UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2019

GREIF, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (740) 549-6000

Not Applicable

(Former name or former address, if changed since last report.)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On January 24, 2019, Greif, Inc. (“Greif”) entered into a limited consent and waiver (the “Consent and Waiver”) to the credit agreement (the “Existing Credit Agreement”) for its existing senior secured credit facilities with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). The Consent and Waiver constitutes an amendment to the Existing Credit Agreement.

Subject to the terms and conditions of the Consent and Waiver, the lenders and the Administrative Agent have consented to the offer and issuance of the Notes (as defined and described under Item 7.01 below) and otherwise granted a limited waiver of the terms and provisions of the loan documents for the existing senior secured credit facilities that would otherwise prohibit or otherwise restrict Greif from undertaking the offer and issuance of the Notes and making interest payments thereunder. The Consent and Waiver is in effect for a period commencing on the date of the Consent and Waiver and continuing until the earlier of (a) the date that the Notes are redeemed following notification to the trustee under the indenture that the Caraustar Acquisition (as defined under Item 7.01 below) will not be consummated or otherwise an announcement is made that the merger agreement related thereto has been terminated and (b) the effective date of any amendment to the Existing Credit Agreement executed and delivered in connection with the consummation of the Caraustar Acquisition.

The foregoing description of the Consent and Waiver and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in its entirety by, the full text of the Consent and Waiver attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.

On January 28, 2019, Greif issued a press release announcing the commencement of a private offering of $500 million aggregate principal amount of senior notes due 2027 (the “Notes”), subject to market and other conditions. The offering of the Notes is part of the financing of the merger consideration for the previously announced acquisition (the “Caraustar Acquisition”) of Paperboard Parent, Inc. (“Paperboard”), the parent company of Caraustar Industries, Inc., by Greif. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1, which is incorporated herein by reference.

The Notes and the related guarantees will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

In connection with the Notes offering, Greif is disclosing certain information regarding Greif, Paperboard and the combined company following the Caraustar Acquisition, including certain historical and pro forma financial information, to potential investors. Pursuant to Regulation FD, Greif is furnishing certain of this information as Exhibit 99.2 to this Current Report on Form 8-K.

We currently expect the Caraustar Acquisition to close in the first quarter of calendar year 2019. The Caraustar Acquisition is, however, subject to customary closing conditions and we cannot guarantee that the Caraustar Acquisition will be completed during this period or at all. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is scheduled to expire, if not extended, at 11:59 p.m. Eastern Time on February 4, 2019.

If the Caraustar Acquisition is completed, following the closing, Greif will be required to prepare and file with the Securities and Exchange Commission (“SEC”) historical financial information of Paperboard, which will be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to public companies, as well as pro forma financial information giving effect to the Caraustar Acquisition on Greif’s financial results for those periods. The historical financial information for Paperboard included in those SEC filings may differ from the historical financial information for Paperboard and pro forma financial information furnished herewith due to the amortization of goodwill and the tax effects thereof, adjustments that may be required as a result of goodwill impairment testing, purchase price allocation adjustments and changes that may be required to present such statements in accordance with GAAP applicable to public companies, and such differences may be material.

The information in this Item 7.01 and the exhibit attached to this Current Report as Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

(d) Exhibits.

Cautions Concerning Forward-Looking Statements

This Current Report on Form 8-K and the information furnished herewith may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Greif’s financing plans and the Caraustar Acquisition and other statements about future expectations, prospects, estimates and other matters that are dependent upon future events or developments. These forward-looking statements may be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “will,” “should,” “could,” “would,” “project,” “continue,” “likely,” and similar expressions, and include statements reflecting future results, trends or guidance, and statements of outlook. All forward-looking statements are based on assumptions, expectations and other information currently available to management. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those forecasted, projected or anticipated, whether expressed or implied. These risks and uncertainties include: the ability to successfully complete the Caraustar Acquisition on a timely basis, including receipt of required regulatory approvals; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; the outcome of any legal proceedings that may be instituted against the parties and others related to the Caraustar Acquisition; the satisfaction of certain conditions to the completion of the Caraustar Acquisition; the conditions of the credit markets and Greif’s ability to issue debt to fund the acquisition on acceptable terms; the impact of indebtedness incurred by Greif in connection with the transaction and the potential impact on the rating of indebtedness of Greif; if the Caraustar Acquisition is completed, the ability to retain the acquired businesses’ customers and employees, the ability to successfully integrate the acquired businesses into Greif’s operations, and the ability to achieve the expected synergies as well as accretion in margins, earnings or cash flow; competitive pressures in Greif’s various lines of business; the risk of non-renewal or a default under one or more key customer or supplier arrangements or changes to the terms of or level of purchases under those arrangements; uncertainties with respect to U.S. tax or trade laws; the effects of any investigation or action by any regulatory authority; and changes in foreign currency rates and the cost of commodities. Greif is subject to additional risks and uncertainties described in its Form 10-K, Form 10-Q and Form 8-K reports and exhibits to those reports. This Form 8-K reflects management’s views as of January 28, 2019. Except to the extent required by applicable law, Greif undertakes no obligation to update or revise any forward-looking statement.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 28, 2019

