International Paper and Graphic Packaging Create Leading Consumer Packaging Platform
25 October 2017
International Paper has signed a definitive agreement to contribute its North America Consumer Packaging business to Graphic Packaging in a transaction valued at $1.8 billion. IP plans to use $660 million in cash proceeds from a loan being assumed by Graphic Packaging to pay down existing debt. IP will also receive a 20.5% ownership interest valued at $1.14 billion in a subsidiary of Graphic Packaging that will hold the assets for the combined business. The transaction is expected to close in early 2018, subject to the receipt of regulatory approval and certain other closing conditions.
"After evaluating a range of strategic options, we believe this transaction represents excellent value for IP's shareholders," said International Paper Chairman and CEO Mark Sutton. "Investing in Graphic Packaging gives IP the opportunity to benefit from a much stronger value-creation consumer packaging platform, while allowing us to remain focused on growing value in our core businesses. Our North America Consumer Packaging business has a talented team, very good assets and great customers, and I am confident of the results the combined business will achieve."
International Paper will discuss this transaction during its scheduled quarterly earnings call on October 25, 2017 beginning at 10 a.m. ET (9 a.m. CT).
Citigroup served as financial advisor to International Paper and Evercore Partners rendered a fairness opinion. Debevoise & Plimpton LLP served as International Paper's legal counsel.
International Paper's North America Consumer Packaging business is a leading producer and converter of solid bleached board used in a variety of fiber-based foodservice products such as hot and cold cups, cartons, paper plates, food containers and liquid packaging. The transaction includes 3,900 Coated Paperboard and Foodservice employees located at 10 locations in the United States and United Kingdom.
Based on a projected 2017 adjusted EBITDA of $210 million for IP's North America Consumer Packaging business. Projected 2017 net earnings for the business, the most directly comparable measure calculated in accordance with U.S. generally accepted accounting principles ("GAAP"), are $35 million. For a discussion of adjusted EBITDA, see our website under Performance / Investors. No reconciliation of this 2017 projection to the comparable measure under GAAP is included in this release, as we are unable to quantify the line items for such reconciliation without unreasonable effort and we believe such reconciliation would imply a degree of precision that would be misleading.