On February 11, 2019, Greif, Inc. (the “Company”) completed its previously announced acquisition (the Caraustar Acquisition) of Caraustar Industries, Inc. (Caraustar). The Caraustar Acquisition was completed in accordance with the terms of an Agreement and Plan of Merger, dated December 20, 2018 (the Merger Agreement), between two of the Companys subsidiaries and the parent of Caraustar, Paperboard Parent, Inc. (“Paperboard Parent” and, together with its subsidiaries, “Paperboard”). Under the terms of the Merger Agreement, a subsidiary of the Company was merged into Paperboard Parent, with Paperboard Parent surviving the merger as the surviving corporation.

On February 13, 2019, the Company filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission (the “SEC”) to report the completion of the Caraustar Acquisition and other related matters. The purpose of this filing is to amend the Original Report to provide certain financial statements and certain pro forma financial information in connection with the Caraustar Acquisition as required by Items 9.01(a) and 9.01(b) of Form 8-K. Except for the foregoing, this filing does not modify or update any other disclosure contained in the Original Report.

Section 9 – Financial Statement and Exhibits

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The audited consolidated financial statements of Paperboard as of and for the years ended December 31, 2018 and 2017, are filed herewith as Exhibit 99.1 and incorporated herein by reference.

The Company requested and was granted a waiver from the SEC that permits the Company to omit the financial statements of Paperboard for its fiscal year ended December 31, 2016, which were otherwise required by Rule 3-05 of Regulation S-X.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial statements of the Company, giving effect to the Caraustar Acquisition and related financing transactions, as of and for the year ended October 31, 2018, are filed herewith as Exhibit 99.2 and are incorporated herein by reference.

(c) Exhibits

GREIF INC Exhibit
EX-23.1 2 exhibit231.htm EXHIBIT 23.1 Exhibit Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in Registration Statement Nos. 333-26767,…
To view the full exhibit click here

About GREIF, INC. (NYSE:GEF)

Greif, Inc. is a producer of industrial packaging products and services. The Company operates through four business segments: Rigid Industrial Packaging & Services; Paper Packaging; Flexible Products & Services, and Land Management. In the Rigid Industrial Packaging & Services segment, the Company produces rigid industrial packaging products, including steel, fire and plastic drums, rigid intermediate bulk containers and closure systems, and offers services, such as container life cycle management, blending, filling, logistics, warehousing and other packaging services. In the Paper Packaging segment, the Company sells containerboard, corrugated sheets, corrugated containers and other corrugated products. In the Flexible Products & Services segment, the Company produces flexible intermediate bulk containers and offers related services. In the Land Management segment, the Company is focused on the harvesting and regeneration of the United States timber properties.