01—Abstract
Summary
Summary of the 8-K filed July 3, 2025. Cited figures are marked; the original filing is the authoritative source.
On June 30, 2025, Packaging Corporation of America (PCA) entered into a definitive Purchase and Sale Agreement with Greif, Inc. and Greif Packing LLC, a wholly-owned subsidiary of Greif (the Seller), to acquire Greif's containerboard business for $1.8 billiona in cash.
The filing describes customary representations, warranties, and covenants, with the parties anticipating closing in the third quarter of 2025 or sooner, subject to customary conditions including expiration or early termination of the Hart-Scott-Rodino waiting period. The agreement includes termination rights for both parties, including if closing has not occurred by June 30, 2026 (the Outside Date), which is subject to two ninety-day extensions in certain circumstances. PCA would owe a termination fee to the Seller in certain circumstances involving failure to receive antitrust approval.
The agreement also contains indemnification provisions and contemplates a transition services agreement and other post-closing covenants to facilitate transfer and integration of the acquired business. The full agreement is filed as Exhibit 10.1 to the Form 8-K, and the summary in the filing is qualified in its entirety by that document. The filing does not describe the financing arrangements for the acquisition beyond referencing covenants relating to PCA's financing arrangements.
02—Key points
Key Highlights
- PCA agreed to acquire Greif's containerboard business for $1.8 billion in cash under a Purchase and Sale Agreement dated June 30, 2025.
- The parties anticipate closing in the third quarter of 2025 or sooner, subject to customary conditions.
- Closing is conditioned on expiration or early termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period.
- The Outside Date is June 30, 2026, extendable by two ninety-day periods in certain circumstances.
- PCA would pay Greif a termination fee in certain circumstances involving failure to obtain antitrust approval.
- The agreement includes indemnification provisions and contemplates a transition services agreement.
- The full Purchase Agreement is filed as Exhibit 10.1 to the Form 8-K.
03—Questions
Frequently Asked Questions
What is the transaction being announced?
PCA agreed to acquire the containerboard business of Greif, Inc. for $1.8 billion in cash, with the Seller being Greif Packing LLC, a wholly-owned subsidiary of Greif.
When is the deal expected to close?
The parties anticipate closing in the third quarter of 2025 or sooner, subject to customary conditions, including expiration or early termination of the Hart-Scott-Rodino waiting period.
What happens if the deal does not close on time?
Either PCA or the Seller may terminate the agreement if closing has not occurred by June 30, 2026, the Outside Date, which is subject to two ninety-day extensions in certain circumstances.
Is there a termination fee?
Yes. PCA must pay the Seller a termination fee in certain circumstances involving the failure of the transaction to receive antitrust approval. The filing does not state the amount of the fee.
Where can investors find the full terms?
The complete Purchase and Sale Agreement is filed as Exhibit 10.1 to the Current Report on Form 8-K, and the filing's summary is qualified in its entirety by that document.
04—Continue