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Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

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Page 1: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Lenders’ Presentation

May 2015

Page 2: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

DisclaimerConfidentiality

This Presentation (the “Presentation”) has been prepared in connection with the repricing of certain term loan indebtedness of Coveris Holdings S.A. and certain of its subsidiaries.This Presentation contains confidential material and non-public information. Distribution of this Presentation, or of any information contained in this Presentation, to any person otherthan an original recipient (or to such recipient’s advisors) is prohibited. Any reproduction of this Presentation in whole or in part, or disclosure of any of its contents, without priorconsent of Coveris Holdings S.A., is prohibited. This presentation remains the property of Coveris Holdings S.A. and on request must be returned and any copies destroyed.

The Presentation may only be distributed to persons that are qualified institutional buyers as defined in Rule 144A under the United States Securities Act of 1933, as amended (the“Securities Act”), an institutional “accredited investor” as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act, or to persons who are non-US persons as defined inRegulation S under the Securities Act and who are outside the United States in accordance with Regulation S under the Securities Act.

The proposals contained in this Presentation are preliminary. This Presentation does not constitute a prospectus or form part of any offer for sale or subscription of, or solicitation ofany offer to buy, apply or subscribe for, any securities in the Coveris Holdings S.A. or any of the companies that may together constitute Coveris Holdings S.A., nor shall it form thebasis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment whatsoever with respect to Coveris Holdings S.A. or suchcompanies.

The information contained in this Presentation is subject to material updating, completion, revision, amendment and verification. No reliance should be placed on the information andno representation or warranty (whether express or implied) is given or made in relation to the accuracy or completeness of the information set out in this Presentation and noresponsibility, obligation or liability whatsoever is or will be accepted for the accuracy or sufficiency thereof or for any errors or omissions therein.

Forward Looking Statements

All statements, other than statements of historical facts, included in this Presentation that address activities, events or developments which are expected or anticipated to occur orwhich may occur in the future are forward-looking statements. Forward-looking statements convey the current expectations and projections relating to the anticipated financialcondition, results of operations, plans, objectives, future performance and businesses of Coveris Holdings S.A. These statements can be identified by the fact that they do not relatestrictly to historical or current facts. They are subject to uncertainties and factors relating to the operations and business environment of the businesses that it is anticipated willtogether comprise Coveris Holdings S.A., all of which are difficult to predict and many of which are beyond the control of these businesses. Such uncertainties and factors couldcause the Coveris Holdings S.A.’s actual results to differ materially from those stated in the forward-looking statements. Further, any forward-looking statement speaks only as of thedate on which it is made, and except as required by law, no obligation is assumed to update any forward-looking statement to reflect events or circumstances after the date on whichit is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Market Data Information

Certain market data information in this Presentation is based on estimates. The industry, market and competitive position data used throughout this Presentation was obtained frominternal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. The estimates are believed to be accurate as ofthe date of this Presentation. However, this information may prove to be inaccurate because of the method by which it was obtained or because this information cannot always beverified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. No representation,warranty or undertaking whatsoever is given or made regarding such information and the recipient should inform itself as to the accuracy of such data and the reasonableness ofsuch forecasts and their appropriateness for the proposed Coveris Holdings S.A.

1

Page 3: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Today’s Presenters

2

\ Gary Masse

Chief Executive Officer

Appointed as CEO of Coveris in April 2014

More than 25 years of experience in the manufacturing sector

Previously served as CEO of Precision Partners, a $500m engineering and manufacturing company

Served as Group President for Cooper Industries, where he managed the $800m Cooper Tools global business

Also held executive and senior management positions at Danaher Corporation and General Electric

Mike Alger

Chief Financial Officer

Appointed as CFO of Coveris in February 2013

Elected to the Coveris Board of Directors in October 2007

Served as a Group CFO at Sun Capital Partners

Responsibilities included financial oversight for multiple Sun Capital platform companies with focus on large scale multi-plant manufacturing and packaging companies

Over 35 years of experience in senior finance and operations management roles

Page 4: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

TRANSACTION OVERVIEW

Page 5: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Transaction Overview

Coveris (“the Company”) is a leading global manufacturer of plastic packaging products offering a broad range of value-added flexible and rigid plastic and paper packaging products

• Global presence with 66 production facilities across North America, Europe, Asia, and the Middle East

• Diversified base of over 3,000 customers, ranging from leading international blue-chip customers to smaller regional businesses

Coveris has continued to demonstrate strong financial performance since the 2013 Refinancing following successful implementation of various restructuring measures, realization of cost synergies, and successful integration of 5 acquisitions

• $61.4m of cost synergies achieved in 2013; and $61.8m of cost synergies achieved in 2014

• $27.8m of annualized cost synergies identified for 2015

For FY 2014, the Company generated Net Sales of $2.8bn and Adjusted EBITDA of $316.4m, an increase of 0.6%¹ and 17.5%¹, respectively

