M&A and the Changing Landscape of Flexible PackagingOctober 11, 2016

Rick WeilManaging Director

Rick Weil

Managing Director – Investment Banking

16 years of M&A experience

100+ specialty packaging and plastics transactions consummated since 2000

Independent and employee-owned financial services firm founded in 1937

650 employees, headquartered in Chicago, with primary offices in New York, Boston, Miami, San Francisco, London and Hong Kong

Specialists in investment, risk management and advisory services serving global institutions, corporations and individuals and their families

AUM of $31.6 billion and an additional $64.2 billion in currency risk assets1 with approximately $350 million of capital2 and $330+ million in revenue2

Mr. Weil has been featured in publications such as Plastics Today, Plastics News Online and Flexible Packaging Magazine. In addition, he has been a guest speaker at numerous conferences and events, including the Plastics News Financial Summit, AMI – Polyethylene Films, Global Pouch Forum, Plastics News Caps and Closures and the Fall Executive Conference for the Flexible Packaging Association

Recent Transactions:– Sale of Custom Blow Molding to Pretium Packaging, LLC– Sale of Plastic Moulders Limited to Amcor Limited– Sale of Intertech Corporation to Pretium Packaging, LLC, a portfolio company of Genstar Capital, LLC– Sale of Copac Global Packaging, Inc., a portfolio company of Carousel Capital Partners LP, to Quad/Graphics, Inc.– Sale of Optimum Plastics, Inc., to Bloomer Plastics, Inc., a portfolio company of Huron Capital Partners, LLC

1

1. Period ended 6/30/16.2. Year ended 3/31/16, revenues exclude discontinued operations

Recent Trends in M&A

“ …The key drivers of a healthy deal-making environment remain: the need to supplement limited organic growth with M&A, theopportunity to improve margins by realizing synergies, and the availability of low-cost capital to finance acquisitions.Matt McClure, Co-head of M&A in the Americas – Goldman Sachs

Reuters | Global M&A Declines in Q2 as Mega Deals Seen too Risky

”

“ While recent volatility, headline-induced uncertainty and macro headwinds may create a challenging environment for global dealflow, we expect U.S. focused M&A to remain relatively strong.Vito Sperduto, Head of U.S M&A – RBC Capital Markets

Reuters | Global M&A Declines in Q2 as Mega Deals Seen too Risky

”

“ After declining to 25 percent in 2015, their lowest level since 2006, bid premiums increased to 34 percent this year, modestlyabove the long-term average of 33 percent.Greg Roumeliotis, M&A Correspondent

Reuters | Global M&A Declines in Q2 as Mega Deals Seen too Risky

”

“ Chinese companies have continued to be a major driver of dealmaking activity. China outbound cross-border M&A totaled $121.1billion so far this year, already surpassing the full year record of $111.5 billion set last year.Greg Roumeliotis, M&A Correspondent

Reuters | Global M&A Declines in Q2 as Mega Deals Seen too Risky

”

Global M&A Declines in Q2 as Mega Deals Seen too Risky

2Source: Reuters.

Historical Global M&A Total Transaction Value by Year

Source: MergerMarket.

$2,082

$1,271

$817 $894

$1,201 $1,030 $1,007

$1,531

$1,806

$1,322

$1,586

$1,144

$898

$1,206

$1,079 $1,280 $1,220

$1,725

$2,176 $3,668

$2,415

$1,715

$2,100

$2,280 $2,311 $2,226

$3,256

$3,982

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

$4,500

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

($ in

billi

ons)

First Half Second Half Full Year

36.6% decrease year-over-year

For the Periods Ended June 30, 2007 – 2016 and for the Periods Ended December 31, 2007 – 2015

3

$32.4

$24.5

$38.1

$21.0

$10.0

$21.5

$25.6

$20.5$18.9

$31.1

$39.7

$15.0

224

298304

256

212

244

288 290278

296

322

201

0

50

100

150

200

250

300

350

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

$45.0

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016¹

($ in

billi

ons)

Volume Deal Count

Global Packaging M&A Deal Volume

Sources: Dealogic, Capital IQ, Mesirow Financial.1. As of August 4, 2016.

