PLASTICS EXPERIENCE

FIRM OVERVIEW

WHO WE ARE

PROFESSIONALS

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.
OUR DISTINCTION

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.
OUR CLIENTS

Four fundamental differences in our approach and process enable us to consistently achieve outstanding valuation results.

We represent all types of clients in discrete, privately negotiated transactions including:

Extraordinary project leadership professionals on every deal

by

senior

Prominent entrepreneurs in the financing or sale of closely held businesses Private equity groups in portfolio divestitures or recapitalizations Fortune 1000 and large private companies in the divestiture of subsidiaries Successful small-cap public companies in the execution of private equity (PIPEs), debt financings, mergers, sales, and going-private transactions.

A culture attuned to maximizing client value An organization structured to eliminate conflicts of interest with its clients A mastery of the transaction process

OUR TRADEMARK

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.

Plastics Industry | 1

PLASTICS GROUP OVERVIEW

PLASTICS EXPERIENCE PLASTICS GROUP ADVANTAGE

Goldsmith Agio Helms is the nations 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.
PROCESSORS

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 nuances of their acquisition objectives. We understand the manufacturing processes and the issues unique to the industry. We conduct a more efficient and effective process because we understand industry dynamics and what creates strategic value.

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
END MARKETS

PLASTICS GROUP EXPERIENCE

The following is a representative sampling of the firms plastics transactions.

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

2 | GOLDSMITH-AGIO-HELMS

I N F I LT R ATO R
T 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.
exclusively through its joint venture with Advanced Drainage Systems, Inc., called Stormtech LLC. Infiltrator's chamber products are based on proprietary and patented designs that are injection molded from proprietary blends of prime and recycled plastics. Infiltrator has created significant barriers to entry in its industry niche due to the Company's dominant brand name and distribution network, extensive regulatory approval, proprietary designs, custom blends of recycled plastics, and superior manufacturing know-how. With over 35 million chambers sold to date, Infiltrator is the world leader in the markets it serves with an estimated 80% share of all plastic leachfield chambers sold in the world. Infiltrator's growth is tied to the ongoing conversion from traditional gravel-and-pipe leachfield systems to plastic chamber systems. Headquartered in Old Saybrook, Connecticut, Infiltrator employs over 400 people and has manufacturing facilities in Winchester, Kentucky and Ogden, Utah. Infiltrator supplies installers (contractors) through a network of more than 585 distributors in more than 1,025 locations throughout North America and select international markets.

has acquired

Exclusive representation of Infiltrator Systems Inc. by

T R A N S AC T I O N OV E R V I E W
Goldsmith Agio Helms represented Infiltrator Systems, Inc. in its sale to Graham Partners, a Philadelphia-based private equity group. Graham Partners recognized the significant growth potential that exists in Infiltrator Systems as companies drive conversions from in their industries from traditional materials, such as old fashion gravel-and-pipe, to lower cost alternatives such as the plastic chamber systems manufactured by Infiltrator. Infiltrator looked to partner with Graham in order to accelerate the company's next phase of growth.

THE SELLER
Infiltrator Systems, Inc. is the pioneer of plastic chamber technology that forms a structural framework for underground wastewater management systems in the onsite septic leachfield and stormwater markets. Its flagship products are large, plastic, arch-shaped chambers that are joined together in excavated trenches to provide the means for septic tank effluent runoff to leach into the soil. Infiltrator also manufactures chambers for stormwater retention and detention that are sold

T H E BU Y E R
Graham Partners is a leading, lower middle market industrial private equity firm based in suburban Philadelphia with over $800 million under management. Graham Partners is sponsored by the privately held Graham Group of York, Pennsylvania, an industrial and investment concern with global interests in plastics, packaging, machinery, building products and outsource manufacturing. Graham's strategy is to acquire niche manufacturing businesses with revenues between $20 million and $350 million that are benefiting from raw materials and technology conversion trends where Graham can utilize its unique and extensive operating resources, financial expertise, and industrial network to add value during its holding period.

Plastics Industry | 3

SYNVENTIVE
The Sale of Synventive Molding Solutions
The Company operates out of four design and manufacturing facilities - Peabody, Massachusetts; 's-Gravendeel, The Netherlands; Bensheim, Germany; and Suzhou, China - and has nearly 30 sales and service offices globally.
has acquired

THE SELLER
Madison Capital Partners, headquartered in Chicago, acquires and grows industrial manufacturing companies. It has a stellar track record of improving businesses through its ownership. For more information, visit the Madison Capital Partners website.

an affiliate of

Exclusive representation of Synventive Molding Solutions LLC by

T H E BU Y E R
Advent International, founded in 1984, is a private investment firm in middle market companies. With 13 offices and 13 affiliates in 25 countries, Advent has invested in more than 500 companies across numerous industries.

T R A N S AC T I O N H I G H L I G H T S T R A N S AC T I O N OV E R V I E W
Goldsmith Agio Helms represented Synventive Molding Solutions LLC, an affiliate of Chicago-based Madison Capital Partners, in its sale to Advent International, Inc. a Bostonbased global private equity firm. Advent International recognized Synventive's defendable technological advantages, strong market position, and potential for growth both domestic and international. Synventive was acquired by Advent International, a Bostonbased global private equity firm, focused on investing in global companies. Madison Capital had owned Synventive for two years and during its ownership had doubled EBITDA through internal/operational improvements. Synventive was in the process of opening a new manufacturing facility in China during the sale process. Buyer interest was global - reflecting Synventive's worldwide manufacturing facilities in North America, Europe and China. A combination of the attractive attributes of the business and a tightly orchestrated sale process yielded an extremely robust process that included domestic and international buyers. Ultimately, Advent International was the successful acquirer because of their ability to value fully the productivity enhancements and the Company's growth strategy.

T H E C O M PA N Y
Synventive Molding Solutions, LLC is the global leader in hot runner technology. Through its predecessors, Synventive has been supplying hot runner systems since 1971. In 2001, the Company was renamed Synventive (it was formerly known as Dynisco Hot Runners) to reflect the Company's customized, technical nature and the seamless integration of its automation systems into its customers' processes. Synventive's products include hot runner systems manufactured under the Kona and MultiZone brands, Dynamic Feed control systems, and related products. These hot runners are used by thousands of customers in more than 50 countries to produce products as diverse as cartridges for inkjet printers in Singapore, frames for sunglasses in Seattle, scalpels for medical procedures in the U.K., and aesthetically pleasing bumpers for automobiles in Germany.