Coveris is seeking to take advantage of strong performance / good markets to reduce its interest expense on the USD and EUR denominated Senior Secured Term Loan

• Coveris is also seeking to raise an additional €50m-€75m of euro-denominated loans, the proceeds of which will be used to repay a portion of its existing dollar-denominated term loans

• The financing is leverage-neutral and pro forma for the re-pricing, the Company will maintain 2.2x Secured Leverage and 4.0x Total Leverage based on 2014 Adjusted Pro Forma EBITDA (including synergies) of $349.5m

• Conference call with lenders scheduled on May 11, 2015 (Monday) with commitments and consents due on May 19, 2015 (Tuesday)

1. Net sales growth and EBITDA growth for 2014 calculated after giving effect to all relevant acquisitions as if they had been acquired on January 1, 2013.4

Page 6: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

($ in millions)CurrentAmount

ProposedAmount

x 2014 Adj. PF EBITDA(incl. synergies)

Current Margin

ProposedMargin Maturity

Cash and Cash Equivalents (43.4) (43.4) (0.1)x - - -

North American ABL Facility ($110m) 54.8 54.8 0.0x 2.725% 2.725% 2019

European ABL Facility ($175m) 82.5 82.5 0.3x 2.95% 2.95% 2019

Senior Secured Term Loan ($) 429.6 375.31 1.3x L+4.25%2 L+3.50-3.75%2 2019

Senior Secured Term Loan (€) 187.5 241.81 2.0x E+4.75%2 E+3.50-3.75%2 2019

Existing Capital Leases 50.3 50.3 2.2x Various Various Various

Total Secured Net Debt 761.2 761.2 2.2x

2019 Senior Unsecured Bonds 410.8 410.8 3.4x 7.875% 7.875% 2019

2018 Senior Unsecured Bonds 235.4 235.4 4.0x 10.00% 10.00% 2018

Total Net Debt 1,407.4 1,407.4 4.0x

2014 Adjusted EBITDA 316.4

Pro Forma Adjustments3 5.3

2014 Adjusted Pro Forma EBITDA 321.7

Synergies4 27.8

2014 Adjusted Pro Forma EBITDA (Including Synergies) 349.5

Pro Forma Capital Structure

Source: Company Information1. Proposed amount calculated assuming EUR tranche is upsized by €50m and the proceeds are used to repay portion of the existing USD tranche; USD / EUR FX rate of 1.09.2. Subject to a floor of 1.00%.3. Pro forma adjustments reflect full year results relating to the acquisition of St. Neots and Learoyd.4. Includes annualized procurement savings of $12.9 million and annualized manufacturing and restructuring savings of $14.9 million identified for 2015. 5

Pro Forma Capital Structure (as of Mar-2015)

Page 7: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Summary Terms for Senior Secured Term Loan

2013 Senior Secured Term Loan

Borrower Coveris Holdings S.A. (formerly Exopack Holdings S.A.)

Amount

Current $ Tranche: $429.6m € Tranche: €172.8m

Proposed Existing $ Tranche: $348.2m - $375.3m (OID: 100.00) Existing € Tranche: €172.8m (OID: 100.00) New € Tranche: €50.0m - €75.0m (OID: 99.75)

MarginCurrent

$ Tranche: L + 425bps (floor of 1.0%) € Tranche: E + 475bps (floor of 1.0%)

Proposed $ Tranche: L + 350-375bps (floor of 1.0%) € Tranche: E + 350-375bps (floor of 1.0%)

Ranking Senior Secured

Maturity May 2019 (springing maturity 91 days inside existing 10.0% 2018 Notes)

Amortization 1.0% per annum

Call Protection 101 Soft Call for 6 months

Incremental Facility Not to exceed $50m plus, an unlimited amount so long as after giving effect to such Incremental Facility, the pro

forma Secured Net Leverage Ratio (net of up to $50m of unrestricted cash and cash equivalents) does not exceed 2.4x

Financial Covenants None

Negative Covenants Limitations on indebtedness, liens, restricted payments and acquisitions, among others

Excess Cash Flow For any fiscal year, 50% of Excess Cash Flow if Secured Net Leverage Ratio is >2.0x; 25% if Secured Net Leverage Ratio is <=2.0x and >1.5x; and 0% if Secured Net Leverage Ratio <=1.5x

Guarantee Coverage Consolidated EBITDA and consolidated assets of the Loan Parties to be equal to at least 75.0% of the total consolidated EBITDA and total consolidated assets of the group; subject to certain limitations and exclusions

Governing Law New York Law

6

Page 8: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

OVERVIEW OF COVERIS

Page 9: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Who Is Coveris?

