LOS ANGELES, June 14, 2018 – Stone Canyon Industries LLC, through its subsidiary, BWAY Holding Company, has entered into a definitive agreement and plan of merger to acquire 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 equityholders will have an approximate 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 not only complements our existing portfolio, but 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 look 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 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.
According to the Industrial Container Services (ICS) website, the company is the largest provider of reusable container solutions in North America. ICS says that it is well-positioned to service local, regional and national customers alike, and strives to be the supplier of choice for high quality, environmentally responsible container solutions. The Company offers complete container management systems including reconditioning, manufacturing, distribution, used container collection and recycling services for all major industrial packaging types.