RKT / MWV ~$10.8 billion

For the Periods Ended December 31, 2005 – 2015 and for the Period Ended August 4, 2016

4

Selected Flexible Packaging M&A Activity

DATE ACQUIRER TARGET SECTOR

Pending Lindsay Goldberg Schur Flexibles Holding GesmbH Flexible Packaging

Jul-16 Kent Corporation PouchTec Industries, LLC Pouches

Jun-16 Transcontinental Inc. Robbie Manufacturing, Inc. Flexible Packaging

Jun-16 Amcor Limited Alusa S.A. Flexible Plastic Packaging

Jun-16 Transilwrap Company, Inc. The Dow Chemical Company, Global Specialty Films Business Films

May-16 NOVOLEX Heritage Bag Company Inc. Bags

May-16 Smyth Companies, LLC Flexible Container Systems LLC Flexible Plastic Tubes

Mar-16 Imagenet Solutions Ltd, a division of Coveris Rivendell Europe Limited Flexible Packaging

Mar-16 Smyth Companies, LLC Pure Pack Technologies, LLC Flexible Packaging and Bags

Jan-16 Amcor Limited Deluxe Packages Flexible Packaging

Dec-15 ProAmpac LLC Coating Excellence International, LLC Extrusion Coating

Nov-15 Charter NEX Films, Inc. Optimum Plastics* Films

Oct-15 Schweitzer-Mauduit International Inc. (NYSE:SWM) Argotec LLC Films and Sheets

Oct-15 Transcontinental Inc. Ultra Flex Packaging Corp. Bags and Pouches

Oct-15 NOVOLEX Wisconsin Film & Bag, Inc. Flexible Packaging

Aug-15 Prolamina Corporation Ampac Holdings, LLC Bags

Flexible Packaging Companies Remain Attractive Targets in 2016

5

Sources: S&P Capital IQ, Mesirow Financial. Note: Except as noted with a *, Mesirow Financial did not represent any of the acquirers or targets in connection with the transactions noted on this page, and is not currently representing any of the listed acquirers or targets.

Corporate Cash as a Percentage of Current Assets

Companies are under pressure to earn a return at this stockpiled cash

Alternatives include dividends, share buybacks, capital investments, hiring and M&A

Quarterly Cash and Cash Equivalents of S&P 500 Companies

6Source: JP Morgan Guide to the Markets, 3Q 2016.

Average EBITDA Multiples for Packaging M&A Transactions

8.1x

6.9x

5.9x

6.5x

6.9x 7.0x6.8x

7.4x7.7x

8.1x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

2007 2008 2009 2010 2011 2012 2013 2014 2015 1H 2016

(EV

/ EBI

TDA

Mul

tiple

)

Sources: Capital IQ, Mesirow Financial.

For the Periods Ended December 31, 2007 – 2015 and for the Period Ended June 30, 2016

7

Enterprise Value / EBITDA by Deal Size

5.6x5.3x

5.8x6.0x

5.4x

5.9x

6.5x6.2x

6.4x6.2x

6.8x 6.7x 6.7x

6.1x

6.7x

7.5x

6.8x 6.8x

8.6x

7.8x

6.9x7.2x

7.7x7.4x 7.5x

7.8x

9.1x

7.7x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

2003 - 2010 2011 2012 2013 2014 2015 1Q 2016

(EV

/ EBI

TDA)

$10M - $25M $25M - $50M $50M - $100M $100M - $250M

2003 – 1Q 2016

Size premiums remained pronounced during 2015

– More than 10-year highs for companies valued between $10 and $25 million

8Source: GF Data.

Global Plastics and Packaging M&A Buyer Type Shifts

Private Equity25%

Private Acquirer

37%

Public Acquirer

28%

PE to PE10%

Private Equity25%

Private Acquirer

32%

Public Acquirer

36%

PE to PE7%

Private Equity34%

Private Acquirer

24%

Public Acquirer

37%

PE to PE5%

2013 2014 2015

Source: Plastics News.

Private Equity Buyers Have Maintained a Very Healthy Interest in Plastics and Packaging

9

Global PE Overhang Over Time vs. Capital Raised

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

($ in

billi

ons)

Dry Powder Capital Raised

Source: Preqin.