Organization Highlights

• Leading global plastics packaging company

• $2.8 billion annual sales

• 66 strategically located facilities

• Over 9,800 employees in 17 countries

• Diverse packaging technology platforms (flexible and rigid)

• Award-winning package development and printing capabilities

Key Market Relationships

• Major manufacturer of Rigid Packaging in Eastern Europe and the United Kingdom

• A leading manufacturer of Natural Cheese Packaging in North America

• One of the largest global manufacturers of Pet Food Packaging

• The largest manufacturer of Private Label Packaging in the United Kingdom

Note: Sales segmentation as per reported 2014 financial information8

Sales by End MarketsSales by Region Sales by Segment

Europe65%

North America

32%

Rest of World

3%

Flexible72%

Rigid28%

Food51%

Beverage9%

Industrial /Inst't.17%

Household Care3%

Personal Care7%

Medical2%

Other12%

Key Products

Page 10: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Company Description Key Products

North American leader in flexible paper and plastic packaging and coated products

Cheese packaging Meat packaging Pet food packaging

Industrial packaging Specialty coatings Collation shrink

European leader in flexible plastic packaging

Pet food packaging Confectionary packaging Agricultural packaging

Beverage packaging Tamper evident bags

European provider of rigid and high-end flexible plastic packaging

“Recloseable” pouches and bags Medical films

Barrier films Meat packaging

One of the largest players in rigid plastic packaging in Eastern Europe

Mono- and multilayer barrier sheets Pre-formed rigid plastic and paper containers

Thermoforming & injection molding technology

A market leader in labels and printed paperboard and top supplier of labels to Private Label in the UK

Labels Reclose applications

Sandwich packaging Intelligent lidding film

One Packaging Company with Combined Strength and Market Reach

9

Page 11: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Sizeable Player in the Global Plastic Packaging Market

$9.8bn

$7.8bn

$5.0bn$4.4bn $4.3bn

$2.8bn$2.4bn $2.4bn

$1.8bn$1.4bn

Source: Company filingsNote: Based on available company disclosures on plastic packaging. Average 2014 exchange rates used for currency conversion: EUR / USD 1.3925; GBP / USD 1.6474; AUD / USD 0.9013

10

Flexible ✓ ✓ ✓ ✓ ✓ ✓ ✓

Rigid ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

Selected Global Plastic Packaging Players – Sales ($ billions)

Page 12: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Mission

Customers

Ensure that customers recognize Coveris as a provider of innovative packaging and coatings solutions that:

• Delivers outstanding customer service and quality

• Is flexible and quick to respond

• Invests and grows with them

Employees

Our employees are engaged and empowered to produce world class products in a safe environment

We are committed to operational excellence, continuous improvement and fact based decision making

We are accountable for results

Financial Grow revenue by 5%, increase profit by 15% and drive positive cash flow

Maintain adequate liquidity level

11

Page 13: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Overview of Recent Events

1. Net sales growth and EBITDA growth for 2014 calculated after giving effect to all relevant acquisitions as if they had been acquired on January 1, 2013.12

2011 2012 2013

Acquired UK Britton Group, Austrian Unterland, and the Rigid Pannunion business

Invested $93m in capital projects

Legally combined 5 packaging companies

Refinanced 5 separate debt structures into one

Grew sales by 6.1% and adjusted pro forma EBITDA by 8.6%

Rebranded Company to Coveris

Closed 2 new bolt-on acquisitions in 2nd half

Delivered over $61m of synergies

Invested $124m in capital projects

New CEO Gary Masse to lead Coveris

Closed 3 bolt-on acquisitions (KubeTech, St. Neots, Learoyd)

Grew pro forma net sales by 0.6%¹ and pro forma adjusted EBITDA by 17.5%¹

Achieved $61.8m of synergies

Invested $116m in capital projects

Achieved $46m in synergies Invested over $100m in

capital projects Completed acquisition of UK

labels business Formed Global procurement

organization to leverage savings

Conformed financials to US GAAP standards

Sales: $2,326m Adjusted EBITDA: $216m Adj. EBITDA margin: 9.3%

Sales: $2,507m Adjusted EBITDA: $237m Adj. EBITDA margin: 9.4%

Sales: $2,660m Adjusted EBITDA: $257m Adj. EBITDA margin: 9.7%

Sales: $2,759m Adjusted EBITDA: $316m Adj. EBITDA margin: 11.5%

2014

Page 14: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

CoverisBusinessSystem

Commercial Excellence

Operational Excellence

Talent / Leadership

Acquisition Integration

Foundation to Our Culture, Values and Mission

• Strategic Planning Process

• Sales Force Effectiveness

• Pricing Processes

• Enabling Tools

• CPS

• Modernization

• Procurement Practices

• Supply Chain Development• Performance Management

• Compensation Management

• Leadership Skills

• Succession Pipeline

• Acquisition Funnel

Drive Best Practices Across the Business Through Coveris Business System – CBS

13

Page 15: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Strategic Planning Process• Market Driven• 3 Year Outlook• Initiative Based

Strategic Initiatives• Current Year - 2015• Action Based

Budget - 2015• Financial and

Operating Plan

Deploy• Mobilize teams• Keep score

Time Line

Summer (Q3) Fall (Q4) Winter (Q4 – all year)