4 | GOLDSMITH-AGIO-HELMS

C R E AT I V E C L O S U R E TO A TO U G H PAC K AG 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.
THE SELLERS
LLS Corp., through its operating subsidiaries Courtesy Corporation and Creative Packaging, was a $140 million manufacturer of precision injection-molded components, closures, and dispensing systems used in medical products and packaging for pharmaceutical, food, beverage, and personal care products. Headquartered in the Chicago suburb of Buffalo Grove, Illinois, Courtesy was well-known as a onestop provider of concept development, tooling, product manufacturing, assembly, and just-in-time distribution. Its facilities were some of the most advanced in the world and included clean room environments for molding and automated assembly. The Companys customers included Gatorade, Heinz Ketchup, and Kraft Parmesan Cheese. The LLS sale was subject to almost every conceivable hurdle, including ... the jurisdiction of the bankruptcy court, ... multiple shareholder law suits, ... a prior stalking horse agreement and the desperate interest of the company's shareholders, banks, bondholders, and management. David Solomon and his team not only conducted a speedy and efficient sale process, but also were able to galvanize the interests of the various constituencies so that each supported a unique private sales process within the bankruptcy proceedings. Mr. Solomon's herculean efforts resulted in a valuation for the company that exceeded all expectations of the company, the banks, and the bondholders. David Webster, partner of Hanley Partners, and senior vice president of LLS Corp.

T R A N S AC T I O N OV E R V I E W
In January of 2002, LLS Corp. filed for bankruptcy protection. Following an unsuccessful LBO, two leading buyout firms were faced with the possibility of losing nearly $80 million of equity and were maneuvering deftly in bankruptcy to salvage as much as they could. LLSs creditors stood to lose more than $100 million and were rigorously pursuing their rights and remedies. LLSs co-founders (and minority shareholders) were likely to lose their $42 million rollover investment and were being sued by LLS for fraud and misrepresentation.

T H E BU Y E R S
Precise Technology, Inc. (www.precisetech.com), headquartered in North Versailles, Pennsylvania, is also a manufacturer of precision and injection-molded plastic components, serving similar market segments with complementary manufacturing disciplines. Precise Technology is majority-owned by Code Hennessy & Simmons LLC (www.chsonline.com), a Chicago-based private investment firm. Code Hennessy & Simmons LLC manages approximately $1.5 billion in capital and makes controlling equity investments in manufacturing, distribution, and service companies.

Representative Food, Beverage, and Consumer Products Goldsmith Agio Helms was retained as the investment bank to sell the business for the bankruptcy estate. Following a highly managed, private auction process, Precise Technology, a $150 million injection molder of packaging and medical products, emerged as the winner. Precise identified substantial synergies and concluded that the $130 million acquisition was an outstanding strategic fit.

BAC K G RO U N D O N T H E T R A N S AC T I O N
LLS began as a leveraged buyout. In 1999, Hicks Muse Tate & Furst and Mills & Partners (now Hanley Partners) invested $78 million of equity to acquire from the two founders a controlling two-thirds interest in the business for $353 million. Shortly after the acquisition, sales and EBITDA declined significantly.

Plastics Industry | 5

C R E AT I V E C L O S U R E TO A TO U G H PAC K AG 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. Continued
LLS posted a $5.2 million loss in 2000. Despite a complete management restructuring in 2000 and significant operations improvements, LLS continued to struggle for survival in 2002 under the burden of $313 million of debt, $250 million of which was acquisition related. LLS fired its co-founders and lawsuits ensued. The co-founders had retained a onethird interest in the Company and Dry-Powder Inhaler remained with LLS to lead the management team. Within a year of the recap, LLS fired the co-founders. Following their firing, LLSs co-founders and LLS became locked in a bitter legal struggle amid allegations of fraud and misrepresentations relating to the recap transaction. Company instability during the sale process. Upon Goldsmith Agio Helms engagement, several large customers expressed grave concerns about a potential change in ownership. These events threatened to undermine the sale process. Goldsmith Agio Helms helped turn the situation around by developing a highly unusual communications program with these customers to ease their concerns. Goldsmith also initiated a negotiation with the management team to provide them with an adequate financial incentive to stay with the Company through the bankruptcy proceedings.

The private auction bidding process produced a 30 percent premium over the stalking horse bid. The court process mandated broad buyer contacts. Over 100 interested parties were provided extensive information about the Company, and a small group of 11 candidates were given access to management and facilities. The final bidding round produced four bids that exceeded the stalking horse bid and LLS filed bankruptcy. two finalists with superior proposals were selected, both of On January 16, 2002, LLS filed for Chapter 11 bankruptcy whom completed extensive due diligence and engaged in protection, seeking relief from the crushing weight of an purchase agreement negotiations. On August 22, 2002, LLS over-leveraged balance sheet. announced that it had signed a definitive agreement with Precise, and that LLS Corp.s senior secured lenders had T R A N S AC T I O N H I G H L I G H T S entered into a binding lock-up agreement to vote in support Stalking horse bid established after bankruptcy petition filed. of the sale. The lock-up provided the incentive for the After LLS Corp. filed its petition, an affiliate of Hicks Muse leading buyer candidate to put its best offer on the table, negotiated with the Company to become the stalking horse knowing that it could not be trumped easily by a subsequent with a $100 million bid for LLS. Hicks, Muse hoped to superior proposal. The winning bid was $131.6 million, more reacquire the Company with lower debt to recoup its losses, than $30 million higher than the stalking horse bid. The and to stabilize the customer base by ownership litigation with the co-founders was settled so continuity. In April, the court approved the Courtesy Corp. that the sale process could be concluded. (in millions) stalking horse bid and required that the Company seek higher offers through a public auction process.
$90 28% 24% 30%

Court approved Goldsmith Agio Helms to $60 20% $48 $47 13% handle sale process. $39 $25 The court also approved LLS Corp.s retention $30 10% $19 of the investment banking firm of Goldsmith 0% Agio Helms to handle the sale process. We were $0 1998 1999 2000 2001 2002E immediately concerned that a conventional Adjusted EBITDA public auction procedure in the context of a Adjusted EBITDA Margin stalking horse bid by the current shareholders, would suppress prospective buyers willingness to submit their EBITDA has been adjusted to eliminate costs associated with best offers. We worked with the Company and obtained the excess compensation paid to the original owners, severance consent of lenders and certain creditors to undertake an costs, litigation costs, and restructuring costs. unusual privately negotiated marketing process designed to incent buyers to reach higher valuations than they would in a F O R M O R E I N F O R M AT I O N O N T H E T R A N S AC T I O N C O N TAC T: public forum. David J. Solomon Managing Director and Director T212 758 8575 dsolomon@agio.com
(1)

Purchase Agreement Accepted. The court approved the purchase agreement on August 22, 2002 and confirmed the Plan of Reorganization on September 25, 2002. The comprehensiveness of the privately negotiated process, the significant improvement in purchase price relative to the stalking horse bid, and the support of the outcome by all the parties in interest led the judge to waive his requirement that a traditional bankruptcy auction be held.

6 | GOLDSMITH-AGIO-HELMS

PULLING THE TRIGGER

T h e S a l e o f C o n t i n e n t a l S p r ay e r s t o A FA P r o d u c t s
TECHNOLOGY LEADER
Despite the rocky road, the company had developed unique designs in both sprayers and lotion pumps that were attracting attention from all the majors. Customizable shrouds allowed each customer to have its own unique look while using a standard pump. Customizable spray patterns allowed different applications to have appropriate sprays (mist for glass, larger droplets for bathroom cleaners, for example). Its ergonomics and longevity led the industry.

