The transaction is subject to customary closing conditions, including, among other things, applicable approvals under certain regulatory and competition laws, including the expiration or termination of all applicable waiting and other time periods, any applicable waiting period under the HSR Act or any other applicable Competition Law relating to the transaction shall have expired or been terminated and Graphic Packaging International having assumed the assumed financing and other conditions. The combined businesses will continue to operate through Graphic Packaging International. International Paper cannot purchase Graphic Packaging Holding Company (NYSE:GPK) shares for a period of 5 years, subject to limited exceptions. Graphic Packaging will be the sole operator of the partnership, and there will be no change to Graphic Packaging's current Board of Directors or leadership team International Paper will have a 2-year lock-up on the monetization of their partnership interest. North America Consumer Packaging business reported annual revenue of $1.6 billion. Either of the parties can terminate the deal if the closing shall not have occurred on or before June 30, 2018, unless the failure of the closing to have occurred by the termination date shall be due to the failure of the party seeking to terminate the agreement. In connection with the transaction, the parties will enter into certain agreements. International Paper Company's North America Consumer Packaging business includes 3,900 Coated Paperboard and Foodservice employees located at 10 locations in the United States and United Kingdom. Prior to closing, International Paper Company shall cause the Augusta Taxable Bonds to be transferred, as an asset, as part of transferred business. The consideration is subject to post-closing adjustments. International Paper Company will also receive a 20.5% ownership interest valued at $1.14 billion in a subsidiary of Graphic Packaging International that will hold the assets for the combined business. Graphic Packaging will own 79.5% of the combined company and will be the sole manager. Graphic Packaging International will issue to International Paper Company 79.9 million common units, purchase from International Paper Group (Uk) Limited, all of the issued and outstanding capital stock of International Paper Foodservice Europe Limited for cash in the amount of $1.1 million. Graphic Packaging Holding Company will assume and pay the indebtedness incurred by the International Paper Company pursuant to the new term loan facility of $660 million committed with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas and BNP Paribas Securities Corp. entered into a transaction agreement to acquire North America Consumer Packaging business from International Paper Company (NYSE:IP) and International Paper Group (Uk) Limited for $1.8 billion on October 23, 2017. The combination meaningfully increases our exposure to the growing food-service market, provides significant runway to realize synergies and will drive strong financial results."Īn integrated paper-based packaging company, Graphic Packaging has strategic folding carton and food-service converting positions globally, with approximately $6 billion in projected revenue.įor more information, visit Packaging International, Inc. "We are very enthusiastic about the platform for future growth created by this combination and expect the transaction will significantly increase our mill production and converting scale. "We are excited to close this transformative transaction at the start of the new year, and the timing reflects the significant effort of both Graphic Packaging and International Paper employees," said Michael Doss, president and CEO of Graphic Packaging. There will also be no change to Graphic Packaging's current board of directors or leadership team. Graphic Packaging will own 79.5 percent of the combined company and will be the sole manager. The transferred business includes approximately 3,900 employees, two coated paperboard mills and three converting facilities in the United States along with one converting facility in the United Kingdom.Īs a result of the transaction, Graphic Packaging assumes $660 million of International Paper debt. International Paper recently announced that it has completed the transfer of its North American consumer packaging business to Graphic Packaging.
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