Coveris Business System (CBS)• Processes & Tools• The ‘How’

Process Driven

14

Page 16: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

15

Key Elements of Corporate Strategy

Strategies Key Highlights

● Leverage long-standing customer relationships● Cross-sell the complete product line to customers in all markets● Leverage relationships across the Group to capture new technology and market opportunities

Leverage Customer Relationships to Grow Organically

● Increase the functionality, product quality and shelf-appeal of products by developing and applying innovative new technologies

● Roll out PMDB to provide updated customer/product profitability● Continue to develop complementary product features (e.g. high definition graphics, fitments, easy open)

Enhance Products Through Technology

● Good platform for strategic acquisition opportunities● Track record of successfully integrating acquisitions and achieving operating efficiencies

Selectively Pursue Strategic Acquisition

Opportunities

● Expand the share of the value chain with existing customers● Increase overall market share in attractive product categories by leveraging leadership positions at

different points in the value chain

Operations & Supply Chain Excellence

● Increased scale allows to secure improved volume pricing from suppliers and streamline procurement● Further rationalize manufacturing footprint, institute operational and manufacturing best practices● Annualized procurement savings of $12.9 million and annualized manufacturing and restructuring

savings of $14.9 million identified for 2015

Further Integration and Cost Savings from

Combination

Page 17: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

KEY CREDIT HIGHLIGHTS

Page 18: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Key Credit Highlights

Leading Positions in Attractive End Markets

Broad Geographic Reach

Resilient and Diversified Business Model

Established Relationships with Blue-Chip Customers

Proven Capabilities in Developing and Commercializing New Technologies

Large Scale Provides Opportunities for Cost Savings

Stable Earnings

Experienced Management Team with Successful Track Record

17

1

2

3

4

5

6

7

8

Page 19: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Leading Positions in Attractive End Markets (1/3)

18

1

Flexible Rigid

$1,987m $773m

$291m $95m

Leading in North American printed beverage shrink films

A leader in UK Private Labels

#2 in Cheese and Pet Foods in North America

Leader in building market (insulation)

Leader in salt (home, road, pool)

Leader in susceptor technology (popcorn)

Leading global supplier of phototool printed circuit boards

Premier custom coater in the US

Leading supplier of conductive vinyl for medical electrodes

Largest thin wall rigid packaging producer in Europe by volume

Food & Consumer Coatings RigidPerformance

2014 Sales

Market Position and Key Products

Markets

2014 Gross Margin

Page 20: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Leading Positions in Attractive End Markets (2/3)

19

1

Largest UK Provider of

Private Labels

A North American Leader in

Natural Cheese

A Leaderin Shrink Films

Major Player in the Eastern European

Rigid Market

A Global Leader in Pet Food

Leading Playerin Single Use Detergents

Page 21: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Leading Positions in Attractive End Markets (3/3)

5.3%4.5% 4.3%

3.4%

2.5%

Rigid Plastic Flexible Plastic Paper and Board Glass Metal

CA

GR

% (2

013-

2018

)

Source: Smithers Pira1. Includes other consumer packaging substrates (not displayed separately on the chart) with a market value of $38bn, which is expected to grow at 0.5% p.a. (2013-2018).

20

1

Rigid Plastic Flexible Plastic

Key Drivers for Plastic Packaging Demand Growth

Move from glass/metal to rigid plastic and paper Developments in barrier technologies, processing

equipment, heat stability and resin formulation Increasing shelf life Convenience food such as ready meals

Conversion from jars and cans to pouches Single serving/convenience sizes Convenient cook-in packages Material content and weight reduction for

sustainability and cost management Food safety regulations Portable and resealable packages

Estimated Market Size ($bn) 175 172 57243 112

CAGR 2013-2018: 4.1%¹

Coveris Key Markets

Page 22: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Broad Geographic Reach

Note: Sales segmentation as per reported 2014 financial information; Coveris has an additional production facility in China. 21

2

US29%

Europe & Middle East (47 Facilities)North America (18 Facilities)

UK25%

North America Food and Consumer Europe Food and Consumer

UK Food and Consumer

Rigid

North America Performance Packaging

Advanced Coatings (+1 Facility in China)

NA Rigid

Sales by Region

Europe 65%

North America 32%

Rest of World 3%Our unique, multi-local infrastructure allows

us to maintain the flexibility of a local solutions provider and leverage the breadth

of a global innovator to support our customers’ needs everywhere.

