DELAWARE, Ohio, Jan. 30,
2019 /PRNewswire/ -- Greif, Inc. (NYSE: GEF, GEF.B)
("Greif") today announced the pricing of the previously announced
private offering of $500 million
aggregate principal amount of 6.50% senior notes due 2027 (the
"Notes"). The Notes offering is expected to close on or about
February 11, 2019, subject to
customary closing conditions. The offering of the Notes is
part of the financing of the merger consideration for the
previously announced acquisition (the "Caraustar Acquisition") of
Paperboard Parent, Inc., the parent company of Caraustar
Industries, Inc. (collectively, "Caraustar").
Greif intends to use the net proceeds from the offering of the
Notes, together with borrowings under new senior secured credit
facilities that it expects to enter into on the date the Caraustar
Acquisition closes, to fund the merger consideration of the
Caraustar Acquisition, redeem the $250.0
million aggregate principal amount of its 7.75% senior
unsecured notes due August 1, 2019,
repay outstanding borrowings under its existing senior secured
credit facilities and pay related fees and expenses.
The Caraustar Acquisition has not been completed as of the date
of this press release and is subject to customary closing
conditions. The closing of the Notes offering is not conditioned
upon the completion of the Caraustar Acquisition, but Greif will be
required to redeem the Notes if the Caraustar Acquisition is not
completed.
The Notes will be offered in the
United States to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and to persons outside the United States pursuant to Regulation S
under the Securities Act. The Notes and the related guarantees will
not be registered under the Securities Act, or the securities laws
of any state or other jurisdiction, and, unless so registered, may
not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
This press release is for informational purposes only and is
neither an offer to buy or sell nor a solicitation of an offer to
buy or sell the securities described herein. There shall not be any
sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
About Greif
Greif is a global leader in industrial packaging products and
services and is pursuing its vision: in industrial packaging, be
the best performing customer service company in the world. The
company produces steel, plastic and fibre drums, intermediate bulk
containers, reconditioned containers, flexible products,
containerboard and packaging accessories and provides filling,
packaging and other services for a wide range of industries. Greif
also manages timber properties in the southeastern United States. The company is strategically
positioned in over 40 countries to serve global as well as regional
customers.
Cautions Concerning Forward-Looking Statements
This communication may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
with respect to Greif's financing plans and the Caraustar
Acquisition and other statements about future expectations,
prospects, estimates and other matters that are dependent upon
future events or developments. These forward-looking statements may
be identified by words such as "expect," "anticipate," "intend,"
"plan," "believe," "will," "should," "could," "would," "project,"
"continue," "likely," and similar expressions, and include
statements reflecting future results, trends or guidance, and
statements of outlook. All forward-looking statements are based on
assumptions, expectations and other information currently available
to management. All forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to
differ materially from those forecasted, projected or anticipated,
whether expressed or implied. These risks and uncertainties
include: the ability to successfully complete the Caraustar
Acquisition on a timely basis, including receipt of required
regulatory approvals; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive agreement; the outcome of any legal proceedings that may
be instituted against the parties and others related to the
Caraustar Acquisition; the satisfaction of certain conditions to
the completion of the Caraustar Acquisition; the conditions of the
credit markets and Greif's ability to issue debt to fund the
Caraustar Acquisition on acceptable terms; the impact of
indebtedness incurred by Greif in connection with the transaction
and the potential impact on the rating of indebtedness of Greif; if
the Caraustar Acquisition is completed, the ability to retain the
acquired businesses' customers and employees, the ability to
successfully integrate the acquired businesses into Greif's
operations, and the ability to achieve the expected synergies as
well as accretion in margins, earnings or cash flow; competitive
pressures in Greif's various lines of business; the risk of
non-renewal or a default under one or more key customer or supplier
arrangements or changes to the terms of or level of purchases under
those arrangements; uncertainties with respect to U.S. tax or trade
laws; the effects of any investigation or action by any regulatory
authority; and changes in foreign currency rates and the cost of
commodities. Greif is subject to additional risks and uncertainties
described in its Form 10-K, Form 10-Q and Form 8-K reports and
exhibits to those reports. This communication reflects management's
views as of January 30, 2019. Except
to the extent required by applicable law, Greif undertakes no
obligation to update or revise any forward-looking statement.
For more information, please refer to the contacts below:
Investors: Matt Eichmann, Vice
President, Investor Relations & Corporate Communications,
740-549-6067
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SOURCE Greif, Inc.