GREIF, INC. (NYSE:GEF) Files An 8-K Entry into a Material Definitive Agreement

GREIF, INC. (NYSE:GEF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement.

Greif, Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) on December 20, 2018 (the “Prior 8-K”), regarding its proposed acquisition of Caraustar Industries, Inc. (“Caraustar”). Item 1.01 of the Prior 8-K contained descriptions of material definitive agreements entered into by the Company with respect to the proposed acquisition, namely: (a) a definitive Agreement and Plan of Merger, dated December 20, 2018 (the “Merger Agreement”), among two of the Company’s subsidiaries, the parent of Caraustar, and a representative of the sellers; and (b) a Commitment Letter, dated December 20, 2018 (the “Commitment Letter”), among the Company and a syndicate of financial institutions.

The descriptions of the Merger Agreement and the Commitment Letter and the transactions contemplated thereby contained in Item 1.01 of the Prior 8-K do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement attached to this Current Report on Form 8-K/A as Exhibit 2.2 and the Commitment Letter attached to this Current Report on Form 8-K/A as Exhibit 10.1, both of which are incorporated herein by reference.

Section7 – Regulation FD

Item 1.01.Regulation FD Disclosure.

The Prior 8-K reported that, on December 20, 2018, management of the Company held a conference call with interested investors and financial analysts (the “Conference Call”) to discuss the Company’s proposed acquisition of Caraustar. The file transcript of the Conference Call is attached as Exhibit 99.1 to this Current Report on Form 8-K/A.

Section9 – Financial Statements and Exhibits

Item 1.01.

Financial Statements and Exhibits.

ExhibitNo.

Description

Agreement and Plan of Merger, dated December 20, 2018, by and among Paperboard Parent Inc., Greif Packaging LLC, Greif USA II LLC and Peach Representative LLC*

Commitment Letter, dated December 20, 2018, by and among Greif, Inc., Wells Fargo, National Association, Wells Fargo Securities LLC, JPMorgan Chase Bank, NA, and Goldman Sachs Bank USA

File transcript of conference call held by management of Greif, Inc. on December 20, 2018 regarding the proposed acquisition of Caraustar Industries, Inc.

*Schedules have been omitted to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request; provide, however, the that parties may request confidential treatment to Rule 24b-2 of the Exchange Act for any document so furnished.

GREIF INC Exhibit
EX-2.2 2 gefexhibit22.htm EXHIBIT 2.2 Exhibit Exhibit 2.2Execution Version                                                    AGREEMENT AND PLAN OF MERGERAMONGPAPERBOARD PARENT,…
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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.

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