Acquisitions

9 Months Ended

Sep. 30, 2025

4. Acquisitions

Greif Acquisition

On September 2, 2025, we completed the Greif Acquisition for $1.8 billion in cash. For tax purposes, the acquisition of Greif’s containerboard business was primarily structured as an asset acquisition. The Greif containerboard business includes two containerboard mills with approximately 800,000 tons of production capacity and eight sheet feeder and corrugated plants located across the United States. Greif’s financial results are included in the Packaging segment from the date of acquisition. The following table summarizes the purchase consideration for the Greif Acquisition (in millions):


	Amount
Cash paid for Greif Acquisition	$	1,804.7
Settlement of pre-existing relationships		(0.3	)
Total purchase consideration	$	1,804.4

The Company accounted for the Greif Acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The following table summarizes the allocation of the purchase price to the assets acquired and the liabilities assumed, based on our current estimates of the fair value at the date of acquisition (dollars in millions):


Current Assets:
Cash	$	0.1
Accounts receivable		97.6
Inventories		124.2
Prepaid expenses and other current assets		1.4
Total current assets		223.3
Property, plant, and equipment (a)		868.7
Operating lease right-of-use assets		57.0
Intangible assets (b):
Customer relationships		460.0
Trademarks		70.0
Goodwill (c)		277.4
Assets acquired		1,956.4

Accounts payable		70.1
Accrued liabilities		21.4
Current operating lease obligations		7.6
Long-term operating lease obligations		49.3
Long-term finance lease obligations		0.4
Other long-term liabilities		3.2
Liabilities assumed		152.0

Net assets acquired	$	1,804.4

(a)

Property, plant and equipment are being depreciated on a straight-line basis over their preliminary estimated useful lives ranging from one to 40 years.

(b)

We are amortizing intangible assets on a straight-line basis for customer relationships and trademarks over our preliminary estimates of their useful lives of 15 years and 10 years, respectively, in the Packaging segment.

(c)

Goodwill is calculated as the excess of the purchase price over the fair value of the net assets acquired. Goodwill generated from the acquisition is primarily attributable to expected synergies and the assembled workforce. Goodwill recognized in the transaction is deductible for tax purposes.

The purchase price allocation remains preliminary and is subject to the finalization of various valuations and assessments, including working capital adjustments. These may affect the consideration paid and may materially impact the valuations and subsequent assessments. We expect to finalize the valuation within the 12-month period following the acquisition date.

Pro Forma Financial Information

Pro forma results of Greif Acquisition have not been presented as the results were not considered significant to our consolidated financial statements for all periods presented and would not have been significant had the acquisition occurred at the beginning of the year ended December 31, 2024.