Item 7.01 | Regulation FD Disclosure |
On January 28, 2019, Greif issued a press release announcing the commencement of a private offering of $500 million aggregate principal amount of senior notes due 2027 (the “Notes”), subject to market and other 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. (“Paperboard”), the parent company of Caraustar Industries, Inc., by Greif. A copy of the press release is attached to this Current Report on Form8-K as Exhibit 99.1, which is incorporated herein by reference.
The Notes and the related guarantees will not be registered under the Securities Act of 1933, as amended (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 report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
In connection with the Notes offering, Greif is disclosing certain information regarding Greif, Paperboard and the combined company following the Caraustar Acquisition, including certain historical and pro forma financial information, to potential investors. Pursuant to Regulation FD, Greif is furnishing certain of this information as Exhibit 99.2 to this Current Report on Form8-K.
We currently expect the Caraustar Acquisition to close in the first quarter of calendar year 2019. The Caraustar Acquisition is, however, subject to customary closing conditions and we cannot guarantee that the Caraustar Acquisition will be completed during this period or at all. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is scheduled to expire, if not extended, at 11:59 p.m. Eastern Time on February 4, 2019.
If the Caraustar Acquisition is completed, following the closing, Greif will be required to prepare and file with the Securities and Exchange Commission (“SEC”) historical financial information of Paperboard, which will be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to public companies, as well as pro forma financial information giving effect to the Caraustar Acquisition on Greif’s financial results for those periods. The historical financial information for Paperboard included in those SEC filings may differ from the historical financial information for Paperboard and pro forma financial information furnished herewith due to the amortization of goodwill and the tax effects thereof, adjustments that may be required as a result of goodwill impairment testing, purchase price allocation adjustments and changes that may be required to present such statements in accordance with GAAP applicable to public companies, and such differences may be material.
The information in this Item 7.01 and the exhibit attached to this Current Report as Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.