Appleton Papers in Secured Notes Offering

February 8, 2010

Cleary Gottlieb represented the initial purchasers for which Broadpoint.Gleacher and Goldman, Sachs & Co. acted as joint book-running managers in a successful offering by Appleton Papers of $305,000,000 of 10.50% senior secured notes due 2015. The notes are secured by a first-priority security interest, shared with the lenders under a new revolving credit facility, in substantially all of the assets of Appleton and guarantor affiliates of Appleton. Proceeds from the offering and borrowings under the new revolving credit facility were used to repay in full Appleton’s existing credit facilities. The offering closed on February 8.

Appleton is a leading manufacturer and seller of carbonless, thermal, security and performance packaging products, and is considered to be the world’s largest producer of carbonless paper and the largest manufacturer of direct thermal papers in North America. Headquartered in Appleton, Wisconsin, and with manufacturing operations in four states employing approximately 2,200 people, Appleton has been 100 percent employee-owned since a 2001 employee buyout funded with employees’ retirement funds in what was one of the largest-ever employee buyouts. Cleary Gottlieb also represented Broadpoint.Gleacher as dealer manager in Appleton’s 2009 exchange offer, in which Appleton issued 10.25% second lien notes due 2015, secured by a second-priority security interest in the assets of Appleton and guarantors.