Page 23: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Resilient and Diversified Business Model

Source: Smithers PiraNote: Sales segmentation as per reported 2014 financial information

22

3

Wide Geographical Spread… …With Focus on Diverse End Markets… …and Low Customer Concentration

Packaging Industry Resilience Demonstrated by Steady Volume Growth Even During Global Economic Decline

Res

ilien

ce o

f Pa

ckag

ing

Indu

stry

Cov

eris

’sR

esili

ent a

nd

Div

ersi

fied

Bus

ines

s M

odel

US29%

UK25%

Largest Customer <6%

Top 2-10 Customers

<15%

Rest 79%

83.3

24.3

20

21

22

23

24

25

26

55

65

75

85

2008 2009 2010 2011 2012 2013

Flexible Packaging Value Flexible Packaging Volume

$bn

Million Tons

Consumer Flexible Plastic Rigid Plastic

135.6

45.3

35

40

45

50

55

110

115

120

125

130

135

140

2008 2009 2010 2011 2012 2013

Rigid Packaging Value Rigid Packaging Volume

$bn

Million Tons

Industrial18%

Europe65%

North America

32%

Rest of World

3%

Food51%

Beverage9%

Industrial /Inst't.17%

Household Care3%

Personal Care7%

Medical2%

Other12%

Page 24: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Established Relationships with Blue-Chip Customers (1/2)

23

4

US29%

Food

Coatings

Labels

Rigid

Performance

Page 25: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Established Relationships with Blue-Chip Customers (2/2)

24

4

US29%

Contract Based Sales Split

Sales Split by Customer Age (Top 50)

10+ yrs.86%

Less than 10 yrs.14%

Of the top 50 customers, 86% of sales are derived from customers with 10+ years relationship; long term contracts with global customers ensure recurring and visible sales

20+Years

15+Years

10+Years

15+Years

15+Years

15+Years

15+Years

18+ Years

13+Years

15+Years

RigidFlexibleNon-

Contract Based

Customers 32%

Contract Based

Customers 68%

Non-Contract Based

Customers 41%

Contract Based

Customers 59%

Page 26: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Proven Capabilities in Developing and Commercialising New Technologies (1/2)

North America Food & Consumer Europe Food & Consumer North America Performance Packaging

Overview

• Mono and Multi-Layer Film Extrusion• Flexographic & Rotogravure printing • Proprietary Barrier technology• Converting: Pouch and Bag• Vertically integrated

• Barrier Blown and Cast Film• Shelf stable laminate retort technology• Multiple printing and hot stamping

decoration platforms• Value Added Conversion: Bags and

Pouch• Medical Bag Technology

• Mono and Multi-layer Film Extrusion• Susceptor Microwave Technology• Specialized paper converting

technology• Value Added Conversion

Growth Strategy

• Increase share of Fresh Meat Market• Enter forming / non-forming market• Leverage Rigid’s MAP offering• Migrate Pet from Paper to Plastic • Leverage EU retort and barrier tray for

NA Pet clients• Expand Pet pouch / bag offer• Internalize barrier sealant films

• Leverage NA & Rigid Pet Food Position (full product offer)

• Expand MDO • Grow IML with new print technology• Expand Confection bag business in

EU and NA• Expand Medical portfolio

• Invest and grow Insulation Market (FFS)

• Growth in dairy bag market• Leverage MDO from Coveris EU• Food Focus vs. Industrial products• Expand EU Confection business in NA

25

5

Page 27: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Proven Capabilities in Developing and Commercialising New Technologies (2/2)

UK Food & Consumer Advance Coatings Rigid

Overview

• Value Added Fast Response Graphic capabilities

• QSR and FMCG Tailored Service • Cutting Edge Label Innovations

Breathable Film Technology

• Precision application coating technology for electronic and custom applications

• Proprietary material coating development

• Value Added Innovation

• Barrier Thermoforming Technology• High Value Added Innovation Services• IM / IML / Injection Compression• Precision injection molding• In Mold Label Thermoforming• Paper Wrapping, Sleeving, Labeling

Growth Strategy

• Expand labels business into Western and Central Europe

• Grow board business• Leverage position and grow Produce

• Fuel Cell Technology• Breathable Films / Wound Dressing• Expansion in Electronics Markets• Growth in Optical Films• Leverage Back Lit Signage• Micro-porous Paper

• Expand offer into North America• Leverage NA & EU Pet Food Position

(full product offer)• Barrier tray system sell with NA Meat

Team (full product offer)• Next Gen Thermoforming Technology

26

5

Page 28: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Large Scale Provides Opportunities for Cost Savings

Procurement Manufacturing

Key Measures

Leveraging the purchasing power of the combined organization

Aligning prices and eliminating duplicate suppliers

Leveraging economies of scale

Improving supplier performance management

Using central resources to provide additional bandwidth and expertise to local procurement teams

Savings through investment, rationalization of footprint and improving efficiencies through lean manufacturing

Closure of one plant in Hungary

Acceleration of CPS project with Milliken

Integration of acquisitions including 3 in UK, NA Rigid and DI

Consolidation of Finnish production plants

Investment in layer capabilities and capacity increase in CAN

Integration of UK film operations into UK Food & Consumer

Cost Synergies

Note: One-off operating expenses and capital expenditures of approximately $19.7m to achieve 2015 annualized synergies27

6

$123.2m of cost synergies achieved in 2013/14 plus incremental $27.8m of cost synergies identified for 2015