G A I N I N G T R AC T I O N
Lester Miller overlooking harbor at Monaco When Lester Miller decided to convert Contico's small industrial trigger sprayer business into a major player in the household cleaner market, he had no idea what he was getting himself into. The competition was cutthroat. Major customers were consolidating and demanded sophisticated technology that was both ergonomic and highly functional, at increasingly lower pricing. Miller determined that he needed to be the technology and cost leader, so he hired the top researcher from his arch competitor, Calmar, and entered into a long-term strategy to design the best sprayers in the industry. By 1995, Continental Sprayers had become the largest U.S. manufacturer of consumer trigger sprayers, with approximately $56 million in sales, serving the likes of Clorox, Colgate-Palmolive, Dow Brands, Lever Brothers, Proctor and Gamble, Benckiser, and Drackett (Windex was Drackett largest brand). In fact, there were only two major household cleaner companies that Continental didn't serve: SC Johnson and Reckitt & Colman, both serviced by rival Calmar. In 1995, as consolidation began to sweep the household cleaner industry, Drackett was sold to SC Johnson, and Continental's new Continental lost the Windex business, T-1000 had 10 parts its largest account. The loss threw the instead of 13, and would Company's production into chaos, cost 15 percent less. and along with intense price competition drove earnings from $10.7 million in 1994 to $5.8 million in 1996. By 1997, sales had climbed back to the $60 million level, and earnings were also improving, reaching $6.6 million in 1997 and a forecast of $10.1 million for 1998. The Company was on the cusp of two major new products, promising improved performance at astoundingly low costs. The T-1000 sprayer and the Luxor pump were being well-received by customers and looked promising.

T I M E TO C A S H I N

Goldsmith Agio However, the capital required to Helms...I felt like they tool up for these new products were the partner in the would be $28 million over three trenches that we needed. years. Instead of building to the next level, in 1997 Miller decided Lester Miller, to sell the company. Says Miller, CEO of Contico I was approaching 70 years old, International, Inc. have a large family, and wanted to have a liquid estate. It was a tough decision to sell since I started this company from scratch but I know theres a time when you have to let it go and put your estate in order for your family. We had already gone through a disaster with the loss of the Drackett business, and at my age I couldn't afford to go through that again." With the wind at the Company's back, Miller interviewed investment bankers. We selected Goldsmith Agio Helms because I knew I would get senior-level attention from bankers with deep plastics experience. Miller had previously reviewed a number of potential acquisitions from Goldsmith Agio Helms, and had been impressed by the quality of their work.

A MAJOR CRISIS

Plastics Industry | 7

PULLING THE TRIGGER

The Sale of Continental Sprayers cont.
S M O OT H S A I L I N G AT F I R S T
Beginning in mid-1998, a tightly orchestrated auction brought many of the leading producers of plastic dispensing closures and blow-molded bottles into a competitive bidding process. The offering memorandum successfully focused buyers on the $10.1 million earnings estimate for the current year, as opposed to the prior years poor results, and the Company was tracking well.

T H E OT H E R S H O E D RO P S
During the ensuing weeks, while contract negotiations and due diligence were well-advanced, SCJ announced the divestiture of half the Dow Brands portfolio of brands to Reckitt & Colman, the one other consumer product giant that did not buy from Continental Sprayers. This was a devastating blowit appeared that the Company would lose the full 19% of sales represented by Dow Brands.

What I did not know [when I started the process] was that Goldsmith Agio Helms was capable of moving it to a price that not only put my estate in order but allowed me the capital to live a semiretirement life doing things that I never dreamed I could do before. Lester Miller, CEO of Contico International, Inc.

Thirteen companies provided indications of interest, with values near $100 million. Seven groups were brought in for a well-rehearsed management presentation, and the management team headed by Bill Driggers showed extremely well. Follow-on visits were held in the El Paso/Juarez plants. The interest mounted. Says Miller, I was impressed by the presentation and book they put together but equally important I was amazed at the number of bidders we had.

A D R A M AT I C T U R N

As the participants prepared their bids and reviewed data room information, SC Johnson (SCJ) announced the acquisition of Dow Brands, the maker of GlassPlus and other popular cleaners. Dow Brands accounted for 19 percent of Continental's sales, and a disproportionate amount of earnings. Goldsmith Agio Helms prepared a position paper, explaining that while SCJ might not buy sprayers from Continental, SCJ intended to divest half of what they had just bought, because of product overlap. It was considered likely that Continental would continue to supply at least the divested brands.

Luxor pump designed to be AFA pushed for a major price the lowest cost pump in the market, using an innovative reduction. While fairness might tube valve. dictate an accommodation, Goldsmith Agio Helms took a hard line in its role as fiduciary. Says Miller,What no one could have predicted was that right in the middle of the deal our largest customer, representing a fifth of our sales, was sold to another company which used our competitors products. David Solomon and his team at Goldsmith Agio Helms held the deal together, held all the bidders in tow, and still got us a great price, more than 35 percent over the price I By the numbers... expected. I felt like they were the partner in the trenches that EBIT and EBIT Margin we needed.The transaction was 19% $18 20% completed at $101 million. 17% 16%
$15 $12 $9 $6 $3 $0 $10.7

HOLDING THE LINE

THE BIDDING GOES ON

The bidding process continued with much focus on this new turn of events. Seven final bids came in, including bids from Owens Illinois, Silgan, and others. There were two bidders still at $100 million. One of the bidders, AFA Products, was the fourth largest trigger sprayer manufacturer, with a product line primarily focused on the industrial market. AFA, which had invented the plastic trigger sprayer years ago, saw this acquisition as an opportunity to regain the number one market position in the world. Goldsmith Agio Helms recommended that this was a determined buyer who could bridge the difficulties posed by the SC Johnson transaction. A transaction was negotiated at $104 million.