EXHIBIT 10.1

Execution Version

LIMITED CONSENT AND WAIVER

TO CREDIT AGREEMENT

THIS LIMITED CONSENT AND WAIVER TO CREDIT AGREEMENT, dated as of January 24, 2019 (this “Consent”), is by and among GREIF, INC., a Delaware corporation (the “Company”), the Lenders party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Company, certain Subsidiaries of the Company from time to time party thereto, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Credit Agreement, dated as of November 3, 2016 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);

WHEREAS, on December 20, 2018, Greif Packaging LLC, a Delaware limited liability company and Greif USA II LLC, a Delaware limited liability company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Paperboard Parent, Inc., a Delaware corporation and the parent of Caraustar (as defined below), and a representative of the sellers, pursuant to which the Company will acquire (the “Caraustar Acquisition”) Caraustar Industries, Inc. and its respective subsidiaries (collectively, “Caraustar”) for a purchase price of $1.8 billion in cash, subject to adjustments as set forth in the Merger Agreement;

WHEREAS, the Company has informed the Administrative Agent and the Lenders that it intends to (a) issue and sell up to an aggregate principal amount of senior unsecured notes (the “Notes”) in a public offering or in a Rule 144A or other private placement yielding up to $700.0 million in gross cash proceeds, which Notes will be guaranteed by certain U.S. Subsidiaries of the Company (the “Notes Offering”) and (b) use the net proceeds from the Notes Offering, together with cash on hand and borrowings under the Credit Agreement, to finance the Caraustar Acquisition, repay or otherwise refinance certain existing Indebtedness of the Company and its Subsidiaries and pay related fees and expenses (the Credit Agreement, as the same may be amended or amended and restated in connection with the foregoing, including to, among other things, permit the Caraustar Acquisition and the Notes, the “Credit Agreement Amendment”);

WHEREAS, the Company intends to issue the Notes on or prior to the closing of the Caraustar Acquisition (and prior to any Credit Agreement Amendment) and, as such, should the Notes Offering occur prior to the closing of the Caraustar Acquisition (and prior to any Credit Agreement Amendment), then substantially concurrently with such closing of the Notes Offering, (a) the initial purchasers of the Notes will deposit the net proceeds of the Notes Offering into an escrow account (the “Escrow Account”), (b) the Company will deposit (or cause to be deposited) into the Escrow Account an additional amount in cash, which together with such net proceeds, would be sufficient to pay the full redemption amount, including accrued and unpaid interest, if any, to the extent the Caraustar Acquisition does not occur and the Notes must be redeemed (the deposit of such additional amount, the “Interest Deposit”) and (c) the Company will

grant a security interest in the Escrow Account and the cash proceeds therein to the Note holders to secure the Company’s redemption and other payment obligations in respect of the Notes (the foregoing, the “Notes Escrow Transactions”); and

WHEREAS, the Required Lenders are willing to consent to the Notes Offering and the substantially simultaneous Notes Escrow Transactions, in each case, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