2013 Achieved $61.4m 2014 Achieved $61.8m2015 Annualized Estimated $27.8m

$37.7 $23.7

$28.7$33.1

$12.9 $14.9

$79.3 $71.7

2013 Achieved 2014 Achieved 2015 Annualized Estimated

Page 29: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Stable Earnings

5%

10%

15%

0

50

100

150

200

2007 2008 2009 2010 2011 2012 2013 2014

PE Price¹ PP Price² Coveris Gross Margin³

Despite volatile prices for Polyethylene High Density and Polypropylene the Group was able to maintain stable profit margins of 12.4%, 11.7% and 14.0% for the periods 2012, 2013, and 2014

Exposure to fluctuations in raw material prices are managed through long-term arrangements with preferred suppliers, with various raw material pass-through mechanisms and by managing mix of contracted and spot sales

Plastic packaging price adjustments within 30 to 90 days and paper packing within 90 to 120 days

Source: Company filings and presentations, CMAI Global1. PE denotes Polyethylene High Density prices in North America (Cents/Pound). 2. PP denotes Polpropylene Domestic Market in North America (Cents/Pound). 3. Gross margin based on rolling LTM numbers. Based on reported financials not pro forma for acquisitions.

Adjusted EBITDA – Capex (% Conversion)

Continue ongoing procurement and manufacturing cost saving initiatives:

• Company-wide purchasing programs to enhance our pricing capabilities

• Rationalize manufacturing footprint where opportunities exist to streamline production and utilize more efficient sites

• Consolidation of management and back office functions by establishing a single management and back office team

Capex spend expected to stabilize in future in line with industry spend

Management fees have been reduced to $9.8 million (for 2014)

Commentary

7

CommentaryResilient Profitability of Coveris

133113

200

2012 2013 2014

44%Conversion(%) 56% 63%

28

Page 30: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Name Position Years at Coveris Experience Prior Experience

Gary Masse CEO 1 29

Michael Alger CFO 2 35

Kathleen McJohn General Counsel 1 29

Tony Fogel CHRO 1 27

Xavier Cassignol VP, Procurement 2 24

Dieter Bergner CEO, EU Rigid 9 30

Mark Lapping President, UK Food and Consumer 7 17

David Neal President, Advanced Coatings 36 40 Unilator Technical Ceramics, UK

Lee Marks VP, Global Operational Excellence 1 32

Chris Wrobel VP, Strategy and Global Commercial Excellence 2 15

Gary Rehwinkel President, NA Performance Packaging 5 28

Stefan Gutheil President, EU Food and Consumer 1 29

Gary Masse (Acting) President, NA Food and Consumer 1 29

Experienced Management Team with Successful Track Record

29

8

Page 31: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

COVERIS FINANCIAL PROFILE

Page 32: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Financial Performance$ in millions

Net Sales ($m) and Growth (%)

241 229 291

72 8295312 311

386

PF 2012 PF 2013 Reported 2014

11.7% 14.0%Margin (%) 12.4%

Gross Profit ($m) and Margin (%)

0 0 00 0 0Flexible Segment Rigid Segment Consolidated Financials

Note: Breakdowns may not be consistent with the totals presented due to rounding1. Excludes synergies.2. Including pro forma adjustments of $5.3m and synergies of $27.8m identified for 2015. 31

Adjusted EBITDA1 and Margin (%)

1,845 1,881 1,987

662 780 7732,507 2,660 2,759

PF 2012 PF 2013 Reported 2014

6.1%Growth (%) 3.7%

Adjusted EBITDA1 – Capex ($m) and Cash Conversion (%)

316237 257 349

PF 2012 PF 2013 Reported 2014

9.7%Margin (%) 9.4% 11.5%1

133 113

200

PF 2012 PF 2013 Reported 2014

CashConversion(%)

63.2%43.9%56.1%

2

Page 33: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Group Historical Financial Information$ in millions

Group Historical P&L PF 2012 – 2014 (Reported) Comments2014 Sales

Flexible: Sales increased primarily due to two accretive acquisitions, strong performance in industrial packaging applications in North America, strong order volumes in coatings business in the UK, and favourable FX impact

Rigid: Closures acquisition and favourable FX impact offset by lower volumes from general market softness for packaged foods in Europe and prior year closure of KubeTech’s Illinois plant

2014 Adjusted EBITDA

EBITDA increase driven by procurement savings, higher volumes, acquisitions, and manufacturing cost reductions driven by restructuring projects and new cost-efficient manufacturing assets

Synergies: $61.4m of synergies achieved in 2013 and $61.8m of synergies achieved in 2014

