Graphic Packaging International, Inc. entered into a transaction agreement to acquire North America Consumer Packaging business from International Paper Company (NYSE:IP) and International Paper Group (Uk) Limited for $1.8 billion on October 23, 2017. Graphic Packaging Holding Company will assume and pay the indebtedness incurred by the International Paper Company pursuant to the new term loan facility of $660 million committed with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas and BNP Paribas Securities Corp. Graphic Packaging International will issue to International Paper Company 79.9 million common units, purchase from International Paper Group (Uk) Limited, all of the issued and outstanding capital stock of International Paper Foodservice Europe Limited for cash in the amount of $1.1 million. Graphic Packaging will own 79.5% of the combined company and will be the sole manager. International Paper Company will also receive a 20.5% ownership interest valued at $1.14 billion in a subsidiary of Graphic Packaging International that will hold the assets for the combined business. The consideration is subject to post-closing adjustments. Prior to closing, International Paper Company shall cause the Augusta Taxable Bonds to be transferred, as an asset, as part of transferred business. International Paper Company’s North America Consumer Packaging business includes 3,900 Coated Paperboard and Foodservice employees located at 10 locations in the United States and United Kingdom. In connection with the transaction, the parties will enter into certain agreements. Either of the parties can terminate the deal if the closing shall not have occurred on or before June 30, 2018, unless the failure of the closing to have occurred by the termination date shall be due to the failure of the party seeking to terminate the agreement. North America Consumer Packaging business reported annual revenue of $1.6 billion. Graphic Packaging will be the sole operator of the partnership, and there will be no change to Graphic Packaging’s current Board of Directors or leadership team International Paper will have a 2-year lock-up on the monetization of their partnership interest. International Paper cannot purchase Graphic Packaging Holding Company (NYSE:GPK) shares for a period of 5 years, subject to limited exceptions. The combined businesses will continue to operate through Graphic Packaging International. The transaction is subject to customary closing conditions, including, among other things, applicable approvals under certain regulatory and competition laws, including the expiration or termination of all applicable waiting and other time periods, any applicable waiting period under the HSR Act or any other applicable Competition Law relating to the transaction shall have expired or been terminated and Graphic Packaging International having assumed the assumed financing and other conditions. The Board of Directors of Graphic Packaging Holding Company (NYSE:GPK), parent of Graphic Packaging International, has unanimously approved the agreement. The Board of Directors of International Paper Company has approved the agreement. As on November 22, 2017, the transaction was granted early termination notice by Federal Trade Commission. The transaction is expected to close in the first quarter of 2018. The transaction is projected to be accretive to earnings in year one. Citigroup Inc. (NYSE:C) acted as financial advisor to International Paper Company, Evercore Partners LLC acted as fairness opinion provider to International Paper Company and Michael A. Diz, Jeffrey J. Rosen, Lawrence K. Cagney, Jeffrey P. Cunard, Pierre Maugüé, Paul M. Rodel, Peter F.G. Schuur, Daniel Farrell, Stuart Hammer, Christopher Rosekrans, Valerie A. Campbell, Katherine E. Durnan, Brooke A. Fodor, Andrew G. Jamieson, Tigist Kassahun, Daniel Priest, Nicholas C.H. Roper and Tiantian Amy Zhu of Debevoise & Plimpton LLP acted as legal advisors to International Paper Company. W. Scott Ortwein of Alston & Bird LLP acted as legal advisor to Graphic Packaging International. Skadden, Arps, Slate, Meagher & Flom, L.L.P acted as legal advisor to Evercore Partners LLC in the transaction. Michael A. Diz, Jeffrey J. Rosen, Lawrence K. Cagney, Jeffrey P. Cunard, Pierre Maugüé, Paul M. Rodel, Peter F.G. Schuur, Daniel Farrell, Stuart Hammer, Christopher Rosekrans, Valerie A. Campbell, Katherine E. Durnan, Brooke A. Fodor, Andrew G. Jamieson, Tigist Kassahun, Daniel Priest, Nicholas C.H. Roper, Tiantian Amy Zhu and W. Scott Ortwein of Vinson & Elkins LLP acted as legal advisors for International Paper Co. Bank of America Merrill Lynch acted as financial advisor to Graphic Packaging. Stephen M. Kotran and Stephen M. Guynn of Sullivan & Cromwell LLP advised BofA Merrill Lynch as financial advisor to Graphic Packaging Holding Company. Graphic Packaging International, Inc. completed the acquisition of North America Consumer Packaging business from International Paper Company (NYSE:IP) and International Paper Group (Uk) Limited on January 1, 2018.