Says Miller, What I did not 10% know [when I started the $5.8 $6.6 process] was that Goldsmith 5% Agio Helms was capable of moving it to a price that not 0% only put my estate in order but 1994 1995 1996 1997 1998E allowed me the capital to live a Sales were recovering and semi-retirement life doing earnings had bottomed out. things that I never dreamed I could do before. I started a company to manufacture 125-150 foot ocean-going yachts. I never expected to be financially secure, travel the world, and really enjoy life without having to worry about day-to-day pressures.
$8.8 9% $10.1

12%

15%

F O R M O R E I N F O R M AT I O N O N T H I S T R A N S AC T I O N C O N TAC T:
David J. Solomon Managing Director and Partner T 212 758 8575 dsolomon@agio.com

8 | GOLDSMITH-AGIO-HELMS

A FORK IN THE ROAD

T h e S a l e o f J e t P l a s t i c a t o Tr i v e s t P a r t n e r s
T R A N S AC T I O N OV E R V I E W
Jet Plastica Industries was the number two U.S. producer of plastic cutlery and foodservice disposables. The owners, Al and Charlie Tapper, made a major financial gamble to undertake an unusual level of capital improvements that estab-lished Jet as the low-cost producer in the industry, and set the stage for its phenomenal growth in sales and earnings. Trivest Partners saw an oppor-tunity to consolidate the fragmented foodservice disposables industry around this platform investment, and outbid a number of major strategic bidders. 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

T H E S TO R Y B E H I N D T H E T R A N S AC T I O N
Al Tapper enjoyed the rough and tumble nature of business, buying, selling, and negotiating. While working in his fathers small retail business, Al acquired Ziff Paper, a small paper distributor with less than $1 million in sales. Al and his brother Charlie built Ziff into a $55 million business and the largest paper distributor in New England. In the 1980s, Tapper saw the market shift from paper jobbers to full-line foodservice distributors, and decided to sell in 1986. The Tapper brothers had acquired Plastica, a small plastic cutlery business in 1974, and eight years later bought Mobils plastic dinnerware business, Jet Container. Al Tapper had negotiated the acquisition with Mobils vice president of strategic planning, Jim Spierer. He was so impressed with Spierer that he convinced him to run the combined entity, renamed Jet Plastica.

THE SELLER

Jet Plastica was a manufacturer of plastic cutlery, straws, tumblers, and dinnerware selling to institutional foodservice distributors, fastfood chains, and paper distributors. In the year of the transaction, the Company had sales of $61.7 million, generating EBITDA (earnings before interest, taxes, depreciation, and amortization) of $13.2 million. Headquartered in Hatfield, Pennsylvania, the Company also had a facility in Fowler, California. Major customers included SYSCO Corporation, PYA/Monarch, Alliant Foodservice, U.S. Foodservice, McDonalds, Burger King, and Boston Market.

BIG DECISION NUMBER ONE

Jet was operating on older equipment and outdated molds. In 1989,Tapper and Spierer took a bold wager; to survive longterm they would need to be a low cost producer. They embarked on an ambitious $20 million capital program to redesign its cutlery in order to reduce the plastic content and dramatically reduce cycle times. They re-engineered all their cutlery molds, bought 39 brand new Husky presses. The project was a stunning success, and as the low-cost producer catapulted Jet to the forefront of the industry.

BIG DECISION NUMBER TWO

Just as Tapper had seen with Ziff Paper, the large, broadline foodservice distributors such as Sysco and Alliant were quickly taking market share from the paper distributors and specialist distributors. One-stop shopping for institutional foodservice customers was critical. Jet made a bold decision to focus all its marketing energy into the institutional foodservice segment, and grew it from 35 percent of sales in 1992 to 70 percent of sales in 1996.

T H E BU Y E R
Trivest Partners (www.trivest.com) is a Miami-based private equity firm that provides funding for middle market corporate acquisitions and growth capital financing.The firm invests in enterprises located in the Southeast, Mid-Atlantic and Midwest, primarily within the healthcare, business-tobusiness services, consumer products, niche manufacturing and value added distribution industries. For stand-alone acquisitions, Trivest invests in companies that have revenues between $30 million and $150 million.

Jet Plasticas Plastic Straws

Plastics Industry | 9

A FORK IN THE ROAD

Continued
T H E L A S T F O R K I N T H E ROA D
In 1996, Tapper saw the dramatic growth in Jet, reaching $13.2 million of EBITDA after being at $7.8 and $5.1 the two prior years. While the business was built on fundamental strengths, there were risks: customer concentration came with the focus on foodservice customers, and several competitors had retooled to catch up with Jets cost advantage. He decided to sell. Tapper was approached by a European buyer, offering an attractive price. Al entered into an exclusive with the buyer, opened up the company to scrutiny and intense due diligence. After two months of review, the European company proposed a much lower purchase price. Tapper said no. Instead he hired Goldsmith Agio Helms to auction the company in an organized manner. The bidders included some of most prestigious food packaging companies, including Sweetheart Cup, Tenneco Packaging (now Pactiv), Newell Rubbermaid, and Solo Cup. However, none could match the valuation of Trivest, who won the auction in a close race with another bidder.

A DIFFERENT LIFE
Since selling Jet Plastica, Al Tappers life has changed. Living in New York City, he has published two books, and is writing a third. He has produced his own play offBroadway, and has produced a cabaret review. Says Tapper Im doing now what I always dreamed of doing. Ive never been happier.

F O R M O R E I N F O R M AT I O N O N T H E T R A N S AC T I O N C O N TAC T:
David J. Solomon Managing Director and Partner T 212 758 8575 dsolomon@agio.com

Plastic Tableware

Jet Plasticas Plastic Straws

10 | GOLDSMITH-AGIO-HELMS

A COLORFUL TRANSITION
T h e S a l e o f Pa w n e e I n d u s t r i e s, I n c.

acquisition financing. Over-leverage combined with rapidly declining operating performance caused significant liquidity constraints, forcing Heller to refer the loan to its distressed asset group. Subsequently, Heller and Sterling decided that an immediate sale of Pawnee was the most appropriate solution and jointly retained Goldsmith Agio Helms.

T H E BU Y E R S
Spartech Corporation acquired the color concentrates and extrusion divisions of Pawnee Industries Inc. Spartech is a leading producer of engineered thermoplastic materials, polymeric compounds, and molded and profile products for a wide spectrum of manufacturing customers. The Company's three business segments, which operate out of 43 North American and European facilities, annually process more than 1.2 billion pounds of custom sheet and rollstock, specialty plastic alloys, color and specialty compounds, and molded and profile products. Madison Capital Partners, a Chicago-based private equity firm that focuses on plastic processors and industrial equipment industries, acquired Pawnee Rotational Molding, Inc.

has acquired the

of

Exclusive representation of Pawnee Industries, Inc. by

T R A N S AC T I O N H I G H L I G H T S
Goldsmith Agio Helms acted quickly to maximize the distributable value of the enterprise by analyzing and understanding the financial and operational issues, then by packaging, marketing, negotiating, structuring, and closing the sale of Pawnee's three divisions to the two most compatible buyers, all within a four and a half month period.

F O R M O R E I N F O R M AT I O N O N T H E T R A N S AC T I O N C O N TAC T:
Gerald M. Caruso, Jr. Managing Director and Partner T 612 339 0500 gcaruso@agio.com

T R A N S AC T I O N OV E R V I E W
Goldsmith Agio Helms represented Sterling Ventures in the sale of Pawnee Industries, Inc., a diversified plastics manufacturer engaged in the manufacture of color concentrates for plastics applications through its Color Division, custom extrusion plastic sheet materials through its Extrusion Division, and highly engineered rotational molded plastic products through its subsidiary, Pawnee Rotational Molding, Inc.

