Summary of BEMIS CO INC - Yahoo! Finance

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligatio

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Sale and Purchase Agreement

On July 5, 2009, Bemis Company, Inc. (the "Company") entered into a Sale and Purchase Agreement (the "Transaction Agreement") with Alcan Holdings Switzerland AG ("AHS") and Alcan Corporation ("Alcan" and together with AHS, the "Sellers"). Pursuant to the Transaction Agreement, the Company agreed to acquire (the "Acquisition") the food packaging business and certain related assets of Sellers located in the United States, Canada, Argentina, Brazil, Mexico and New Zealand (the "Food Packaging Business").

The purchase price for the Acquisition is $1.213 billion payable at closing, subject to certain adjustments at closing (the "Purchase Price"). The Company may, subject to certain conditions, pay up to $200 million of the Purchase Price in Company stock issued pursuant to the Equity Commitment Agreement (defined below) with the balance of the Purchase Price to be paid in cash.

The closing of the Acquisition (the "Closing") is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the receipt of approval under the Mexican Federal Law on Economic Competition. The parties made customary representations, warranties and covenants to each other in the Transaction Agreement and each party has certain indemnification obligations under the Transaction Agreement. AHS guaranteed the obligations of Alcan under the Transaction Agreement, and Rio Tinto plc, parent company of the Sellers ("Rio Tinto"), agreed to assume AHS's guarantee obligations under the Transaction Agreement subject to Rio Tinto's receipt of certain tax rulings from the Canada Revenue Agency.

The Transaction Agreement prohibits Sellers from manufacturing or selling food and beverage flexible packaging products for 12 months following the Closing in countries in North and South America where any target company of Sellers subject to the Transaction Agreement had substantial sales as of the Closing, or from soliciting certain executive, commercial or research and development personnel of the Food Packaging Business for two years following the Closing. In addition, the Transaction Agreement prohibits the Company from soliciting certain executive, commercial or research and development personnel of Alcan's retained business for two years following the Closing.

Financing Commitments

On July 5, 2009, the Company entered into a commitment letter (the "Commitment Letter") pursuant to which JPMorgan Chase Bank, N.A. ("JPMorgan"), Wells Fargo Bank, National Association ("Wells Fargo"), Bank of America, N.A. ("Bank of America") and BNP Paribas ("BNP" collectively with JPMorgan, Wells Fargo and Bank of America, the "Commitment Parties") committed to provide up to $800 million (the "Commitment Amount") under a 364-day unsecured bridge loan facility (the "Bridge Loan Facility") on the terms set forth in the draft term loan agreement (the "Draft Agreement") attached thereto and subject to satisfaction or waiver of certain conditions precedent. Prior to the Closing, the Commitment Amount is subject to reduction by an amount that would be required to be paid to the lenders under the Bridge Loan Facility as a mandatory prepayment if the Draft Agreement was then in effect (without giving effect to certain limited reductions). In addition, the commitment will be reduced by the amount by which the Equity Commitment (defined below) reduces the cash purchase price for the Food Packaging Business by more than $200 million. The Company will pay certain customary fees and expenses in connection with obtaining the Commitment Parties' commitment pursuant to the terms of the Commitment Letter and the $200 million commitment increase under its existing Amended and Restated Long-Term Credit Agreement dated as of April 29, 2008, as amended (the "Credit Agreement"), including an underwriting fee, which was paid by the Company following execution of the Commitment Letter.

The commitment provided by the Commitment Parties is subject to various conditions, including (i) the absence of any material adverse change under the Transaction Agreement, (ii) the absence of any material adverse change with respect to the Company, its subsidiaries and the Food Packaging Business taken as a whole (after giving effect to the Acquisition) since December 31, 2008,
(iii) satisfaction or waiver of the conditions precedent to consummating the Acquisition, (iv) the Bridge Loan Facility receiving a rating of at least Baa2 from Moody's and BBB from S&P (which rating shall be in effect), (v) the receipt by the Company after June 1, 2009 of at least $200 million in gross cash proceeds from the issuance of equity or equity-linked securities; provided, that gross proceeds of any issuance

of equity or equity-linked securities to certain affiliates of the Sellers or any transferee or assignee thereof in connection with the Acquisition taking the form of either cash or a reduction in the cash purchase price paid by the Company for the Food Packaging Business constitute gross cash proceeds, (vi) the occurrence of the Credit Facility Amendment No. 1 Effective Date (as defined below) substantially contemporaneous with the Closing, (vii) the absence of any action, investigation, litigation or proceeding pending or threatened before any court or governmental authority that could reasonably be expected to have a material adverse effect upon the validity or enforceability of any of the loan documents or the rights or remedies of the administrative agent or the lenders thereunder or result in the enjoining of the financing and (viii) delivery of executed counterparts of the Draft Agreement and certain other corporate documentation and legal opinions.

Contemporaneous with execution of the Commitment Letter, the Commitment Parties, the Company and certain subsidiaries of the Company entered into Credit Facility Amendment No. 1 to Amended and Restated Long-Term Credit Agreement (the "Credit Facility Amendment"). Certain provisions of the Credit Facility Amendment became effective on the date of execution by each party thereto (the "Effective Date"). The remaining provisions of the Credit Facility Amendment will become effective when certain conditions precedent are satisfied or waived (the "Credit Facility Amendment No. 1 Effective Date"), including (i) satisfaction or waiver of the conditions precedent to consummating the Acquisition, (ii) repayment of all amounts outstanding under the Credit Agreement and (iii) delivery of certain other corporate documentation (including officer's certificates) and legal opinions. On the Effective Date, the burdensome agreements covenant was amended . . .