[Letterhead of Wachtell, Lipton, Rosen & Katz]
May 7, 2011
Via EDGAR and Federal Express
Pamela A. Long
Assistant Director
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Berry Plastics Group, Inc. |
Registration Statement on Form S-1
Filed March 23, 2012
File No. 333-180294
Dear Ms. Long:
We refer to Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”) of our client, Berry Plastics Group, Inc. (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on May 4, 2012. In response to Comment 5 in your letter dated April 18, 2012 and in connection with your review of Amendment No. 1, we are providing the enclosed copies of the third-party source material cited on page 32 of Amendment No. 1, attached as Annex A, and the artwork we intend to use, attached as Annex B, (the “Supplemental Information”) to the Staff of the Commission (the “Staff”) on behalf of the Company on a supplemental basis.
Rule 418 and Rule 12b-4 Request
Pursuant to Rule 418 promulgated under the Securities Act of 1933, as amended, and Rule 12b-4 promulgated under the Securities Exchange Act of 1934, as amended, the Supplemental Information is being provided to the Staff on a supplemental basis only and is not to be filed with or deemed part of Amendment No. 1 or any amendment thereto.
Pursuant to Rule 418(b) and Rule 12b-4, we hereby request on behalf of the Company that the Supplemental Information be returned to the undersigned promptly following completion of the Staff’s review of the Supplemental Information. Please call the undersigned when you have completed your review and we will arrange to have the Supplemental Information picked up from you. We respectfully reserve the right to have the Supplemental Information returned to us at an earlier date.
Ms. Pamela A. Long
U.S. Securities and Exchange Commission
May 7, 2012
Page 2
If you have any questions concerning the Supplemental Information, please do not hesitate to contact the undersigned at (212) 403-1269 or my colleague, Sebastian L. Fain, at (212) 403-1135.
| Sincerely yours, |
| /s/ Andrew J. Nussbaum |
| Andrew J. Nussbaum |
| cc: | Edward M. Kelly (U.S. Securities and Exchange Commission) |
Craig E. Slivka (U.S. Securities and Exchange Commission)
Tracey Houser Smith (U.S. Securities and Exchange Commission)
Alfred P. Pavot, Jr. (U.S. Securities and Exchange Commission)
John A. Tripodoro (Cahill Gordon & Reindel LLP)
William J. Miller (Cahill Gordon & Reindel LLP)
Annex B