THE SELLER
Pawnee Industries, Inc. had been acquired by Sterling Ventures, a Houston-based private equity group, in a highly leveraged transaction. Heller Financial Inc. provided the

Plastics Industry | 11

PIPE DREAM
The Sale of JetStream Plastic Pipe
T H E BU Y E R
Jet Stream was sold to PipeLife, (www.pipelife.com) a joint venture between Belgian diversified plastics manufacturer Solvay, S.A., and Austrian brick and clay pipe manufacturer Wienerberger,AG. PipeLife's objective was to acquire a strong company 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 attractive to Pipelife.

T R A N S AC T I O N H I G H L I G H T S
The U.S. plastic pipe manufacturing industry was consolidating. The primary driver of this consolidation was a move by plastic pipe customers to limit the number of suppliers. Since pipe products are hollow, shipping costs are expensive and plants are generally located within 500 miles of customer locations. As one of the largest regional manufacturers of PVC pipe, Jet Stream was an attractive acquisition candidate for buyers looking for regional diversification or a platform. Goldsmith Agio Helms was able to obtain a premium valuation for Jet Stream by running a competitive process which included a broad group of potential buyers, including a number of foreign participants. Bidders included diversified building product manufacturers, other pipe producers, and private equity groups. PipeLife ultimately prevailed as it offered the most attractive terms, including the ability to close a transaction within 45 days of signing the letter of intent.

T R A N S AC T I O N OV E R V I E W
Recognizing our firms strong capabilities in the plastics industry, Little Rock-based Winrock Enterprises, Inc. hired Goldsmith Agio Helms to complete the sale of Jet Stream Plastic Pipe Co. Winrock was selling Jet Stream to diversify its holdings as a part of the McDonough family's estate-planning efforts. Proving the old adage that timing is everything, Goldsmith Agio Helms completed the transaction at a premium valuation, prior to a dramatic industry-wide decline in the PVC pipe industry.

THE SELLER
Jet Stream (www.pipelife-jetstream.com) ranked among the top 15 Extrudes of PVC pipe in the U.S. at the time of the sale, producing and selling more than 100 million pounds of pipe annually. The Company had a 42-year history of producing premiumquality pipe for contractors throughout the Southwest, Midwest, and Southeast. Products were sold through a network of nearly 600 distributors in 30 states. Jet Stream produced PVC pipe from inch to 18 inches in diameter for the potable water, well casing, drain and sewer, DWV, irrigation, and industrial markets.

F O R M O R E I N F O R M AT I O N O N T H E T R A N S AC T I O N C O N TAC T:
Gerald M. Caruso, Jr. Managing Director and Partner T 612 339 0500 gcaruso@agio.com

12 | GOLDSMITH-AGIO-HELMS

G R E AT E R T H A N T H E S U M O F I T S PA R T S
The Sale of The Plastics Group
automotive, construction, heavy trucks, home products, juvenile products, lawn and garden, marine, military, office equipment, and recreational equipment. Customers included AM 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.

T H E BU Y E R
William Blair Capital Partners was impressed by the Company's strong management team and its desire to stay with the Company, as well as the Company's "one-stop" strategy. William Blair acquired the Company as a platform with the goal of building the Company into a national network of "one-stop" custom plastic molders.

T R A N S AC T I O N H I G H L I G H T S T R A N S AC T I O N OV E R V I E W
Goldsmith Agio Helms represented Madison Capital Partners, in the sale of one of its portfolio companies, The Plastics Group, to William Blair Capital Partners. Madison Capital Partners has focused its acquisition efforts on underperforming manufacturing companies that are capable of significant operating improvement with the proper management and capital. After nearly five years of ownership, The Plastics Group had successfully made this transition and had outgrown Madison Capital Partner's portfolio profile. In light of our firms strong plastics industry reputation, Madison Capital called on Goldsmith Agio Helms to deliver a superior valuation. During the course of the sale process, The Plastics Group received several large orders from new customers that required a material investment of new capital (molding machines at multiple locations, etc.). Goldsmith Agio Helms was able to show prospective buyers the profit potential for these new orders and was able to gain additional purchase price consideration that more than compensated for the incremental capital investment.

F O R MORE

THE SELLER
Madison Capital Partners created The Plastics Group by acquiring and integrating four single-plant, regionally focused businesses. Each individual business was small and underperforming, but had strong customer relationships in narrow product niches. The strategy was to build an integrated organization to provide a "one-stop" source for highly engineered custom plastic molding services including engineering, product design, tooling, assembly, fulfillment, painting, and foaming, with the ability to mold and ship from and to multi-plant locations. An exceptional senior management team was assembled by retaining key management from the acquired companies and adding talented personnel to the top operating positions. Over five years, the Plastics Group became the market leader in the design, engineering, and manufacturing of large custom blow-molded and rotational-molded plastic parts for a very broad range of end-market applications including appliances,

The Plastics Group Manufactured Large Rotationaland Blow-Molded Parts.

I N F O R M AT I O N O N T H E T R A N S AC T I O N C O N TAC T:
Gerald M. Caruso, Jr. Managing Director and Partner T 612 339 05000 gcaruso@agio.com

Plastics Industry | 13

A SOFT LANDING
The Sale of Elm Packaging Company
Tekni-Plex acquired the assets and assumed certain liabilities of Elm Packaging to expand its presence in polystyrene foam packaging. Tekni-Plex will continue to operate all three of Elm's manufacturing facilities in Memphis,TN, Fullerton, CA and Troy, OH. The transaction represented the culmination of the management turnaround efforts that were initiated in early 2001.

has acquired

a protfolio company of

T R A N S AC T I O N H I G H L I G H T S
The Elm Packaging transaction is an example where Goldsmith Agio Helms successfully maximized value in an out-of-court sale to a strategic buyer, while managing a highly contentious situation. Following the 1998 LBO, a number of unforeseen factors adversely impacted the business and put the company in breach of its bank covenants. Elm had a complex set of constituents including two senior lenders, a mezzanine lender, the private equity sponsor, and the former owner who was a subordinated lender as well as owner/lessor of two of the Company's three manufacturing locations. The senior lenders wanted the Company sold, but the other parties would be significantly impaired economically in a sale.

Exclusive representation of Elm Packaging Company by

T R A N S AC T I O N OV E R V I E W
Three prominent private equity groups led by Code, Hennessy & Simmons, Inc. acquired Elm Packaging Company in 1998 in a highly leveraged transaction. The slumping U.S. economy adversely impacted revenues and profits and the company defaulted on its loans. In early 2001, Elm retained Charles M. Price, CEO of Horizon Management, Inc., a nationally recognized turnaround management firm, to lead the company and manage the business during the sale process. Mr. Price was the Turnaround Management Association's Turnaround of the Year Award recipient in 2000. The three private equity groups and Mr. Price engaged Goldsmith Agio Helms to sell Elm in 2002.