For the Periods Ended December 31, 2007 – 2015

10

Private Equity Index 2.5x Russell 3000

11

Dollar Growth by Index

$1.0 $1.3 $1.8 $3.1

$5.9 $7.9

$11.2

$22.0

$23.3

$36.0

$42.0

$1.0 $1.6 $2.2 $3.3

$6.7 $6.6 $7.6

$9.8 $9.2

$14.5

$16.4

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

$45.0

1986 1989 1992 1995 1998 2001 2004 2007 2010 2013 2015

U.S. PE Index Russell 3000 IndexFor every dollar invested in 1986, PE returns have grown to $42, or 2 ½ times the $16.40 for the Russell 3000.

Sources: Thomson Reuters Buyouts, Cambridge Associates, Bloomberg.

U.S. Private Equity Deal Activity by YearFor the Periods Ended December 31, 2006 – 2015 and for the Period Ended June 30, 2016

$494

$910

$369

$164

$362

$415

$464

$531

$630 $634

$298

2,719

3,414

2,715

1,808

2,649

2,945

3,3113,216

3,918 3,880

1,555

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1H 2016

($ in

billi

ons)

Deal value # of deals closed

12Source: Pitchbook.

The Changing Landscape of Flexible Packaging

2000

20072015

Sources: packagePRINTING, Flexible Packaging Magazine. Note: Mesirow Financial did not represent any of the acquirers or targets in connection with the transactions noted on this page, and is not currently representing any of the listed acquirers or targets.

Top 5 Flexible Packaging Converters – 2000, 2007 and 2015

M&A and Consolidation has Changed the Landscape of the Flexible Packaging Industry

13

Select PE Firms and Portfolio Packaging Companies

14

* *

*

*** *

* *

*

*

*

*

*

*

Except as noted with a *, Mesirow Financial did not represent any of the acquirers or targets in connection with the transactions noted on this page, and is not currently representing any of the listed acquirers or targets.

*

*

*

Companies Looking to Grow in Plastic Packaging

Wellspring Capital Management Prolamina Corporation

Ampac Holdings, LLC

Transcontinental Inc.Capri Packaging Inc.

Prolamina Corporation

Full-service supplier of technology-driven, innovative, flexible packaging

Diversified global packaging company with 13 manufacturing centers in North America, Europe and Asia

Manufactures printed flexible plastic packaging products

Ultra Flex Packaging Corp. Printer, laminator and convertor of flexible packaging

NOVOLEX Brands

Portfolio ranging from grocery, retail and food service checkout systems

Industry leading portfolio of bin liners, food grade packaging and other plastics designed for institutional, retail and food service industries

Industry leading portfolio of grocery bags, handle bags, compostable paper lawn and leaf bags

Manufactures a broad portfolio of flexible, paper-based food packaging products

Hilex Poly

Fortune Plastics

Duro Bag

Packaging Dynamics

RPC Group, PLC

Leading European manufacturer of rigid plastic products

China-based manufacturer of complex plastic injection molded components and injection molding tools for a variety of markets

Bosnia-based supplier of injection molded rigid packaging to the food industry

Major supplier of value-added packs for the personal care, healthcare and selected food sectors

Promens Group

ACE Corporation

Helioplast

Maynard & Harris Group

Wind Point Partners NOVOLEX Manufacturer of paper and plastic flexible packaging products

15

Source: Company websites. Note: Mesirow Financial did not represent any of the acquirers or targets in connection with the transactions noted on this page, and is not currently representing any of the listed acquirers or targets.

Manufacturers mono-layer polyethylene bags and film ranging from large pallet covers to shrink bundle film and shrink bagsWisconsin Film & BagManufacturer of plastic trash bags, can liners and food bags sold to institutional and commercial customersHeritage Bag

New York-based private equity firm Wellspring Capital Management LLC has acquired Ampac Holdings, LLC and merged it with existing portfolio company Prolamina Corporation to form ProAmpac

The new company includes four brand divisions: Prolamina, Ampac, Tulsack and Business Deposits Plus The deal combines Ampac’s 13 manufacturing centers in North America, Europe and Asia with Prolamina’s

three North American facilities to create a global company with over 2,000 employees S&P estimated annual pro forma sales of the company at nearly $700 million The combined company will be based in Cincinnati, Ohio

