Berry Plastics Group, Inc. (NYSE:BERY) entered into a definitive merger agreement to acquire AEP Industries Inc. (NasdaqGS:AEPI) for approximately $560 million on August 24, 2016. As part of the consideration, each AEP shareholder will elect to receive either $110 in cash or 2.5011 shares of berry common stock per AEP share, subject to an overall 50/50 proration to ensure that 50% of the total outstanding AEP shares are exchanged for the cash consideration. Berry intends to fund cash component of acquisition with existing cash and a new term loan, and has committed financing in place from Citigroup and Credit Suisse seven year first priority, senior secured incremental term loan credit facility in an aggregate principal amount of $500 million. Upon closing, shareholders of AEP will own approximately 5% of Berry on a fully diluted basis. Until the transaction closes, AEP and Berry Plastics will operate as separate companies and it is business as usual. The combined company will be led by Berry Plastics’ Chief Executive Officer, Jonathan Rich. Certain executive officers and Directors of AEP, who in aggregate, beneficially own 21.5% of AEP’s common stock outstanding, have agreed to vote in favor of the proposed transaction. The transaction is subject to the approval of AEP shareholders, Board approvals of both Berry and AEP, the expiration or early termination of the waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and customary closing conditions, including applicable regulatory approvals and is expected to be completed on or about January 20, 2017. Board approval from both AEP and Berry has been obtained. On October 11, 2016, Berry Plastics Group re-filed the Notification and Report Form with the DOJ and the FTC. The new waiting period under the HSR Act will expire in 30 days. As on November 2, 2016, U.S. Federal Trade Commission notified early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is approved by shareholders of AEP Industries. Justin Friesen of Citigroup Inc. acted as financial advisor and Lou Spelios of Bryan Cave, LLP acted as the legal advisor for Berry Plastics. Patrick Ramsey, Gregory P. Kelly and Allison Rand of Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as the financial advisor, Sal Guerrera, Richard Grossman, Stuart Finkelstein and Neil Leff of Skadden, Arps, Slate, Meagher & Flom LLP and Michael S. Ben, Meredith Ervine, Gabrielle Sims, Michael S. Ben and David Ettinger of Honigman Miller Schwartz and Cohn LLP acted as the legal advisors for AEP Industries Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated will receive a fee of $11.5 million with respect to the transaction. John Marzulli and Edward Richard Mullen of Shearman & Sterling LLP advised Merrill Lynch, Pierce, Fenner & Smith Incorporated. The transaction is expected to be accretive to Berry’s adjusted net income and adjusted free cash flow by more than 10%, after expected synergies. On a pro forma basis, Berry’s four quarters ended June 2016 adjusted free cash flow would increase by approximately $85 million to $560 million. The transaction will be deleveraging to Berry’s balance sheet after synergies. As on December 12, 2016, the parties entered into an amendment agreement which, among other things, removed the requirement in the merger agreement that Berry make available and mail the form of election to AEP stockholders not less than thirty business days prior to the anticipated election deadline, and required instead that the forms of election be made available and mailed at least twenty business days prior to the anticipated election deadline, provided for the extension of the date after which, if the mergers have not been consummated, either Berry or AEP may terminate the merger Agreement from February 24, 2017 to March 31, 2017 if the proxy statement has not been mailed to AEP stockholders on or prior to January 20, 2017. AEP and Berry announce January 18, 2017 as election deadline. Berry Plastics Group, Inc. (NYSE:BERY) completed the acquisition of AEP Industries Inc. (NasdaqGS:AEPI) on January 20, 2017.