Item 1.01 Entry into a Material Definitive Agreement.
The following material definitive agreement has been entered into by Greif Packaging LLC, a Delaware limited liability company (“Buyer”), a subsidiary of Greif, Inc. (the “Company”).
Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of November 8, 2022, by and among Buyer, LCC Topco, Inc., a Georgia corporation (“LCC Topco”), LI Topco, LLC, a Georgia limited liability company (“LI Topco”), LCIH Topco, Inc., an Iowa corporation (“LCIH Topco” and each of LCIH Topco, LCC Topco and LI Topco, a “Seller” and collectively, the “Sellers”). Under the Purchase Agreement, the Sellers are selling to Buyer, and Buyer is purchasing from Sellers, all of the issued and outstanding limited liability company membership interests of (i) Lee Container Corporation, LLC, a Georgia limited liability company (“LCC”); (ii) Lee Investments, LLC, a Georgia limited liability company (“LI”); and (iii) Lee Container Iowa Holdings, LLC, an Iowa limited liability company (“LCIH”, and collectively with LCC and LI, “Lee Container”), all as more particularly described in the Purchase Agreement (collectively, the “Acquisition”).
The purchase price for the Acquisition is $300 million, subject to certain adjustments. The purchase price will be paid in cash by Buyer with proceeds from the Company’s existing credit facilities. The Purchase Agreement provides that closing of the Acquisition is subject to the satisfaction or waiver of certain conditions, including, among other matters, the receipt of certain landlord consents to extend lease terms and provide renewal rights and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
The Purchase Agreement may be terminated, and the Acquisition may be abandoned at any time prior to the closing, as follows: (i) by mutual written agreement of Buyer and Sellers; and (ii) by either Buyer or Sellers if the conditions set forth in the Purchase Agreement have not been, or it if it becomes apparent that any of such conditions will not be, fulfilled on or before the date that is 60 days after the date of the Purchase Agreement (the “Outside Date”) (subject to an option of either party to extend the Outside Date to 180 days after the date of the Agreement if the only condition not satisfied is the expiration or early termination of the waiting period under the HSR Act).
Investors should not rely on the representations, warranties and covenants in the Purchase Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of any of the companies being acquired in the Acquisition. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the public disclosures of the Company.
The description of the Purchase Agreement and the transaction contemplated thereby contained in this Item 1.01 is not complete and is subject to, and is qualified in its entirety by, the full text of the Purchase Agreement attached to this Form 8-K as Exhibit 2.1, which is incorporated herein by reference.