Case Study – ProAmpac

Brand Primary End Markets Key Products / Services Food Packaging Healthcare Industrial / Specialty Markets

Extrusion coated and laminated film and paper Metallized and adhesive laminated film and paper Foil and coated fabric High definition printing Pouching capability in nearly any configuration

Food / Beverage Healthcare Industrial / Chemical Retail Financial / Cash-in-transit

Flexible packaging, including rollstock, film pouches and bags

Retail shopping bags Security bags

Retail Foodservice / Grocery Promotional packaging Industrial

Paper handle shopping bags Flat handle sacks Printed, hot stamped and plain stock

Retail Deposit tickets Bank deposit bags Endorsement stamps Business checks

Wellspring Capital’s Growing Flexible Packaging Platform

16

Source: Company website. Note: Case study is based solely on publicly available data. Mesirow Financial does not currently represent ProAmpac, Wellspring Capital Management, or any other entity or company noted on this page

Novolex’s HilexPoly® brand is the industry’s leading manufacturer of plastic retail bags, produce bags and other customer experience focused systems

The Fortune Plastics® brand of products is an industry leading portfolio of bin liners, food grade packaging and other plastics designed for institutional, retail and food service industries

NOVOLEX Custom Film and Bag™ is a manufacturer of specialty film and multi-layer packaging for industrial and consumer product markets

The Duro Bag® brand of products represents an industry leading portfolio of grocery bags, handle bags, compostable paper lawn and leaf bags

Manufactures a broad portfolio of flexible, paper-based food packaging products including specialty bags, specialty sheets and wraps, interfolded tissue, pan liners, and freezer/butcher paper products,

Manufacturers mono-layer polyethylene bags and film ranging from large pallet covers to shrink bundle film and shrink bags, and a leader in sustainable and recycled materials

Heritage Bag Company is a manufacturer of plastic trash bags, can liners and food bags sold to institutional and commercial customers

Acquired by Wind Point in November 2012

Acquired in April 2013

Acquired in April 2013

Acquired in July 2014

Acquired in December 2014

Acquired in October 2015

Acquired in May 2016

Case Study – NOVOLEX BrandsCase study is based solely on publicly available data. Mesirow Financial did not and does not currently represent Novolex, Wind Point Partners or any other entity or company noted on this page

NOVOLEX, headquartered in Hartsville, SC, is a leading manufacturer of flexible packaging products, ranging from bags for grocery, retail and food service markets, to can liners and specialty films. NOVOLEX is a portfolio company of Wind Point Partners

17Source: Company website.

Case Study – Berry Plastics

38 acquisitions over the past three decades

Core competency of integrating acquisitions

Disciplined approach drives significant value creation

Track record of strong synergy capture

AVERAGE OF BERRY’S LAST 10 ACQUISITIONS

18

QINGDAO P&B Co., Ltd.

Case study is based solely on publicly available data. Mesirow Financial did not and does not currently represent Berry Plastics or any other entity or company noted on this page

Source: Berry Plastics Investor Presentation, February 2015.

Mesirow Financial refers to Mesirow Financial Holdings, Inc. and its divisions, subsidiaries and affiliates. The Mesirow Financial name and logo are registered service marks ofMesirow Financial Holdings, Inc., © 2016, Mesirow Financial Holdings, Inc. All rights reserved. Some information contained herein has been obtained from sources believed to bereliable, but is not necessarily complete and its accuracy cannot be guaranteed. Any opinions expressed are subject to change without notice. Any performance information shownrepresents historical market information only and does not infer or represent any past performance of any Mesirow Financial affiliate. It should not be assumed that any historicalmarket performance information discussed herein will equal such future performance. It should be assumed that client returns will be reduced by commissions or any other suchfees and other expenses that may be incurred in the management of the account. Fees Performance information provided also contemplates reinvestment of dividends. AdvisoryFees are described in Mesirow Financial Investment Management Inc.’s Part II of the Form ADV. Mesirow Financial does not provide legal or tax advice. Advisory services offeredthrough Mesirow Financial Investment Management, Inc. an SEC-registered investment advisor, Securities offered by Mesirow Financial, Inc. member SIPC.

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