ACCO Brands Completes Re-financing Transaction and Merger with MeadWestvaco's Consumer & Office Products Business

ACCO Brands Corporation (“ACCO Brands”) entered into a new US$1.02 billion credit facility with a group of lenders agented by Barclays Bank PLC on March 26, 2012. On May 1, 2012, ACCO Brands completed a merger with MeadWestvaco Corporation's (“MWV”) Consumer & Office Products business. The transaction brings popular brands such as Mead, Five Star, Trapper Keeper, AT-A-GLANCE, Cambridge, Day Runner, Hilroy, Tilibra and Grafon's into ACCO Brands' industry-leading product portfolio. ACCO Brands Corporation is a world leader in branded office products. The company designs, markets and sells products in over 100 countries.

The separation and acquisition of the Consumer & Office Products business from MWV was structured as a “Reverse Morris Trust” transaction in the US. MWV established a new subsidiary to which it conveyed the C&OP business in return for US$433 million on a tax-free basis.

The shares of the new subsidiary were then distributed to MWV's shareholders as a stock distribution dividend.

Immediately after the spin-off and distribution, the newly formed company merged with and into a subsidiary of ACCO Brands and MWV shareholders received approximately one share of ACCO Brands common stock for every three shares of MWV stock they held.

The merged company subsequently merged with Mead Products LLC, the surviving corporate entity, a subsidiary of ACCO Brands.

Steve Rubin, former General Counsel, and John Moynihan, Senior Corporate Counsel, acted for ACCO Brands. ACCO Brands was assisted in the US on the merger transaction by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Lynn McGovern, Maxwell Miller, William Kunkel, David Kolin, Karen Lee, Steve Forbes and John Nelson and on the financing transaction by Vedder Price with a team that included John Blatchford, John McEnroe, Charles Murphy and Christopher Barrett. Borden Ladner Gervais LLP acted as Canadian counsel to ACCO Brands and its Canadian subsidiaries with a team that included Alfred Page, Howard Silverman, Shane Pearlman, Tiffany Murray, Jenna Grant and Bekhzod Abdurazzakov.

Latham & Watkins LLP acted for the lead arrangers in the US, with a team that included Michèle Penzer, Christopher Dorian, Yiheng Feng and Paul Bonewitz.

Stikeman Elliott LLP acted for the lenders in Canada. The Stikeman Elliott team included Daphne MacKenzie, Enza Agazzi and Shane Litvack (banking), Andrea Boctor and Luc Vaillancourt (pensions) and Jonathan Willson (tax).

MWV in the US was advised by Wachtell, Lipton, Rosen & Katz LLP with a team that included Adam Shapiro, Joshua Feltman and Austin Witt.