Item 1.01. Entry into a Material Definitive Agreement
New Credit Agreement
On March 1, 2022, Greif, Inc. (the "Company"), Greif Packaging LLC, Greif
International Holding B.V., and Greif Beheer B.V., as borrowers, entered into
the second amended and restated senior secured credit agreement (the "New Credit
Agreement") with a syndicate of financial institutions, as lenders, Wells Fargo
Securities, LLC, JPMorgan Chase Bank, National Association, BOFA Securities,
Inc., MUFG Bank, LTD., U.S. Bank National Association and TD Bank, N.A. as joint
lead arrangers and joint bookrunners, and CoBank, ACB as the term loan A-2 lead
arranger, and JPMorgan Chase Bank, National Association, as administrative agent
for the lenders. The New Credit Agreement replaces in its entirety the Prior
Credit Agreement (as defined in Item 1.02 below).
The New Credit Agreement provides for (a) an $800.0 million secured revolving
credit facility, consisting of a $725.0 million multicurrency facility and a
$75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100
million secured term loan A-1 facility with quarterly principal installments
commencing on July 31, 2022 and continuing through January 31, 2027, with any
outstanding principal balance of such term loan A-1 facility being due and
payable on maturity on March 1, 2027, and (c) a $515.0 million secured term loan
A-2 facility with quarterly principal installments commencing on July 31, 2022
and continuing through January 31, 2027, with any outstanding principal balance
of such term loan A-2 being due and payable on maturity on March 1, 2027. The
term loan A-2 facility reflects the combination of the outstanding balances of
the secured term A-2 and A-3 loans under the Prior Credit Agreement. In
addition, the borrowers have an option to add to the New Credit Agreement, with
the agreement of the lenders, an aggregate of the sum of (A) $800.0 million,
plus (B) the aggregate amount of all voluntary prepayments of term loans and
voluntary permanent commitment reductions of the revolving credit facility made
prior to or simultaneously with the incurrence of new incremental commitments,
plus (C) such additional amounts to the extent the Company maintains a secured
leverage ratio of 3.00 to 1.00 or less on a pro forma basis after giving effect
to such incremental commitments.
The Company used the borrowings under the New Credit Agreement on March 1, 2022,
to redeem the Company's $500.0 million Senior Notes due 2027 and to repay and
refinance all of the outstanding borrowings under the Prior Credit Agreement,
and will use the borrowings thereunder to fund ongoing working capital and
capital expenditure needs and for general corporate purposes, including
acquisitions, and to pay related fees and expenses. Interest is based on SOFR
plus a credit spread adjustment, EURIBOR or a base rate that resets periodically
plus, in each case, a calculated margin amount that is based on the Company's
leverage ratio. The New Credit Agreement also includes a sustainability
component whereby the applicable margin can decrease upon the Company's
achievement of certain sustainability performance metrics specified in the New
Credit Agreement , or can decrease if the level of achievement declines.
The New Credit Agreement contains certain covenants, which include financial
covenants that require the Company to maintain a certain leverage ratio and an
interest coverage ratio. The leverage ratio generally requires that at the end
of any fiscal quarter the Company will not permit the ratio of (a) its total
consolidated indebtedness (less the aggregate amount of Company's unrestricted
cash and cash equivalents), to (b) its consolidated net income plus
depreciation, depletion and amortization, interest expense (including
capitalized interest), income taxes, and minus certain extraordinary gains and
non-recurring gains (or plus certain extraordinary losses and non-recurring
losses) and plus or minus certain other items for the preceding twelve months
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("EBITDA") to be greater than 4.00 to 1; provided that such leverage ratio is
. . .
Item 1.02. Termination of a Material Definitive Agreement
On February 11, 2019, the Company, Greif Packaging LLC, Greif UK International
Holding LTD., Greif International Holding B.V., and Greif Luxembourg Holding
S.à.r.l., as borrowers, entered into an amended and restated senior secured
credit agreement, as further amended by an Incremental Term Loan Agreement dated
November 13, 2020 (collectively, the "Prior Credit Agreement") with a syndicate
of financial institutions, as lenders, Wells Fargo Securities, LLC, JPMorgan
Chase Bank, National Association, Goldman Sachs Bank USA, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and their respective affiliates as joint
lead arrangers and joint bookrunners, and CoBank, ACB as the term loan A-2 lead
arranger, and JPMorgan Chase Bank, National Association, as administrative agent
for the lenders. The Prior Credit Agreement was repaid in full and terminated as
of March 1, 2022, in connection with the entering into of the New Credit
Agreement, as further described in Item 1.01, above.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet
Arrangement of a Registrant.
The information set forth in Item 1.01, above, is incorporated herein by
reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under
an Off- Balance Sheet Arrangement.
The information concerning the repayment of the Prior Credit Agreement is set
forth in Items 1.01 and 1.02, above, which information is incorporated herein by
reference.
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Item 5.01. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was
held on March 1, 2022. At the Annual Meeting, the holders of the Company's Class
B Common Stock voted on the following proposal and cast their votes as described
below.
To elect as directors for one-year terms Vicki L. Avril-Groves, Bruce A.
Edwards, Mark A. Emkes, John F. Finn, Daniel J. Gunsett, John W. McNamara,
Robert M. Patterson, Ole G. Rosgaard, Kimberly Scott and Peter G. Watson, the
ten persons recommended by the Nominating and Corporate Governance Committee of
the Company's Board of Directors.
*** FOR WITHHELD
Vicki L. Avril-Groves 18,521,500 113,684
Bruce A. Edwards 18,578,823 56,361
Mark A. Emkes 18,612,097 23,087
John F. Finn 18,548,880 86,308
Daniel J. Gunsett 17,471,506 1,163,678
John W. McNamara 18,554,001 81,183
Robert M. Patterson 18,602,157 33,027
Ole G. Rosgaard 18,620,820 14,364
Kimberly Scott 18,627,985 7,199
Peter G. Watson 18,608,390 26,794
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Item 5.02(d).
On March 1, 2022, at the Company's Board of Directors meeting held immediately
following the Annual Meeting, the Board, in accordance with Article II, Section
2.1 of the Company's By-Laws, approved a resolution to fix the number of
directors of the Company at 11 and elected Karen Morrison as a director to fill
the newly created vacancy on the Board. Ms. Morrison is to serve until the
Company's next annual meeting of stockholders and until her successor is elected
and qualified.
There were no arrangements or understandings between Ms. Morrison and any other
person pursuant to which Ms. Morrison was selected as a director of the Company.
In connection with her election, Ms. Morrison received an equity award under the
Company's 2005 Outside Directors Equity Award Plan, which was identical to the
equity awards received by the directors who were elected at the Annual Meeting.
Ms. Morrison received 2,469 restricted shares of Class A Common Stock, an amount
equal to approximately $135,000 divided by the last reported sale price of a
share of Class A Common Stock on the NYSE on February 28, 2022 (the last trading
day immediately preceding the date of the Annual Meeting). None of these shares
of Class A Common Stock are subject to any risk of forfeiture; however, such
shares are subject to restrictions on transfer for three years. All of these
shares were fully vested on the award date with eligibility to participate in
the receipt of all dividends declared on the Company's shares of Class A Common
Stock.
The press release announcing Ms. Morrison's election as director, along with the
election of Kim Scott, is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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(d)Exhibits.
Exhibit No. Description
99.1 Press release issued by Greif, Inc. on March 1, 2022 announcing the election of
certain individuals to the Board of Directors of Greif, Inc.
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GREIF, INC. 
