GREIF, INC.

GEF
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GREIF, INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

11/19/2020 | 05:06pm

Item 1.01. Entry into a Material Definitive Agreement.



Amendment to 2019 Credit Agreement



On February 11, 2019, Greif, Inc. (the "Company") and certain of its
subsidiaries, including Greif Packaging LLC ("Greif Packaging"), as borrowers,
entered into an amended and restated senior secured credit agreement (the "2019
Credit Agreement") with a syndicate of financial institutions. The obligations
of the borrowers under the 2019 Credit Agreement are guaranteed by certain of
the Company's U.S. subsidiaries (the "U.S. Subsidiary Guarantors") and certain
non-U.S. subsidiaries. The 2019 Credit Agreement provides for, among other
things, a $1,275.0 million secured term A-1 loan and a $400.0 million secured
term A-2 loan (the "Term Loans").



On November 13, 2020, Greif Packaging, as borrower, and the Company and the U.S.
Subsidiary Guarantors, as guarantors, entered into an incremental term loan
agreement (the "Incremental Term Loan Agreement") with a syndicate of farm
credit institutions, as lenders, CoBank, ACB, a federally chartered
instrumentality under the Farm Credit Act of 1971, as sole Incremental Term A-3
Loan Facility lead arranger and bookrunner, and JPMorgan Chase Bank, as
administrative agent for the lenders party to the 2019 Credit Agreement. The
Incremental Term Loan Agreement constitutes an amendment to the 2019 Credit
Agreement.



The Incremental Term Loan Agreement provides for a loan commitment in the
aggregate principal amount of $225.0 million that must be funded in a single
draw on a business day occurring on or before July 15, 2021 (the "Incremental
Term A-3 Loan"). The Incremental Term A-3 Loan matures on July 15, 2026, with
quarterly installments of principal payable on the last day of each fiscal
quarter of the Company commencing with the first such date to occur after the
funding date. The Incremental Term A-3 Loan has, for all material purposes, the
identical terms and provisions as the Term Loans. Greif Packaging's obligations
with respect to the Incremental Term A-3 Loan will constitute obligations under
the 2019 Credit Agreement and will be secured and guaranteed with the other
obligations as provided under the 2019 Credit Facility on a pari passu basis.



The Company intends to draw upon the Incremental Term A-3 Loan prior to July 15,
2021
, and to use the loan proceeds to pay all of the outstanding principal of
and interest on the €200.0 million 7.375% senior notes due July 15, 2021 issued
by the Company's Luxembourg subsidiary and guaranteed by the Company.



This summary of the Incremental Term Loan Agreement is qualified in its entirety
by reference to the full text of the Incremental Term Loan Agreement, a copy of
which is attached as Exhibit 99.2 to this Current Report on Form 8-K. The
summary of the 2019 Credit Agreement is qualified in its entirety by reference
to the full text of the 2019 Credit Agreement, a copy of which is attached as
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 26,
2020
.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.



Creation of a Direct Financial Obligation



--------------------------------------------------------------------------------



The information set forth in Item 1.01 above is incorporated herein by
reference.



Item 7.01 Regulation FD Disclosure.



On November 16, 2020, the Company issued a press release to announce the new
incremental term A-3 loan. The full text of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.




(a) Exhibits.
Exhibit No. Description
99 . 1 Press release issued by Greif Inc. on November 16, 2020.
99 .2 Incremental Term Loan Agreement dated as of November 13, 2020, by and among Greif
Packaging LLC, as Borrower, the Guarantors Party hereto, the Incremental Term A-3
Lenders Party hereto, JPMorgan Chase Bank, National Association, as
Administrative Agent for the Lenders Party to the Credit Agreement, and CoBank,
ACB, as the Sole Incremental Term A-3 Facility Lead Arranger and Bookrunner.

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