321. Pro forma adjustments reflect full year results relating to the acquisition of St. Neots and Learoyd.

FY Ending Dec ($m) PF 2012 PF 2013 Reported 2014Reported 2014 / PF 2013 Growth

Flexible Packaging 1,844.8 1,880.5 1,986.7 5.6%

Rigid Packaging 662.0 779.7 772.6 (0.9)%

Sales 2,506.8 2,660.2 2,759.3 3.7%

COGS (2,194.4) (2,348.8) (2,373.5) 1.1%

Gross Profit 312.4 311.4 385.8 23.9%

Gross Margin 12.4% 11.7% 14.0%

SG&A Expenses (257.7) (277.9) (291.9) 5.1%

Depreciation & Amortization (25.8) (42.6) (43.0) 0.9%

Accelerated Amortization of Legacy Brand Name - (71.0) - NM

Operating Income 28.9 (80.1) 50.8 NM

Operating Margin 1.2% (3.0)% 1.8%

Adjusted EBITDA 236.5 256.9 316.4 23.2%

Adjusted EBITDA Margin 9.4% 9.7% 11.5%

Pro Forma Adjustments¹ 5.3

Adjusted Pro Forma EBITDA 321.7

Adjusted Pro Forma EBITDA Margin 11.7%

Synergies Identified for 2015 27.8

Adjusted Pro Forma EBITDA (Including Synergies) 349.5

Adjusted Pro Forma EBITDA Margin (including synergies) 12.7%

Page 34: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Reported EBITDA to Adjusted PF EBITDA Bridge$ in millions

Reported EBITDA – Adjusted Pro Forma EBITDA Bridge (2014)

197.345.2 9.8 10.1 20.7 5.4 1.1

26.7 316.4 5.3 321.727.8 349.5

UnadjustedEBITDA

Restructuringand

Relocation

ManagementFees

TransactionRelated

Expenses

BusinessImprovement

(Gain)/Loss onDisposal of

Assets

PensionRevaluation

Other Non-OperatingExpense

AdjustedEBITDA

Pro FormaAdjustments

Adjusted ProForma EBITDA

Synergies Adjusted ProForma EBITDA

(includingsynergies)

Comments on Main Adjustment Items Restructuring and Related Relocation Costs. Costs associated primarily with various restructuring activities, employee relocation expenses or employee severance

costs

Management Fees. Costs and expenses associated with financial and management consultancy services provided to Coveris by Sun Capital

Transaction Related Expenses. Costs associated with the Combination, transactions and acquisition costs

Business Improvement. Business Improvement Consulting Costs

Other Non-Operating Expenses. Costs associated with information technology, consulting, rebranding and other infrequent expenses

Pro Forma Adjustments. Reflects full year results relating to the acquisition of St. Neots and Learoyd

Synergies. Includes annualized procurement savings of $12.9 million and annualized manufacturing and restructuring savings of $14.9 million identified for 2015

33

Page 35: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Recent Higher Capex to Support Growth and Cost Reduction Projects$ in millions and % of Sales

Capex and Capex as % of Sales by Division

71.4 86.4 65.2

32.4

57.8

51.3

103.8

144.2

116.5

PF 2012 PF 2013 2014

Flexible Rigid

Comments

Significant portion of the capex made to rationalize manufacturing footprint and improve manufacturing efficiencies in each geographic region

Recurring levels of maintenance capex of approximately $75m per year

Capex of $130m - $160m expected to be incurred in 2015, which will include expenditures made to realize synergies and expense reductions

34

PF 2012 PF 2013Reported

2014

Flexible Packaging 3.9% 4.6% 3.3%

Rigid Packaging 4.9% 7.4% 6.6%

Coveris Holdings 4.1% 5.4% 4.2%

Capex as % of Sales

Page 36: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Strong Deleveraging Profile and Flexible Capital Structure

Pro Forma Capital Structure (as of Mar-2015)

Note: Leverage ratio calculation based on reported net debt and Adjusted Pro Forma EBITDA (as per quarterly and annual reports)1. Subject to a floor of 1.00%.2. Outstanding amount calculated assuming EUR tranche is upsized by €50m and the proceeds are used to repay portion of the existing USD tranche; USD / EUR FX rate of 1.09.

Net Debt and Net Leverage Ratio

5.0x4.8x 4.8x

4.6x 4.5x

Dec-2013 Mar-2014 Jun-2014 Sep-2014 Dec-2014

1,377 1,450 1,4361,4771,391

● No cash maturities prior to 2018

● Modest principal repayments on the term loan (1% per annum)

● No maintenance financial covenants

● Additionally, the company has other small banking lines, as well as $198m (as of Dec-2014) of deeply subordinated long-maturity shareholder loans (quasi – equity)

IssuerSize($m)

Margin/Coupon Maturity

Out.($m)

TermLoan Coveris Holdings SA $675 L+3.50-3.75%1

E+3.50-3.75%120192019

375.32

241.82

Notes Coveris Holdings SA $410 7.875% 2019 410.8

Notes Coveris Holding Corp $235 10.0% 2018 235.4

Revolver N. America AgreementEuropean Agreement

Up to $110Up to $175

2.7%3.0%

20182019

54.882.5

CapitalLeases Various Various 5.8% Various 50.3

Total Debt 1,450.8

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Page 37: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Current Trading and Recent DevelopmentsFinancial Information Based on Preliminary Management Accounts

