ATLANTA and SPOKANE,
Wash., Feb. 20, 2024 /PRNewswire/ -- Graphic
Packaging Holding Company (NYSE:GPK) ("Graphic Packaging"), and
Clearwater Paper Corporation (NYSE: CLW) ("Clearwater Paper"),
today announced that Graphic Packaging has signed a definitive
agreement to sell its Augusta,
Georgia bleached paperboard manufacturing facility to
Clearwater Paper. The transaction value is approximately
$700 million, based on Adjusted
EBITDA of approximately $100
million.
"Augusta is an outstanding
asset with a great team, which we concluded is a more compelling
fit with Clearwater Paper's strategic growth plans than our own.
Bleached paperboard plays a major role in sustainable consumer
packaging, and we will continue to service growing foodservice and
packaging demand with bleached paperboard from our Texarkana
facility," said Michael Doss,
President and Chief Executive Officer of Graphic Packaging.
Clearwater Paper Chief Executive Officer Arsen Kitch added, "Augusta is a great fit with our strategy and
improves our position as a premier, independent paperboard supplier
to North American converters. I look forward to welcoming the
Augusta team to Clearwater Paper
as we work together to build a more scaled paperboard business to
service our customers."
The transaction is subject to regulatory approvals and is
currently expected to close in the second quarter of 2024. TD
Securities is serving as Clearwater Paper's financial advisor and
Pillsbury, Winthrop, Shaw, Pittman
LLP is lead transaction counsel for Clearwater and Stoel, Rives LLP is providing
environmental counsel. The financial advisor for Graphic Packaging
is BofA Securities and Alston & Bird LLP is lead transaction
counsel.
About Graphic Packaging Holding Company
Graphic
Packaging Holding Company (NYSE: GPK), headquartered in
Atlanta, Georgia, designs and
produces consumer packaging that makes a world of difference. An
industry leader in innovation, the Company is committed to reducing
the environmental footprint of consumer packaging. Graphic
Packaging operates a global network of design and manufacturing
facilities serving the world's most widely recognized brands in
food, beverage, foodservice, household, and other consumer
products. Learn more at www.graphicpkg.com.
About Clearwater Paper Corporation
Clearwater Paper is
a premier supplier of private brand tissue products and bleached
paperboard. The company's tissue serves private brand market retail
customers including grocery, club, mass merchants, and discount
stores. The company's paperboard operations serve quality-conscious
printers and packaging converters, with services that include
custom sheeting, slitting, and cutting. Clearwater Paper's
employees build shareholder value by developing strong
relationships through quality and service. For additional
information on Clearwater Paper, please visit our website
at www.clearwaterpaper.com.
Forward-Looking Statements
This communication contains "forward-looking" statements as that
term is defined in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of
1934, as amended by the Private Securities Litigation Reform Act of
1995, including statements regarding the proposed transaction
between Clearwater and Graphic
Packaging. All statements, other than historical facts, including
statements regarding the expected timing and structure of the
proposed transaction; the ability of the parties to complete the
proposed transaction considering the various closing conditions;
and any assumptions underlying any of the foregoing, are
forward-looking statements. Forward-looking statements concern
future circumstances and results and other statements that are not
historical facts and are sometimes identified by the words "may,"
"will," "should," "potential," "intend," "expect,", "endeavor,"
"seek," "anticipate," "estimate," "overestimate," "underestimate,"
"believe," "could," "project," "predict," "continue," "target" or
other similar words or expressions. Forward-looking statements are
based upon current plans, estimates and expectations that are
subject to risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by such forward-looking
statements. The inclusion of such statements should not be regarded
as a representation that such plans, estimates or expectations will
be achieved. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include, among others, (1) that one or more closing conditions
to the transaction, including certain regulatory approvals, may not
be satisfied or waived, on a timely basis or otherwise;
(2) the risk that the proposed transaction may not be
completed in the time frame expected by the parties, or at all;
(3) unexpected costs, charges or expenses resulting from the
proposed transaction; (4) the risk that stockholder litigation
in connection with the proposed transaction or other settlements or
investigations may affect the timing or occurrence of the
contemplated transaction or result in significant costs of defense,
indemnification and liability; and (5) other risk factors as
detailed from time to time in the Clearwater's and Graphic Packaging's reports
filed with the SEC, including their Annual Reports on Form 10-K,
periodic quarterly reports on Form 10-Q, periodic current reports
on Form 8-K and other documents filed with the SEC. The foregoing
list of important factors is not exclusive. Undue reliance should
not be placed on such forward-looking statements, as such
statements speak only as of the date on which they are made and
neither Clearwater nor Graphic
Packaging undertake any obligation to update such statements,
except as may be required by law.
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SOURCE Graphic Packaging Holding Company