Item 1.01 Entry into a Material Definitive Agreement.
The following material definitive agreement has been entered into byGreif Packaging LLC , aDelaware limited liability company ("Buyer"), a subsidiary ofGreif, Inc. (the "Company"). Membership Interest Purchase Agreement (the "Purchase Agreement"), dated as ofNovember 8, 2022 , by and among Buyer,LCC Topco, Inc. , aGeorgia corporation ("LCC Topco"),LI Topco, LLC , aGeorgia limited liability company ("LI Topco"),LCIH Topco, Inc. , anIowa 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 , aGeorgia limited liability company ("LCC"); (ii)Lee Investments, LLC , aGeorgia limited liability company ("LI"); and (iii)Lee Container Iowa Holdings, LLC , anIowa 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.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Membership Interest Purchase Agreement amongLCC TopCo, Inc. , LI TopCo, LLC,LCIH TopCo, Inc. andGreif Packaging LLC dated as ofNovember 8, 2022 .* 99.1 Press release issued byGreif, Inc. onNovember 9, 2022 regarding the Acquisition. 99.2 Press release issued byGreif, Inc. onNovember 9, 2022 regarding affirmation of guidance and participation at theBaird Industrial Conference .
*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the
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Cautions Concerning Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
Company's plans to acquire Lee Container 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 acquisition
of Lee Container 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 acquisition of Lee Container; the satisfaction of certain conditions to
the completion of the acquisition of Lee Container; if the acquisition of Lee
Container is completed, the ability to retain the acquired businesses' customers
and employees, the ability to successfully integrate the acquired businesses
into the Company's operations, and the ability to achieve the expected synergies
as well as accretion in margins, earnings or cash flow; competitive pressures in
the Company'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
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