Greif Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| (June 30, 2025) | |||||
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (740 ) 549-6000
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
(a) Sale and Purchase Agreement for Greif Containerboard Solutions, LLC and Box-Board Holding Corporation
On June 30, 2025, Greif Packaging LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Seller”), and the Company, as guarantor, entered into a definitive Purchase and Sale Agreement (the “Agreement”) with Packaging Corporation of America, Inc., a Delaware corporation (“Purchaser”), pursuant to which Purchaser will acquire all of the issued and outstanding equity interests of Seller in Greif Containerboard Solutions, LLC, a Delaware limited liability company (“GCS”), and Box-Board Holding Corporation, a Delaware corporation (“BBH”), for a purchase price of $1.8 billion, subject to certain adjustments. In accordance with a contribution agreement between Seller and GCS, Seller will contribute all of its containerboard business, including containerboard mills and sheet feeder facilities and related equipment and other assets, to the capital of GCS.
The Agreement provides that closing of the contemplated transactions is subject to the satisfaction or waiver of certain conditions, including, among other things, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Agreement may be terminated, and the subject transaction may be abandoned at any time prior to the closing, as follows: (i) by mutual written agreement of Seller and Purchaser; (ii) by either Seller or Purchaser if the closing has not occurred on or before June 30, 2026 (subject to an extension exercisable by either party of 90 days, subject to the terms and conditions of the Agreement, and to a second 90 day extension exercisable by Seller, subject to the terms and conditions of the Agreement); (iii) by either Seller or Purchaser if any governmental order prohibiting the transactions contemplated by the Agreement become final and nonappealable; (iv) by Seller in connection with certain breaches by Purchaser of its representations, warranties, covenants or other agreements in the Agreement, subject to a cure period; and (v) by Purchaser in connection with certain breaches by Seller of its representations, warranties, covenants or other agreements in the Agreement, subject to a cure period.
Investors should not rely on the representations, warranties, covenants and other agreements in the Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Seller, or GCS or BBH or any of its other subsidiaries. Moreover, information concerning the subject matter of the representations, warranties, covenants and other agreements may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the public disclosures of the Company.
The descriptions of the Agreement and the transactions contemplated thereby contained in Item 1.01 do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Agreement attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.
On July 1, 2025, the Company issued a press release announcing the divestiture of Greif Containerboard Solutions, LLC and Box-Board Holding Corporation. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits.
| Exhibit No. | Description | ||||
Sale and Purchase Agreement dated as of June 30, 2025, among the Seller and the Purchaser. | |||||
Press release issued by Greif, Inc. on July 1, 2025, regarding its divestiture of Greif Containerboard Solutions, LLC and Box-Board Holding Corporation. | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREIF, INC. | ||||||||
| Date: July 1, 2025 | By | /s/ Gary R. Martz | ||||||
Gary R. Martz, Executive Vice President | ||||||||