Acquisition of Certain Assets of Smurfit-Stone Container Corporation by Texas Pacific Group

On June 30, 2006, Bluegrass Container Company, LLC (Bluegrass), a Delaware limited liability company formed by Texas Pacific Group (TPG), and certain of its affiliates acquired the consumer packaging division of Smurfit-Stone Container Enterprises, Inc. (Smurfit), a Delaware corporation and wholly owned subsidiary of Smurfit-Stone Container Corporation.
It included the flexible packaging plant located in Brampton, Ontario, which is owned by Smurfit-Stone Container Canada Inc., a company continued under the Companies Act (Nova Scotia) and a wholly owned subsidiary of Smurfit (Smurfit Canada, and together with Smurfit, the sellers), for approximately US$1.04 billion in cash, subject to certain closing and post-closing adjustments, plus certain assumed liabilities.
The consumer packaging division purchased by Bluegrass and its affiliates designs, manufactures, sells and distributes folding cartons and coated recycled board, multiwall bags, flexible packaging and labels.
In the United States, TPG was represented by Simpson Thacher & Bartlett LLP with a team led by David Sorkin. Osler, Hoskin & Harcourt LLP acted as lead Canadian counsel to TPG with a team led by Don Gilchrist that included Mark Hogan (corporate), Janet Bolton and John Quinn (competition), Paul Litner and Adriana Ibarguchi (pensions), Monica Biringer (tax), Adrian Hartog and Jack Cook (real property) and Damian Rigolo (employment). Charles Reagh of Stewart McKelvey provided Nova Scotia corporate advice.
The sellers were represented in the United States by Winston & Strawn LLP with a team led by Joseph Walsh. Stikeman Elliott LLP acted as Canadian counsel to Smurfit with a team consisting of Brenda Hebert, Howard Rosenoff and Shana Ivall (corporate), Debbie Salzberger (competition) and Andrea Boctor (pensions).