Business Context and Reporting Period
This Form 8-K Current Report was filed by GREIF, INC. on July 1, 2025, reporting events occurring on June 30, 2025. The filing discloses the entry into a material definitive agreement regarding the divestiture of specific business units.
Key Financial Metrics and Transaction Details
- Transaction Type: Sale of equity interests in Greif Containerboard Solutions, LLC ("GCS") and Box-Board Holding Corporation ("BBH").
- Purchaser: Packaging Corporation of America, Inc.
- Purchase Price: $1.8 billion, subject to certain adjustments.
- Assets Involved: The Company's containerboard business, including containerboard mills, sheet feeder facilities, and related equipment.
- Financial Impact: The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period or the divested assets.
Material Changes and Transaction Conditions
The Company has entered a definitive agreement to sell its containerboard operations. The transaction is subject to the following material conditions:
- Expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
- Satisfaction or waiver of other customary closing conditions.
- Termination Rights: The agreement may be terminated by mutual agreement, if closing does not occur by June 30, 2026 (subject to two potential 90-day extensions), or if a governmental order prohibits the transaction.
Outlook, Risks, and Management Commentary
Management has announced the divestiture via a press release (Exhibit 99.1). The filing includes standard risk disclosures noting that:
- Investors should not rely on representations in the agreement as characterizations of the actual state of facts.
- Information regarding the transaction may change prior to closing.
- The transaction is not guaranteed to close and may be abandoned under specific breach or regulatory scenarios.
Key Facts for Investor Verification
- Verify the final purchase price after customary adjustments to the $1.8 billion headline figure.
- Monitor the status of the Hart-Scott-Rodino (HSR) antitrust review period.
- Confirm the specific financial contribution of the containerboard business to Greif's historical revenue and EBITDA to assess the impact of the divestiture.
- Review the full text of the Sale and Purchase Agreement (Exhibit 10.1) for detailed covenants and adjustment mechanisms.