Item 1.01 Entry into a Material Definitive Agreement.



The following material definitive agreement has been entered into by Greif
Packaging LLC, a Delaware limited liability company ("Buyer"), a subsidiary of
Greif, Inc. (the "Company").
Membership Interest Purchase Agreement (the "Purchase Agreement"), dated as of
November 8, 2022, by and among Buyer, LCC Topco, Inc., a Georgia corporation
("LCC Topco"), LI Topco, LLC, a Georgia limited liability company ("LI Topco"),
LCIH Topco, Inc., an Iowa corporation ("LCIH Topco" and each of LCIH Topco, LCC
Topco and LI Topco, a "Seller" and collectively, the "Sellers"). Under the
Purchase Agreement, the Sellers are selling to Buyer, and Buyer is purchasing
from Sellers, all of the issued and outstanding limited liability company
membership interests of (i) Lee Container Corporation, LLC, a Georgia limited
liability company ("LCC"); (ii) Lee Investments, LLC, a Georgia limited
liability company ("LI"); and (iii) Lee Container Iowa Holdings, LLC, an Iowa
limited liability company ("LCIH", and collectively with LCC and LI, "Lee
Container"), all as more particularly described in the Purchase Agreement
(collectively, the "Acquisition").
The purchase price for the Acquisition is $300 million, subject to certain
adjustments. The purchase price will be paid in cash by Buyer with proceeds from
the Company's existing credit facilities. The Purchase Agreement provides that
closing of the Acquisition is subject to the satisfaction or waiver of certain
conditions, including, among other matters, the receipt of certain landlord
consents to extend lease terms and provide renewal rights and the expiration or
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act").
The Purchase Agreement may be terminated, and the Acquisition may be abandoned
at any time prior to the closing, as follows: (i) by mutual written agreement of
Buyer and Sellers; and (ii) by either Buyer or Sellers if the conditions set
forth in the Purchase Agreement have not been, or it if it becomes apparent that
any of such conditions will not be, fulfilled on or before the date that is 60
days after the date of the Purchase Agreement (the "Outside Date") (subject to
an option of either party to extend the Outside Date to 180 days after the date
of the Agreement if the only condition not satisfied is the expiration or early
termination of the waiting period under the HSR Act).

Investors should not rely on the representations, warranties and covenants in the Purchase Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of any of the companies being acquired in the Acquisition. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the public disclosures of the Company.

The description of the Purchase Agreement and the transaction contemplated thereby contained in this Item 1.01 is not complete and is subject to, and is qualified in its entirety by, the full text of the Purchase Agreement attached to this Form 8-K as Exhibit 2.1, which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on November 9, 2022 regarding the Acquisition. A copy of the press release, which is attached to the Current Report on Form 8-K as Exhibit 99.1, is hereby furnished pursuant to Item 7.01. The Company also issued a press release on November 9, 2022 regarding its participation in the 2022 Baird Industrial Conference and regarding its reaffirmation of fiscal year 2022 guidance. A copy of the press release, which is attached to the Current Report on Form 8-K as Exhibit 99.2, is hereby furnished pursuant to Item 7.01.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.               Description
  2.1                     Membership Interest Purchase Agreement among LCC TopCo, Inc., LI TopCo,
                          LLC, LCIH TopCo, Inc. and Greif Packaging LLC dated as of November 8,
                          2022.*
  99.1                    Press release issued by Greif, Inc. on November 9, 2022 regarding the
                          Acquisition.
  99.2                    Press release issued by Greif, Inc. on November 9, 2022 regarding
                          affirmation of guidance and participation at the Baird Industrial
                          Conference.

*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, the that parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

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Cautions Concerning Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Company's plans to acquire Lee Container and other statements about future expectations, prospects, estimates and other matters that are dependent upon future events or developments. These forward-looking statements may be identified by words such as "expect," "anticipate," "intend," "plan," "believe," "will," "should," "could," "would," "project," "continue," "likely," and similar expressions, and include statements reflecting future results, trends or guidance and statements of outlook. All forward-looking statements are based on assumptions, expectations and other information currently available to management. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those forecasted, projected or anticipated, whether expressed or implied. These risks and uncertainties include: the ability to successfully complete the acquisition of Lee Container on a timely basis, including receipt of required regulatory approvals; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; the outcome of any legal proceedings that may be instituted against the parties and others related to the acquisition of Lee Container; the satisfaction of certain conditions to the completion of the acquisition of Lee Container; if the acquisition of Lee Container is completed, the ability to retain the acquired businesses' customers and employees, the ability to successfully integrate the acquired businesses into the Company's operations, and the ability to achieve the expected synergies as well as accretion in margins, earnings or cash flow; competitive pressures in the Company's various lines of business; the risk of non-renewal or a default under one or more key customer or supplier arrangements or changes to the terms of or level of purchases under those arrangements; uncertainties with respect to U.S. tax or trade laws; the effects of any investigation or action by any regulatory authority; and changes in foreign currency rates and the cost of commodities. The Company is subject to additional risks and uncertainties described in its Form 10-K, Form 10-Q and Form 8-K reports and exhibits to those reports. This Form 8-K reflects management's views as of November 8, 2022. Except to the extent required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement.

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