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Graham Packaging Acquired by Hicks Acquisition, Blackstone
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packexpo.com
July 02, 2008
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Tom Hicks found a future for his new acquisition company: Plastics.

Specifically, plastic containers made by York, Pa.-based Graham Packaging Holdings Co., a privately held manufacturer that Mr. Hicks and the Blackstone Group said Monday they plan to take public.

Hicks Acquisition Co. I Inc., a special-purpose acquisition company formed last October, raised $552 million as a so-called blank-check company. The deal would be the largest between a special-purpose acquisition company and an industrial firm.

The companies value the deal at $3.2 billion, including the assumption of $2.29 billion in debt. Under the terms, Hicks Acquisition shareholders will end up with 66 percent of the renamed Graham Packaging Co.

Graham stood out from more than 100 potential combinations considered, Mr. Hicks said on a conference call with investors. He and "his friends" at Blackstone started talking 60 days ago about a deal.

"It's practically impossible for anyone to look at their refrigerator, pantry or garage and not see Graham's packaging," Mr. Hicks said.

The company makes the molded containers for products such as yogurt drinks and motor oil and has big expansion plans for overseas, where glass containers are losing appeal to lighter plastic.

Mr. Hicks made a fortune helping troubled companies get back on their feet; Graham is different. It changed management teams in December 2006 and has sharply improved its earnings before interest, taxes, depreciation and other items significantly in the past two years.

Getting more value out of Graham may be harder than turning around a company. Its 2007 sales of $2.5 billion are forecast to drop to around $2.4 billion this year.

New systems to measure profit and improve efficiency are likely to help results, Warren Knowlton, chief executive and chairman, said on the conference call. Graham is the top seller in 90 percent of the package markets it competes in; nearly 80 percent of its packages use proprietary technology, which it hopes will mean growth domestically and abroad, he said.

Plastic resin prices are rising along with the crude oil needed to make them, but Graham has "pass-along" pricing for resin in about three-quarters of its contracts with suppliers to help blunt inflation.

If the agreement is finalized in coming days and approved by Hicks' shareholders, the company will apply to be listed on the New York Stock Exchange.

Blackstone would remain a shareholder for at least two years.

"The IPO market has been in the doldrums, and for Blackstone this seems like a clever way to do an IPO-like exit from the company when a pure IPO may not have returned as much," said Ted Kamman, a partner for the law firm Jones Day in New York City.

Hicks Acquisition was hunting for a healthy domestic company not in the energy business; if it hadn't bought one in two years since inception, it would have returned the money it raised to investors.

Graham's current holders will receive $350 million in cash and 35 million common shares of the new company along with 2.8 million warrants under the deal.

The deal is structured not to trigger change-in-control terms with Graham's current financing.

Mr. Hicks has indicated that he may consider future special-purpose acquisition companies.

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