Greif, Inc., a global leader in industrial packaging products and services, announced that it has entered into a definitive agreement to acquire Caraustar Industries, Inc., a leading recycled paperboard and packaging solutions company, from an affiliate of H.I.G. Capital, in a cash transaction valued at $1.8 billion. The transaction is expected to close during the first quarter of calendar year 2019, subject to customary closing conditions, including regulatory clearances. 

Caraustar is a market leader in the production of uncoated recycled paperboard (URB) and coated recycled paperboard (CRB), with a variety of applications that include tubes and cores and a diverse mix of specialty products. Based in Austell, Georgia, Caraustar's footprint includes over 80 operating facilities throughout the United States. For the last twelve months ended September 30, 2018 Caraustar generated sales of $1.4 billion and EBITDA of $174 million. Based on trailing twelve month actual volume, adjusted for current market conditions as of September 30, 2018, the run-rate EBITDA is $220 million.

"Caraustar offers an exceptional strategic and cultural fit for Greif," said Greif's President and Chief Executive Officer, Pete Watson. "Its complementary paper packaging and recycled fiber operations will drive significant free cash flow growth, improve balance and profitability within the Greif portfolio and increase Greif's exposure to U.S. industrial and consumer end markets. Most importantly, Greif and Caraustar share the same dedication to providing industry-leading service to all customers. I am excited to welcome our new colleagues to the Greif family and look forward to working closely with them."

"We are excited about today's announcement and what it means for Caraustar's customers and employees," added Caraustar President and Chief Executive Officer, Mike Patton. "Greif is a well-known market leader with a strong manufacturing base. Our customers will benefit from Greif's customer service focus and broad product offering and our employees will join a culture with a strong legacy for service and quality."

Strategic benefits from the acquisition
The transaction significantly enhances Greif's scale and scope in the industrial packaging market, creating significant competitive advantages and long-term operating leverage. In addition, the transaction:

• Is immediately accretive to earnings and financial profile. The addition of Caraustar will be immediately accretive to Greif's margins, earnings per share and free cash flow per share before synergies. Strong pro-forma free cash flow is expected to drive rapid deleveraging, setting the stage for meaningful equity accretion and enhancing Greif's strategic flexibility for capital deployment going forward.

• Strengthens and balances Greif's portfolio. The addition of Caraustar is expected to increase Greif's U.S. sales to roughly two thirds of total consolidated sales from approximately half for fiscal 2018. In addition, the percentage of Greif's sales from paper packaging will expand to approximately half of total consolidated revenues compared to 23 percent for fiscal 2018.

• Provides significant value creation through substantial cost synergies and performance improvements. The transaction is expected to generate annual run-rate cost synergies of at least $45 million within 36 months of closing through an identified combination of back office savings; transportation optimization; recycled fiber savings; operational improvements; and other procurement-related activities.

• Increases the scale and breadth of Greif's paper packaging product offering. Caraustar is a market leader in uncoated recycled paperboard (URB) and coated recycled paperboard (CRB) with an attractive mix of industrial and consumer customers. Additionally, Caraustar sells a variety of specialty paper products that will complement Greif's Paper Packaging & Services specialty portfolio.

• Offers strong cultural fit and alignment. Caraustar operates a business with close operational adjacency to Greif's current mill operations and possesses an aligned operational philosophy and close cultural overlap.

Transaction financing
Wells Fargo Bank, National Association, Goldman Sachs Bank USA and JP Morgan Chase Bank, N.A., have provided financing commitments for this transaction, providing additional term loans and bridge financing to a planned issuance of senior unsecured notes, subject to customary terms and conditions. Greif's expected leverage ratio at the closing of the transaction will be approximately 3.5x and the company expects to return to within its targeted leverage ratio range of 2.00x to 2.50x within 36 to 48 months.

Advisors
Goldman Sachs & Co. LLC acted as exclusive financial advisor to Greif for the transaction. Allen and Overy LLP, Vorys, Sater, Seymour and Pease LLP and Ice Miller LLP acted as legal advisors to Greif. Rothschild & Co and Credit Suisse acted as financial advisor to Caraustar for the transaction. Ropes & Gray LLC acted as legal advisor to Caraustar.