Net sales (on a constant currency basis) in Q1 2015 likely to decrease marginally by $(4.6)m or (0.7)% vs. Q1 2014

• Organic growth resulting from strong performance of North American Food & Consumer, UK Food & Consumer, and North American Performance Packaging operations

• Net sales in Q1 2015 negatively impacted by unfavourable FX movement of $(67.9)m; pass through resin price reductions reduced sales by approximately $14m

• Net sales of $633.3m (actual) and $701.2m (on a constant currency basis) in Q1 2015 vs. net sales of $705.8m in Q1 2014

EBITDA (on a constant currency basis) in Q1 2015 expected to increase by $4.8m or 6.2% vs. Q1 2014

• Primarily due to continued realization of synergies driven by procurement savings, manufacturing footprint restructuring, and productivity capital spending initiatives

• EBITDA in Q1 2015 negatively impacted by unfavourable FX movement of $(8.1)m

• EBITDA of $73.8m (actual) and $81.9m (on a constant currency basis) in Q1 2015 vs. EBITDA of $77.1m in Q1 2014

Impact of decrease in oil prices

• During H2 2014 and Q1 2015, oil prices decreased significantly which also affected the prices for resin and polymers. Coveris has a resin pass through lag of 60-90 days, so we benefit during periods of declining resin prices. However, the pass through of lower resin prices results in a reduction of net sales

The Company is contemplating a potential acquisition of a plastic packaging business based in the Americas for an estimated consideration of $110m-$120m. The acquisition will contribute an EBITDA of $15m-$20m and is expected to be fully funded by the incurrence of additional unsecured debt.

36

Page 38: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

APPENDIX

Page 39: Coveris Lender Presentation 53 · PDF fileAlso held executive and senior management positions at Danaher Corporation and General Electric ... Sales segmentation as per reported 2014

Summary Corporate and Financing Structure

1. In connection with the Combination, funds managed by Sun Capital transferred all of their ownership interests in the Group (other than certain interests currently held by management) to the Issuer in exchange for equity interests in SCPack Holdings Management S.à r.l. & Partners S.C.A.

2. In October 2013, the Group executed its 2013 Long-Term Incentive Plan between SCPack Holdings Management S.à r.l. & Partners S.C.A. and certain key employees. Under this plan, after achieving the relevant return hurdle a participating manager is entitled to participate in any further interim distribution made by the business prior to any change of control or liquidation, provided that only the portion of the interim distribution attributable to the manager’s vested shares will be paid to the manager at the time of the interim distribution.

3. In connection with the 2013 Refinancing, we entered into the 2013 Term Loan ($435m USD tranche and €175m EUR tranche). The 2013 Term Loan is guaranteed by Coveris Intermediate Holdings, S.à r.l. and all of the Guarantors and secured by certain assets of the Guarantors and a pledge over the shares of the Issuer.

4. Substantially all of the Issuer’s subsidiaries organized in the United States, United Kingdom, Luxembourg, Austria, Canada, Finland, Germany and Poland will guarantee the Notes issued hereby. The Non-Guarantor Subsidiaries include all of our subsidiaries organized in, among other jurisdictions, France, Hungary, The Netherlands, Spain, Bulgaria, Turkey and China. The obligations of the Guarantors will be contractually limited under the applicable Guarantees to reflect limitations under applicable law with respect to maintenance of share capital, corporate benefit, fraudulent conveyance and other legal restrictions applicable to the Guarantors and their respective shareholders, directors and general partners. By virtue of this limitation, a Guarantor’s obligation under its Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Guarantee.

5. In connection with the 2013 Refinancing, certain of our European subsidiaries entered into the European ABL Facilities, which consist of five-year senior secured revolving credit facilities that provide for aggregate borrowings of up to $175.0 million (equivalent), subject to certain borrowing base limitations.

6. Coveris Holding Corp. has issued $235.0 million of 10% Senior Notes due 2018 which, following the 2013 Refinancing, are guaranteed by the Issuer and the Guarantors (other than subsidiaries of the Exopack Business organized in the United Kingdom and certain subsidiaries of the Exopack Business organized in Canada).

7. The North American ABL Facility is a $110.0 million asset-based revolving credit facility.

Sun Capital1 Management2

Coveris Intermediate HoldingsS.à r.l. (Luxembourg) (“Coveris

Intermediate Company”)3

Coveris Holdings S.A. (Luxembourg) (“Issuer”)4

Coveris S.A.(Luxembourg)

$325m of Original Notes$85m of Additional Notes

$675m 2013 Term Loan3

Non-Guarantors Guarantors4 Coveris Holding Corp. (United States)4

Guarantors4Non-Guarantors

$175m (equivalent)

European ABL Facilities5

$235m ExopackNotes6 and $110.0m North American ABL

Facility7

SCPack Holdings Management S.à r.l. & Partners S.C.A.

(Luxembourg)

38