Veritiv Corporation entered into a binding agreement to acquire Orora Packaging Solutions from Orora Limited (ASX:ORA) for an enterprise value of $1.2 billion on September 3, 2024. Veritiv?s offer implies approximately 9.9x FY24A cash EBITDA. Veritiv obtained committed financing from its existing lender group ? including BMO Capital Markets Corp, Goldman Sachs Bank USA, RBC Capital Markets, LLC, UBS Investment Bank, and Wells Fargo ? as well as Morgan Stanley. The agreement contains certain termination triggers that entitle Orora to a termination fee, which includes a payment of $62.5 million by Veritiv to Orora if Veritiv fails to satisfy conditions relating to antitrust clearance (including as a result of such clearance not being obtained within 12 months of the date of the agreement). It also includes a payment of $75 million by Veritiv to Orora where all conditions precedent to the transaction have been satisfied, but Veritiv fails to complete the transaction.

The transaction is subject to regulatory approvals including obtaining all necessary regulatory approvals from applicable governmental antitrust authorities and satisfaction of other customary closing conditions and is expected to be completed in the fourth quarter of 2024. Orora will use the proceeds from the transaction to reduce debt and invest in an organic Cans capacity expansion at Rocklea, Queensland. Orora will distribute surplus proceeds to shareholders over time. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC served as lead financial advisors to Veritiv, and BMO Capital Markets Corp, RBC Capital Markets, LLC, and Wells Fargo also served as financial advisors. Kirkland & Ellis LLP and Brett Novick, Scott Selinger, Steven Slutzky and Joshua Samit of Debevoise & Plimpton LLP served as legal counsel to Veritiv. UBS Securities Australia Limited and Jarden Australia Pty Ltd are acting as financial advisers to Orora, and Baker McKenzie is acting as legal adviser to Orora on the transaction.