Distributors Unisource, xpedx Combine Into New Company

MEMPHIS, TN—International Paper (IP) announced that distribution solutions businesses xpedx and Unisource Worldwide will merge under the terms of a definitive agreement that will result in the creation of a new publicly traded company. The agreements providing for the combination of the two businesses were signed by International Paper, parent company of xpedx, and by UWW Holdings, the holding company that owns Unisource and is owned by an affiliate of Bain Capital and by Georgia-Pacific, as well as certain of their affiliates.

Upon the expected completion of the merger in mid-2014, the new company will have projected annual revenues in the $9 billion to $10 billion range, and will have about 9,500 employees across more than 170 distribution centers in North America.

Mary Laschinger, currently the president of xpedx and senior vice president at International Paper, will serve as chairman and CEO of the newly combined business.

The transaction will be accomplished through a Reverse Morris Trust structure. IP will indirectly contribute the assets of xpedx to a newly formed subsidiary, xpedx Holding, in exchange for the stock of the subsidiary, a cash payment of approximately $400 million expected to be financed with new debt in the new company's capital structure, as well as the potential for an additional cash payment pursuant to an "earn-out" provision.

Following the spinoff of the new company to IP shareholders, Unisource will immediately merge with and into the new company. The shares of Unisource will be converted into a number of shares of the new company such that, following the merger, approximately 51 percent of the shares of the new public company will be owned by International Paper shareholders, with the remaining approximately 49 percent of shares held by UWW Holdings.