurchill Capital, Inc.

First Sterling VenturesCorporation

Illinois Tool Works Inc.(NYSE: ITW)

Hawthorne Partners, LLC

Zurn Industries, Inc.(NYSE: ZRN)

Electra Fleming

Anthony Industries, Inc.(K2, Inc.)(NYSE: KTO)

VenGrowth Capital Funds

Advent International

William Blair Capital Partners

National RailwayUtilization Corp.

Pretium Packaging is a private manufacturer of blow-moldedbottles and containers for personal care, pharmaceutical, foodand beverage, and household/industrial chemicals.

The private placement of debt for PW Eagle, a leading extruderof PVC pipe products, for the waterworks, irrigation,construction, and electrical markets, with Fleet Capital andChurchill Capital.

The Riblet Plastics Division of Riblet Products Corporationwas a manufacturer of numerous plastic products, includingpower supply harness assemblies, electric cords, and connectors.

Richmond Holdings, Inc. was a manufacturer of specialtyplastic films and laminate components.

RMS Corporation was a leading international manufacturerand designer of specialty equipment for the extrusion ofcomposite materials.

Sanitary Dash Manufacturing Company, Inc. was a producer ofhigh quality plastic and brass plumbing fittings and hardware.

Special Product Company was a designer and manufacturer ofplastic housings for telephone electronics.

Stearns Manufacturing Company was a manufacturer of watersafety products and waterproof outerwear.

Snyder Industries, Inc. was a manufacturer of polyethyleneplastic holding tanks for the chemical, nuclear, agricultural, andfood industries.

The sale by Madison Capital Partners of its portfolio company,Synventive Molding, Inc., a manufacturer of hot runner systemsfor the plastics injection molding industry to AdventInternational, a private equity firm.

The Plastics Group, a portfolio company of Madison CapitalPartners, was the largest plastics molder in North Americaproviding custom and proprietary blow-molded and rotational-molded plastic parts.

Tobin-Hamilton Company, Inc. was a manufacturer of plasticstructural components for railroad equipment.

Pretium Packaging LLC

PW Eagle

Riblet Products Corp.

Richmond Holdings, Inc.

RMS Corporation

SanitaryDashManufacturing Company, Inc.

Special Product Company

Stearns Manufacturing Co.

Snyder Industries, Inc.

Synventive Molding, Inc., aportfolio company ofMadison Capital Partners

The Plastics Group(Madison Capital Partners)

Tobin-Hamilton Company




Longwood Industries, Inc.

Avery Dennison Corp.(NYSE:AVY)

Financial AdvisoryServices

Dopaco

Tricor Pacific Capital

The divestiture by Aeroquip Corporation, a subsidiary ofTrinova Corporation (NYSE:TVN), of its Wytheville MoldedRubber Products business unit to Longwood Industries, Inc.

20th Century Plastics, Inc. was a manufacturer of plastic andvinyl products for office use.

Assisted in the recapitalization of Vinyl Therm, Inc., amanufacturer of vinyl windows and related products.

The Carthage Cup division of Waddington North America, aportfolio company of Code, Hennessy & Simmons, was amanufacturer of thermoformed polystyrene cups, plates, andbowls serving the institutional foodservice and consumer endmarkets. Dopaco, Inc. is a paper packaging business serving theinstitutional foodservice channel.

The sale of Whitney Design, Inc., a manufacturer of laundrycare and storage products, to Tricor Pacific Capital, Inc.

Trinova Corporationthrough its wholly-ownedsubsidiary AeroquipCorporation has divested itsbusiness unit WythevilleMolded Rubber Products

20th Century Plastics, Inc.

Vinyl Therm, Inc.

Waddington North AmericaCarthage Cup Division(Code, Hennessy & Simmons)

Whitney Design, Inc.




The companies in blue were represented by principals of the Goldsmith Agio Helms plastics practice.

M I N N E A P O L I S

225 South S ix th St r e e t • For ty-Six th Floo r • Minneapo l i s, Minneso ta 55402

T 612.339.0500 • F 612.339.0507

N E W Y O R K

11 West For ty-Se cond St r e e t • Twenty-Ninth Floo r • New York, New York 10036

T 212.758.8575 • F 212.758.3833

C H I C A G O

Sear s Tower

233 South Wacke r Dr ive • Nine ty-Se cond Floo r • Chi cago, I l l ino i s 60606

T 312.928.0760 • F 312.928.0768

L O S A N G E L E S

SunAmer i ca Cente r

1999 Avenue o f the Sta r s • Twe l f th F loo r • Los Ange l e s, Cal i f o r n ia 90067

T 310.551.4111 • F 310.551.4999

L O N D O N

120 Old Broad St r e e t • F i f th F loo r • London, Eng land EC2N 1AR

T 44.20.7763.2207 • F 44.20.7763.2398

www.ag io. com

O F F I C E S

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