Elms Polystyrene Foam Foodservice Packaging In an effort to save time and expense, as well as avoid the stigma associated with bankruptcy, Goldsmith Agio Helms determined that an optimal course of action would be to strike a deal outside of bankruptcy. The challenge was to deliver the valuation sought by the creditors while arbitrating the claims of the various constituents to make sure they were not suing one another in the future. Goldsmith Agio Helms orchestrated an accelerated sales process to minimize business disruption, achieved a strong valuation from Tekni-Plex and secured mutual liability releases from all the various parties. As the result of the sale, each of the various classes of creditors recovered a portion of their investment in exchange for their cooperation. Each class received a reasonable outcome because of the high valuation achieved within a shortened time frame.

THE SELLER
Elm Packaging Company, L.P., headquartered in Memphis, Tennessee, was a leading manufacturer and marketer of polystyrene foam packaging for the foodservice and consumer channels. Elm Packaging produces plates, bowls, trays, and hinged-lid clam shell containers for a broad array of customers across the United States. Customers include national restaurant chains, quick service restaurants, food distributors, cafeterias and commissaries, mass merchandisers and grocery chains.

T H E BU Y E R
Tekni-Plex, Inc., headquartered in Somerville, New Jersey, is a global, diversified manufacturer of plastic packaging, products, and materials for the healthcare, consumer, and food packaging industries. Privately held with 35 manufacturing locations, Tekni-Plex ranks in the top ten plastic packaging companies as tabulated by Plastics News. Its subsidiary, Dolco Packaging, is the nation's largest producer of foam egg cartons.
14 | GOLDSMITH-AGIO-HELMS

F O R M O R E I N F O R M AT I O N C O N TAC T:
Barry D. Freeman Managing Director T 312 928 0760 bfreeman@agio.com

WNA CARTHAGE
The Sale of WNA Carthage to Dopaco Inc.
drug stores, and party-supply and paper warehouses. Retail customers include Albertsons, Target, SuperValu, Jewel, Walgreens, and Kmart. Institutional foodservice channel includes foodservice distributors and other supply houses serving 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.

T H E BU Y E R
Dopaco Inc. is the nation's leading U.S. producer of paperbased packaging for the food industry including folding cartons, clamshells, nested cartons, and food trays in the institutional foodservice channel unit.

T R A N S AC T I O N H I G H L I G H T S
Where some see little value, others place tremendous worth. Goldsmith Agio Helms marketed the business to a broad array of packaging companies around the world. The marketing effort focused on Carthage's core competencies in manufacturing and marketing plastic packaging, and there was a considerable amount of interest from both domestic and international buyers. The Company was ultimately acquired by Dopaco, Inc., who was looking for an opportunity to diversify away from paper packaging. The combinations of Carthage's size, customer base, management sophistication, and operating knowledge made it an extremely attractive acquisition target. They were able to justify a significant premium valuation based on these value-added attributes.

T R A N S AC T I O N OV E R V I E W
Goldsmith Agio Helms led the sale of Carthage Cup Company ("Carthage"), a division of Waddington North America ("WNA") to Dopaco Inc. WNA's board decided to sell Carthage in order to focus management resources on growing its core business and reducing overall debt levels.

THE SELLER
WNA is a portfolio company of Code Hennessy & Simmons LLC, a leading private equity investment firm headquartered in Chicago. Carthage is a leading, high-volume manufacturer and distributor of thermoformed tumblers, cups and dinnerware. The majority of the Company's sales are private label products, though the Company markets some products under the Partytime, Partytime Value Buy, Partytime Select, Valueware, Cool and Comet brand names. All of Carthage'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 foodservice customers. Sizes range from 3 ounces to 44 ounces. Dinnerware consists of disposable plates and bowls. Plates are available in sizes ranging from 6 inches to 10 inches in diameter. Bowls are produced in 5 ounce and 12 ounce sizes. Other product lines include coffee liner cups, lids and accessories, and cutlery. Products are sold through consumer, institutional foodservice, and national account channels. The consumer channel includes retail grocers, mass merchandisers, discount chains,

Carthages Polystyrene Thermoformed Cups and Dinnerware

F O R M O R E I N F O R M AT I O N O N T H E T R A N S AC T I O N C O N TAC T:
Barry D. Freeman Managing Director 312 928 0760 bfreeman@agio.com

Plastics Industry | 15

SELECTED TRANSACTIONS
The Recapitalization of Pretium Pac kaging LLC The Sale of E n g i n e e r e d P o l y m e r s C o r p.

Dymas Capital Management Company, Congress Financial Corporation, and AIG Global Investment Corp., as Investment Advisor
Exclusive representation of Pretium Packaging LLC by

T R A N S AC T I O N OV E R V I E W
Pretium Packaging LLC (www.pretiumpkg.com) is a St. Louis-based family-owned manufacturer of plastic bottles and containers that operates nine production facilities across the U.S. and Canada. The Company had 2003 sales in excess of $130 million. The Companys blow-molded products are used in broad end-markets, including personal-care, food & beverage, pharmaceutical, and household & industrial chemicals. Customers include Glaxo-Welcome, Vijon, Neutrogena, and Monsanto. $102.6 million of new financing was raised to replace maturing senior and subordinated debt. Dymas Capital Management was the lead senior lender with participation by Congress Financial Corporation. AIG provided mezzanine funding.

T R A N S AC T I O N OV E R V I E W
Engineered Polymers Corp. (EPC), founded in 1939 and a portfolio company of Harbour Group, Inc., was a leading U.S. manufacturer of large and sophisticated injection and structural foam molded custom plastic products and a new line of proprietary material handling products. The Company had an established blue chip customer base, including many Fortune 500 corporations. EPCs customers were attracted to the Companys structural foam 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 technology were highly complementary to those of Loudon Plastics, a U.S. subsidiary of Cookson Specialty Moulding Group, and the acquisition positioned Cookson to become the European technological leader in structural foam molding.

T R A N S AC T I O N H I G H L I G H T S
Pretiums financing plan was built around its growth plans and capital needs, and allowed significant financial flexibility. A critical feature was to ensure that the Companys significant leverage did not constrain nearterm growth as North American packaging demand increased post-transacton.

T R A N S AC T I O N H I G H L I G H T S
Through the process, Goldsmith Agio Helms conveyed the excitement and opportunity of the new proprietary plastic pallet products, which significantly increased the interest in the Company. Developing a competitive process with several international as well as U.S. buyers enhanced the extraordinary results.

16 | GOLDSMITH-AGIO-HELMS

SELECTED TRANSACTIONS
The Sale of D 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 . The Sale of A l t e r r a H o l d i n g s C o r p.

TRANSACTION OVERVIEW
Delta Plastics Corp. and Essex Plastics, Inc., affiliates of the Sigma Plastics Group (revenues of $765 million), produced a variety of niche custom products, including shrink 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 broad range of proprietary blends combined with unique, highly flexible line configurations, Delta and Essex served as one-stop shops for their over 2,050 customers providing extensive product development and manufacturing capabilities. Delta and Essex were purchased by FlexSol Holding Corp., an acquisition vehicle formed by Bank of America Capital Investors (NYSE: BAC), other investors, and management, with a vision toward integrating the previously autonomous Delta and Essex organizations, further strengthening their market presence on a national basis, and providing expanded products and services.

