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April 13, 2011 4:58 PM

Simpson Thacher, Bryan Cave Seal $4.1B Packaging Deal

Posted by Claire Zillman

Two packaging companies, Graham Packaging and Silgan Holding have agreed to a tie-up worth $4.1 billion, according to a statement released by Silgan on Wednesday. 

The deal calls for Silgan to acquire Graham, a supplier of plastic containers for branded consumer products, for $1.3 billion in cash and stock. Graham shareholders will receive 0.4 shares of Silgan common stock and $4.75 in cash for each share of Graham common stock, which values the deal at about $4.1 billion, according to a statement from Graham about the deal. Silgan, a Stamford, Connecticut-based supplier of rigid consumer goods packaging products, will pay $19.56 per share for Graham, a 17 percent premium over Graham's closing price on Tuesday. 

The seller in the deal is private equity firm Blackstone Group, which has held Graham in its portfolio since 1997. Blackstone took the company public in February 2010, according to DealBook. Simpson Thacher & Bartlett advised Graham on that initial public offering, which raised approximately $166.7 million in gross proceeds, according to the firm's Web site. The firm, as longtime outside counsel to Blackstone, is onboard again for Graham's sale to Silgan. J. Alden Millard and Wilson Neely, who both worked on Graham's IPO, led the firm's team, consisting of partners Greg Grogan, Richard Fenyes, and Gary Mandel, counsel Adeeb Fadil, and associates Chris May, Jakob Rendtorff, Andy Veit, Chad Pearlman, Craig Katerberg, Paula Han, Jonathan Talansky, and Ellen Frye.

Silgan has turned to regular outside legal adviser Bryan Cave and go-to partner Robert Rawn. Rawn, according to his firm bio, has represented Silgan on a number of M&A transactions, including the purchase of Vogel & Noot AG's food can business for $360 million in December 2010 and the acquisition of closure molder IPEC Global, Inc. in November of last year. Also working on the deal are partners Tara Newell, Andy Auerbach, and Becky Nelson, counsel Danielle Mangogna, and associates James Attonito, Chaeri Tornay, and Morgan Bassett.

Silgan's senior vice president and general counsel Frank Hogan advised Silgan as in-house counsel.

According to Silgan's press release, the combined company will have annual sales of over $6.2 billion and employ more than 17,000 people operating 180 manufacturing facilities in 19 countries. Following the deal's close, Silgan expects revenues of approximately $4.6 billion. The deal also will allow Silgan to gain a broader foothold in markets abroad, the statement says.

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