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.

On December 20, 2018, Greif, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) with the Securities and Exchange Commission (“SEC”), regarding its proposed acquisition of Caraustar Industries, Inc. (“Caraustar”). Item 1.01 of the Initial 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 “Original 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 are incorporated herein by reference.

On December 26, 2018, the Company filed a Current Report on Form 8-K/A (Amendment No. 1) to the Initial 8-K (the “Amended 8-K”) with the SEC. The Merger Agreement and the Original Commitment Letter were filed as exhibits to the Amended 8-K.

On January 14, 2019, the Company and a syndicate of financial institutions entered into an amended and restated commitment letter, dated January 14, 2019, which amended and restated the Original Commitment Letter in its entirety (the “A&R Commitment Letter”). The A&R Commitment Letter is on substantially the same terms as the Original Commitment Letter, other than that additional financial institutions are named therein as “Lead Commitment Parties,” “Commitment Parties” and “Co-Managers.”

The foregoing description of the A&R Commitment Letter and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in its entirety by, the full text of the A&R Commitment Letter attached to this Current Report on Form 8-K/A as Exhibit 10.1, which is incorporated herein by reference.

Section9 – Financial Statements and Exhibits

Item 1.01.

Financial Statements and Exhibits.

ExhibitNo.

Description

Amended and Restated Commitment Letter, dated January 14, 2019, by and among Greif, Inc., Wells Fargo, National Association, Wlls Fargo Securities LLC, JP Morgan Chase Bank, NA, Goldman Sachs Bank USA, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citizens Bank, N.A., Coöperative Rabobank U.A., New York Branch, ING Bank N.V., Dublin Branch, MUFG Bank, Ltd., The Toronto-Dominion Bank, New York Branch, and U.S. Bank National Association

GREIF INC Exhibit
EX-10.2 2 ex-101amendedarcommitmentl.htm EXHIBIT 10.2 Exhibit EXHIBIT 10.1EXECUTION VERSIONWELLS FARGO BANK,…
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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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