TRANSACTION OVERVIEW
Alterra Holdings Corporation, through its two whollyowned operating subsidiaries Royal Rubber and Manufacturing Company and Aquapore Moisture Systems, Inc., designed and manufactured home and garden consumer products. Royal, with its Veldura brand, was the largest manufacturer of rubber and vinyl floor mats and related products to retail and wholesale customers in the U.S. Aquapore, with its Moisture Master and Gardena brands, was the leading manufacturer and distributor of soaker hoses and associated lawn and garden watering products. Fiskars Oyj Abp (FINLAND: FISKS), the oldest industrial company in Finland and an internationally recognized leader in the consumer products industry, purchased Alterra to further Fiskars' consumer products strategy, enhance its ability to serve common customers, and establish a base for launching innovative new products.

TRANSACTION HIGHLIGHTS
Companies with strong niche products, well-recognized brands, and established market share are compelling acquisitions for industry players seeking to broaden their customer base and/or expand product offerings.

TRANSACTION HIGHLIGHTS
Where private companies are competing with global players in a competitive and consolidating market, a sale to a financial buyer can provide expansion capital to grow through acquisition and expand geographic presence, to develop a lower cost structure to improve competitiveness.

Plastics Industry | 17

SELECTED TRANSACTIONS
SELLER
Ace Products, Inc.

BU Y E R / L E N D E R
Code, Hennessy & Simmons, Inc.

DESCRIPTION
Ace Products, Inc. was a manufacturer of semi-pneumatic rubber tires and plastic wheel assemblies for lawn and garden and material handling products. Admiral Plastics Corporation, a subsidiary of APL Corporation, was a manufacturer of quality rigid packaging used in the pharmaceuticals, foods, toiletries, cosmetics, motor oils, and chemicals industries. Alterra Holdings Corporation, a portfolio company of BT Capital Partners, was a designer and manufacturer of home and garden products. American Designer Pottery, L.P. was a manufacturer and marketer of polyurethane foam gardening pots and urns. Black Fin Yacht Corporation, a subsidiary of Zimmer Corporation, was a luxury boat manufacturer.

Admiral Plastics Corporation

McCormick & Company, Inc. (NYSE: MKC)

Alterra Holdings Corp. (BT Capital Partners)

Fiskars Oyj Abp (FINLAND: FISKS)

American Designer Pottery

Fiskars Oyj Abp (FINLAND: FISKS) An affiliate of Westinghouse Electric Corporation Miramar Marine Corp. Wellington Leisure Products, Inc. (NASDAQ:WLPI) Unimast Incorporated

Black Fin Yacht Corp. (Zimmer Corporation)

Carver Boat Corporation Casad Manufacturing Corp.

Carver Boat Corporation was a manufacturer of luxury yachts. Casad Manufacturing Corporation was a manufacturer of water ski equipment and accessories, including tow ropes, personal flotation devices, and wet suits. C.O.C. Industries, Inc., d/b/a Clinch-On Products, Inc., was a leading U.S. producer of steel and plastic cornerbead and related drywall trim products for the building materials industry. Continental Sprayers International, a division of Contico International, Inc., was a leading manufacturer of liquid dispensing products (e.g., trigger sprayers, foamers, and pump dispensers). The Urethane Systems Division of Cook Composites and Polymers was a producer of non-integrated urethane systems foam. The formation of a joint-venture between Cook Paint & Varnish Co., through its affiliate Cook Fiberglass Reinforced Plastics Unit, and TOTAL Compagnie Francaise des Ptroles, through its subsidiary Total Chimie. LLS Corp. and its subsidiaries Courtesy Corporation and Creative Packaging Corp. were sold out of bankruptcy. LLS was a full-service manufacturer of precision injection-molded plastic components, closures, and dispensing systems. Custom Display, Inc. was a manufacturer of plastic advertisement displays.

Clinch-On Products, Inc.

Continental Sprayers International (Contico International, Inc.)

AFA Products, Inc.

Cook Composites and Polymers

Carpenter Company

Cook Paint & Varnish Co.

TOTAL Compagnie Francaise des Ptroles

Courtesy Corporation (Hicks, Muse, Tate & Furst)

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

Custom Display, Inc.

Heritage Communications

18 | GOLDSMITH-AGIO-HELMS

SELECTED TRANSACTIONS
SELLER
Delta Plastics Corp.

BU Y E R / L E N D E R
Bank of America Capital Investors Audax Group

DESCRIPTION
Delta Plastics Corp. was a manufacturer of extruded LLDPE bag and film products. The sale of Dynisco, LLC, a portfolio company of Madison Capital Partners and a manufacturer of branded test, measurement, and process-control devices for the plastics industry, to Audax Group. Eagle Plastics, Inc. was a manufacturer of extruded PVC and PE pipe for the agricultural, turf irrigation, and building markets.

Dynisco, LLC, a portfolio company of Madison Capital Partners

Eagle Plastics, Inc.

PW Eagle (formerly Black Hawk Holdings, Inc.) (NASDAQ: PWEI) Tekni-Plex, Inc.

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

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 institutional foodservice and channels. Tekni-Plex, Inc. is a Somerville, New Jersey diversified, global manufacturer of packaging products for the healthcare, consumer, and foodservice packaging industries. Engineered Polymers Corporation, a portfolio company of Harbour Group, Ltd., was a manufacturer of large, sophisticated injection and structural foam molded plastic products. Epsilon-Opti Films Corporation was a leading manufacturer of polyolefin shrink films for high-clarity retail packaging applications. Essex Plastics, Inc. was a manufacturer of extruded LLDPE and HDPE film and bag products. Fort Wayne Plastics, Inc., a portfolio company of First Atlantic Capital, was a manufacturer of custom molded structural foam products. Freeman Chemical Corporation was a manufacturer and marketer of four specialty chemical product lines, including polyester resins, coating resins, urethane systems, and polyester polyols. Global Tool Inc. was a short-run plastic injection molder and rapid prototype tool shop. The Plastics Division of Huls-America, Inc. was a plastic extruder and calenderer of sheet and film used primarily for single-ply roof membranes. The Trocellen Foam Business of Huls-America, Inc. was a manufacturer of cross-linked polyethylene foam for the industrial and commercial markets.

Engineered Polymers Corp. (Harbour Group, Ltd.)

Cookson Group plc (LSE: CKSN)

Epsilon-Opti Films Corporation

Sealed Air Corporation (NYSE: SEE)

Essex Plastics, Inc.

Bank of America Capital Investors Ferro Management Group

Fort Wayne Plastics, Inc. (First Atlantic Capital)

Freeman Chemical Corporation

TOTAL Compagnie Francaise des Ptroles (France)

Global Tool Inc.

