Ralcorp Holdings, Inc. 800 Market Street, Suite 2900 St. Louis, Missouri 63101 Re: RMT Transaction Agreement by and between Kraft Foods Inc., Cable Holdco, Inc., Ralcorp Holdings, Inc., and Ralcorp Mailman LLC. To the Board of Directors: We have acted...RMT Transaction Agreement • June 11th, 2008 • Cable Holdco, Inc. • Food and kindred products
In rendering our opinion, we have assumed, with your permission, that (i) the Merger and Upstream Merger will be effected in accordance with the RMT Agreement, (ii) the information set forth in the Registration Statement, the Proxy, the Ruling Request, the Ruling and the statements concerning the Merger and Upstream Merger set forth in the RMT Agreement are true, complete and correct and will remain true, complete and correct at all times up to and including the Short Form Merger Effective Time, and (iii) the representations to be made by the parties in their respective Tax Representation Letters will be true, complete and correct at all times up to and including the Splitco Merger Effective Time or Short Form Merger Effective Time, as specified therein. We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the RMT Agreement and the Tax Allocation Agreement.
RMT TRANSACTION AGREEMENT between KRAFT FOODS INC., CABLE HOLDCO, INC., RALCORP HOLDINGS, INC., AND RALCORP MAILMAN LLCRMT Transaction Agreement • November 20th, 2007 • Kraft Foods Inc • Food and kindred products • Delaware
This RMT TRANSACTION AGREEMENT (this “Agreement”), dated as of November 15, 2007, is by and between Kraft Foods Inc., a Virginia corporation (“Parent”), Cable Holdco, Inc., a Delaware corporation (“Splitco”), Ralcorp Holdings, Inc., a Missouri corporation (“RMT Partner”) and Ralcorp Mailman LLC, a Delaware limited liability company (“Merger Sub”).
RMT TRANSACTION AGREEMENT among BERRY GLOBAL GROUP, INC., TREASURE HOLDCO, INC., GLATFELTER CORPORATION, TREASURE MERGER SUB I, INC. and TREASURE MERGER SUB II, LLC Dated as of February 6, 2024RMT Transaction Agreement • February 12th, 2024 • Berry Global Group, Inc. • Plastics products, nec • Delaware
This RMT TRANSACTION AGREEMENT (this “Agreement”), dated as of February 6, 2024, is entered into by and among BERRY GLOBAL GROUP, INC., a Delaware corporation (“Remainco”), TREASURE HOLDCO, INC., a Delaware corporation and a wholly owned indirect Subsidiary of Remainco (“Spinco”), GLATFELTER CORPORATION, a Pennsylvania corporation (“RMT Partner”), Treasure Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of RMT Partner (“First Merger Sub”), and Treasure Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of RMT Partner (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and, together with Remainco, Spinco and RMT Partner, the “Parties” and each, a “Party”).
