Stone Canyon Industries LLC ("SCI"), through its subsidiary, BWAY Holding Company ("BWAY"), entered into a definitive agreement and plan of merger with the parent holding company of Industrial Container Services ("ICS"), a leading provider of container solutions, container services, and container management systems. ICS is currently majority-owned by investment funds affiliated with Centerbridge Partners, L.P. ("Centerbridge"). BWAY is a leading global supplier of industrial rigid packaging products and services.
The transaction, which is comprised of cash and stock consideration payable to ICS shareholders, has an enterprise value of approximately $1.0 billion. It is anticipated that on a pro forma basis, after giving effect to the acquisition, existing ICS shareholders will have an approximately 11% interest in BWAY. Centerbridge Senior Managing Director Kyle Cruz will also be joining the board of BWAY upon closing of the transaction. Closing of the transaction is subject to customary closing conditions, including regulatory approvals.
"We have a tremendous platform with National Container Group ("NCG"), and ICS is the ideal partner to further our strategy of providing sustainable packaging solutions to our customers," said Ken Roessler, Chief Executive Officer of BWAY. "I Iook forward to working with Charles Veniez and the ICS team to bring the businesses together and create meaningful shareholder value."
Mr. Veniez, President and CEO of ICS said: "The combination of these great brands lays the foundation to create tremendous value and opportunities for our various stakeholders: employees, customers, and vendors alike. Our ability to offer a full suite of products and services across vast geographies is exciting."
Mr. Cruz of Centerbridge said: "Since our acquisition of ICS, we've partnered with Charles Veniez and his team to expand ICS's footprint and improve operational performance. Combining with BWAY represents a unique opportunity for ICS to become part of this broader platform of market leading industrial packaging solutions."
In connection with the entry into the merger agreement, BWAY has obtained debt financing commitments from Bank of America Merrill Lynch, Goldman Sachs Bank USA, BMO Capital Markets, and Citigroup Global Markets Inc. Goldman Sachs served as financial advisor to SCI and Piper Jaffray & Co. served as financial advisor to ICS. Gibson, Dunn & Crutcher LLP served as legal advisor to SCI and Kirkland & Ellis LLP served as legal advisor to Centerbridge and ICS.
About Stone Canyon Industries
Stone Canyon Industries ("SCI") is a global industrial holding company headquartered in Los Angeles, CA. With consolidated revenues of over $3billion generated from several core industry verticals, Stone Canyon operates in over 160 locations throughout 18 countries. The company has over 10,000 employees dedicated to providing products and services of unmatched quality and reliability to thousands of customers around the world. Companies within the Stone Canyon family typically share similar characteristics, such as: market Ieaders within an industry or sector, mission critical products or services, a blue chip customer base, and a platform for future growth through acquisitions.
About BWAY Holding Company
BWAY Holding Company is a leading global supplier of industrial rigid packaging products and servcies. The company's more than 9,000 employees operate 115 plants across 20 countries throughout North America, Europe, Asia and South America. Through its BWAY subsidiary, it manufactures rigid metal containers including paint cans, steel pails, aerosol cans, F-style containers, monotop cans, pour top cans, ammunition boxes and oil cans. BWAY also manufactures rigid plastic packaging including pails, drums, and hybrid paint cans. It's Mauser Group subsidiary is a worldwide leading producer of industrial packaging with more than 5,000 employees. Mauser's product portfolio includes plastic packaging, fiber drums, steel drums, intermediate bulk containers, and reconditioning services through NCG, a Mauser subsidiary. Mauser provides sustainability-oriented, full cycle services - from production to recycling ("ECO-CYCLE®") to customers in the chemical, agrochemical, petrochemical, pharmaceutical and food and beverage industries.
About Centerbridge Partners
Centerbridge Partners, L.P. is a private investment management firm employing a flexible approach across investment disciplines - from private equity to credit and related strategies, and real estate - in an effort to find the most attractive opportunities for our investors and business partners. The firm was founded in 2005 and as of March 2018 has approximately $28 billion in capital under management with offices in New York and London. Centerbridge is dedicated to partnering with world-class management teams across targeted industry sectors and geographies to help companies achieve their operating and financial objectives. For more information, please visit www.centerbridge.com