Linsalata Capital Partners

Huls-America, Inc.

HPG International, Inc.

Huls-America, Inc.

AEA Investors Inc.

Plastics Industry | 19

SELECTED TRANSACTIONS
SELLER
Infiltrator Systems, Inc.

BU Y E R / L E N D E R
Valuation and Strategic Assessment

DESCRIPTION
A valuation of Infiltrator Systems, Inc., the nation's leading manufacturer of on-site plastic leach-field chambers for the management and treatment of wastewater. IP Container of New Jersey, Inc. was a manufacturer of specialty blow-molded plastic bottles. Jet Plastica Industries, Inc. was a leading manufacturer of injection-molded disposable plastic cutlery, tumblers, dinnerware, and extruded drinking straws. Jet Stream Plastic Pipe Co. was a manufacturer and marketer of polyvinyl chloride (PVC) plastic pipe. Kroy Building Products, Inc., a portfolio company of Ampersand Ventures, was a manufacturer and marketer of vinyl fencing and decking products. Mayfair Molded Products Corporation was a manufacturer of plastic components for the electronics, automotive, and marine industries. NOVUS, Inc. was a world leader in the research, development, manufacture, and distribution of plastic resin products for windshield repairs. The sale by The Riverside Company of its portfolio company NPC, Inc., a manufacturer of flexible rubber pipe to manhole connectors, to American Capital Strategies, Ltd. (NASDAQ:ACAS). PackerWare Corporation was a manufacturer of consumeroriented injection molded plastic products. The Plastics Color Division of Pawnee Industries, Inc., a portfolio company of Sterling Group, Inc., was a blender of color concentrates and custom pre-colored thermoplastic compounds. Pawnee Rotational Molding Company, a portfolio company of Sterling Group, Inc., was a rotational molder of plastic products for the beverage, recreational, and construction industries. Plastron Industries, L.P., a portfolio company of Madison Capital Partners, was a manufacturer of precision thermoplastic electronics components. Portable Products was a manufacturer of plastic and textile products for the building products industry.

IP Container of New Jersey

John Waddington PLC

Jet Plastica Industries, Inc. (ACT II Companies)

Trivest, Inc. and BT Capital Partners

Jet Stream Plastic Pipe Co.

PipeLife International, GmbH (Belgium) Nortek, Inc. (NYSE: NTK)

Kroy Building Products, Inc. (Ampersand Ventures)

Mayfair Molded Products Corporation

Wozniak Industries, Inc.

NOVUS, Inc.

TCG International Inc. (CANADA: TCG)

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

American Capital Strategies, Ltd. (NASDAQ:ACAS)

PackerWare Corporation

Berry Plastics Corp. (First Atlantic Capital) Spartech Corporation (NYSE: SEH)

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

Pawnee Rotational Molding Co. (Sterling Group, Inc.)

Madison Capital Partners

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

Summa Industries (NASDAQ: SUMX)

Portable Products

Fiskars Oyj Abp (FINLAND: FISKS)

20 | GOLDSMITH-AGIO-HELMS

SELECTED TRANSACTIONS
SELLER
Pretium Packaging LLC

BU Y E R / L E N D E R
Dymas Capital Management Congress Financial Corp. AIG, Inc. Fleet Capital and Churchill Capital, Inc.

DESCRIPTION
Pretium Packaging is a private manufacturer of blow-molded bottles and containers for personal care, pharmaceutical, food and beverage, and household/industrial chemicals.

PW Eagle

The private placement of debt for PW Eagle, a leading extruder of PVC pipe products, for the waterworks, irrigation, construction, and electrical markets, with Fleet Capital and Churchill Capital. The Riblet Plastics Division of Riblet Products Corporation was a manufacturer of numerous plastic products, including power supply harness assemblies, electric cords, and connectors. Richmond Holdings, Inc. was a manufacturer of specialty plastic films and laminate components. RMS Corporation was a leading international manufacturer and designer of specialty equipment for the extrusion of composite materials. Sanitary Dash Manufacturing Company, Inc. was a producer of high quality plastic and brass plumbing fittings and hardware. Special Product Company was a designer and manufacturer of plastic housings for telephone electronics. Stearns Manufacturing Company was a manufacturer of water safety products and waterproof outerwear.

Riblet Products Corp.

First Sterling Ventures Corporation

Richmond Holdings, Inc.

Illinois Tool Works Inc. (NYSE: ITW) Hawthorne Partners, LLC

RMS Corporation

Sanitary Dash Manufacturing Company, Inc. Special Product Company

Zurn Industries, Inc. (NYSE: ZRN) Electra Fleming

Stearns Manufacturing Co.

Anthony Industries, Inc. (K2, Inc.) (NYSE: KTO) VenGrowth Capital Funds

Snyder Industries, Inc.

Snyder Industries, Inc. was a manufacturer of polyethylene plastic holding tanks for the chemical, nuclear, agricultural, and food industries. The sale by Madison Capital Partners of its portfolio company, Synventive Molding, Inc., a manufacturer of hot runner systems for the plastics injection molding industry to Advent International, a private equity firm. The Plastics Group, a portfolio company of Madison Capital Partners, was the largest plastics molder in North America providing custom and proprietary blow-molded and rotationalmolded plastic parts. Tobin-Hamilton Company, Inc. was a manufacturer of plastic structural components for railroad equipment.

Synventive Molding, Inc., a portfolio company of Madison Capital Partners

Advent International

The Plastics Group (Madison Capital Partners)

William Blair Capital Partners

Tobin-Hamilton Company

National Railway Utilization Corp.

Plastics Industry | 21

SELECTED TRANSACTIONS
SELLER
Trinova Corporation through its wholly-owned subsidiary Aeroquip Corporation has divested its business unit Wytheville Molded Rubber Products 20th Century Plastics, Inc.

BU Y E R / L E N D E R
Longwood Industries, Inc.

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

Avery Dennison Corp. (NYSE: AVY) Financial Advisory Services Dopaco

20th Century Plastics, Inc. was a manufacturer of plastic and vinyl products for office use. Assisted in the recapitalization of Vinyl Therm, Inc., a manufacturer of vinyl windows and related products. The Carthage Cup division of Waddington North America, a portfolio company of Code, Hennessy & Simmons, was a manufacturer of thermoformed polystyrene cups, plates, and bowls serving the institutional foodservice and consumer end markets. Dopaco, Inc. is a paper packaging business serving the institutional foodservice channel. The sale of Whitney Design, Inc., a manufacturer of laundry care and storage products, to Tricor Pacific Capital, Inc.

Vinyl Therm, Inc.

Waddington North America Carthage Cup Division (Code, Hennessy & Simmons)

Whitney Design, Inc.

Tricor Pacific Capital

The companies in blue were represented by principals of the Goldsmith Agio Helms plastics practice. 22 | GOLDSMITH-AGIO-HELMS

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