LIMITED CONSENT AND WAIVER

1.1    Limited Consent to Note Issuance and Escrow. Upon the Consent Effective Date and notwithstanding applicable terms and provisions of the Credit Agreement and the other Loan Documents to the contrary, for the period (the “Limited Consent Period”) (a) commencing as of the Consent Effective Date and (b) ending as of the earlier of (i) the date that the Notes are redeemed by the Company following the Company’s notification to the trustee under the indenture under which the Notes are issued that the Caraustar Acquisition will not be consummated or otherwise announce that the Merger Agreement has been terminated (such redemption of the Notes, the “Mandatory Redemption”) and (ii) the effective date of any Credit Agreement Amendment executed and delivered in connection with the consummation of the Caraustar Acquisition, the Administrative Agent and the Lenders party hereto hereby (A) consent to the Company and its Subsidiaries undertaking the Notes Offering, making the Interest Deposit and effecting the Notes Escrow Transactions, (B) consent to the Company granting a first priority security interest in the Escrow Account and the cash proceeds therein to the Note holders (and using such proceeds during the Limited Consent Period to make interest payments under the Notes), and (C) otherwise grant a limited waiver of the terms and provisions of the Loan Documents that would otherwise prohibit or otherwise restrict the Company and its Subsidiaries from undertaking the Notes offering and making interest payments thereunder and effecting the Notes Escrow Transactions (including, for the avoidance of doubt, any breach of any provision of Article VII of the Credit Agreement that would otherwise result from any of the foregoing); provided that the Company acknowledges and agrees that (x) none of the terms and conditions relating to the Escrow Account (as in effect on the date of the initial deposit of proceeds of the Notes) may be amended, modified or otherwise waived in a manner that is materially adverse to the interest of the Lenders unless consented to by the Administrative Agent and the Required Lenders (and any such amendment, modification or waiver without such consent shall constitute an Event of Default under the Credit Agreement), (y) subject to Section 1.3, with this Consent, the Administrative Agent and the Lenders are not committing to enter into any Credit Agreement Amendment and/or any other amendment, modification, or waiver of the Credit Agreement and the terms and provisions thereof, which shall in any case be subject to the discretion and approval of Administrative Agent and each Lender and (z) upon the expiration of the Limited Consent Period, to the extent the Loan Parties, the Administrative Agent and the Lenders have not negotiated the Credit Agreement Amendment to execution, (i) the Company shall redeem (or cause the redemption of) the Notes in full with the proceeds from the Escrow Amount and (ii) to the extent the Notes are not so redeemed in accordance with the term thereof pursuant to clause (i) upon such expiration of the Limited Consent Period, notwithstanding the waiver and consent set forth in this Section, it shall be deemed to be an Event of Default, and the Administrative Agent and the Lenders shall have the right to exercise any and all of their rights and remedies in accordance with the terms of the Credit Agreement and the other Loan Documents with respect to such Event of Default or any other Default or Event of Default related thereto immediately and without any further passage of time.

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1.2    Effectiveness of Consent. This Consent shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of Default of which the Lenders have not been informed by the Company or any of the other Loan Parties or (b) affect the right of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the Loan Documents, except as specifically agreed and otherwise consented to by this Consent.

1.3    Commitment Letter. Notwithstanding anything to the contrary herein, nothing in this Consent shall be deemed to be an amendment of the terms of, or a release or waiver of any rights of the Company under, that certain Amended and Restated Commitment Letter, dated as of January 14, 2019 (including the annexes attached thereto, the “Commitment Letter”), from certain of the Lenders and the other financial institutions party thereto (collectively, the “Commitment Parties”) to the Company, or to relieve any of the Commitment Parties of their obligations thereunder, all of which remain outstanding.

ARTICLE II

EFFECTIVENESS

This Consent shall become effective as of the day and year set forth above (the “Consent Effective Date”) upon receipt by the Administrative Agent of a copy of this Consent, duly executed by the Company and the Required Lenders.

ARTICLE III

MISCELLANEOUS

3.1    Terms of Loan Documents. On and after the Consent Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as modified by this Consent. Except as specifically modified hereby or otherwise consented, the Loan Documents are hereby ratified and confirmed and shall remain in full force and effect according to their respective terms.

3.2    Representations and Warranties. The Company represents and warrants as follows:

(a)    The Company has the corporate power and authority to execute and deliver this Consent and to perform its obligations hereunder and has taken all necessary action to authorize the execution, delivery and performance by it of this Consent. The Company has duly executed and delivered this Consent, and it constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

(b)    After giving effect to this Consent, no Default or Event of Default exists.

3.3    Loan Document. This Consent shall constitute a Loan Document under the terms of the Credit Agreement.

3.4    Expenses. The Company agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Consent, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

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3.5    Entirety. Subject to Section 1.3, this Consent and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.6    Counterparts; Telecopy. This Consent may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Consent or any other document required to be delivered hereunder, by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Consent. Without limiting the foregoing, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.

3.7    GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

3.8    Successors and Assigns. This Consent shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.9    Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 10.14 and 10.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have caused this Consent to be duly executed on the date first above written.

EXHIBIT 99.1

Press Release: Greif, Inc. Announces Proposed Offering of $500 Million of Senior Notes Due 2027

Greif, Inc. (NYSE: GEF, GEF.B) (“Greif”) today announced the commencement of a private offering of $500 million aggregate principal amount of senior notes due 2027 (the “Notes”), subject to market and other conditions. The offering of the Notes is part of the financing of the merger consideration for the previously announced acquisition (the “Caraustar Acquisition”) of Paperboard Parent, Inc., the parent company of Caraustar Industries, Inc. (collectively, “Caraustar”).

Greif intends to use the net proceeds from the offering of the Notes, together with borrowings under new senior secured credit facilities that it expects to enter into on the date the Caraustar Acquisition closes, to fund the merger consideration of the Caraustar Acquisition, redeem the $250.0 million aggregate principal amount of its 7.75% senior unsecured notes due August 1, 2019, repay outstanding borrowings under its existing senior secured credit facilities and pay related fees and expenses.

The Caraustar Acquisition has not been completed as of the date of this press release and is subject to customary closing conditions. The Notes offering is not conditioned upon the completion of the Caraustar Acquisition, but Greif will be required to redeem the Notes if the Caraustar Acquisition is not completed.

The Notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell the securities described herein. There shall not be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Greif

Greif is a global leader in industrial packaging products and services and is pursuing its vision: in industrial packaging, be the best performing customer service company in the world. The company produces steel, plastic and fibre drums, intermediate bulk containers, reconditioned containers, flexible products, containerboard and packaging accessories and provides filling, packaging and other services for a wide range of industries. Greif also manages timber properties in the southeastern United States. The company is strategically positioned in over 40 countries to serve global as well as regional customers.

Cautions Concerning Forward-Looking Statements

This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Greif’s financing plans and the Caraustar Acquisition and other statements about future expectations, prospects, estimates and other matters that are dependent upon future events or developments. These forward-looking statements may be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “will,” “should,” “could,” “would,” “project,” “continue,” “likely,” and similar expressions, and include statements reflecting future results, trends or guidance, and statements of outlook. All forward-looking statements are based on assumptions, expectations and other information currently available to management. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those forecasted, projected or anticipated, whether expressed or implied. These risks and uncertainties include: the ability to successfully complete the Caraustar Acquisition on a timely basis, including receipt of required regulatory approvals; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; the outcome of any legal proceedings that may be instituted against the parties and others related to the Caraustar Acquisition; the satisfaction of certain conditions to the completion of the Caraustar Acquisition; the conditions of the credit markets and Greif’s ability to issue debt to fund the Caraustar Acquisition on acceptable terms; the impact of indebtedness incurred by Greif in connection with the transaction and the potential impact on the rating of indebtedness of Greif; if the Caraustar Acquisition is completed, the ability to retain the acquired businesses’ customers and employees, the ability to successfully integrate the acquired businesses into Greif’s operations, and the ability to achieve the expected synergies as well as accretion in margins, earnings or cash flow; competitive pressures in Greif’s various lines of business; the risk of non-renewal or a default under one or more key customer or supplier arrangements or changes to the terms of or level of purchases under those arrangements; uncertainties with respect to U.S. tax or trade laws; the effects of any investigation or action by any regulatory authority; and changes in foreign currency rates and the cost of commodities. Greif is subject to additional risks and uncertainties described in its Form 10-K, Form 10-Q and Form 8-K reports and exhibits to those reports. This communication reflects management’s views as of January 28, 2019. Except to the extent required by applicable law, Greif undertakes no obligation to update or revise any forward-looking statement.

For more information, please refer to the contacts below:

Investors: Matt Eichmann, Vice President, Investor Relations & Corporate Communications, 740-549-6067

EXHIBIT 99.2

Certain Information Provided to Potential Investors in Notes Offering

January 28, 2019

In connection with the Notes offering described in the accompanying Form 8-K, Greif, Inc. (“Greif”) is disclosing certain information to potential investors in an offering memorandum. Excerpts of certain of the information included in the offering memorandum are being furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.

This information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

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NON-GAAP FINANCIAL MEASURES

We have included and incorporated by reference certain financial measures in this offering memorandum that have not been prepared in a manner that complies with GAAP, including Greif EBITDA, Greif EBITDA by segment, Greif EBITDA Before Special Items, Paperboard Adjusted EBITDA, Greif Free Cash Flow, excluding additional U.S. pension contribution, Paperboard Free Cash Flow, Greif Net Debt, Pro Forma Combined Adjusted EBITDA and Pro Forma Combined Adjusted EBITDA (including synergies). Paperboard’s measurements of EBITDA and Free Cash Flow as presented in this offering memorandum are defined differently from our measurements of EBITDA and Free Cash Flow, respectively, and therefore may not be comparable to these or other similarly titled measures used by us.

We provide these non-GAAP measures to assist investors in evaluating our and Paperboard’s historical and ongoing operations and believe they may be useful to enable investors to perform meaningful comparisons of historical and current performance. These measures may also be considered by debt holders and investors as an indicator of our ability to generate cash flow. These measures should not be considered an alternative or substitute for, and should not be considered superior to or in isolation from, any of our or Paperboard’s GAAP financial measures. Accordingly, users of this financial information should not place undue reliance on the non-GAAP information.

Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Greif” for definitions and reconciliations of Greif’s EBITDA and EBITDA by segment. Refer to “Summary — Summary Historical Consolidated Financial Data of Greif”, “Summary – Summary Historical Consolidated Financial Data of Paperboard” and “Summary — Summary Unaudited Pro Forma Condensed Financial Information” for definitions and reconciliations of all other non-GAAP measures.

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BASIS OF PRESENTATION

In this offering memorandum, unless otherwise specified or the context requires otherwise:

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This offering memorandum and the documents incorporated by reference herein contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions, and include statements reflecting future results, trends or guidance and statements of outlook. All forward-looking statements are based on assumptions, expectations and other information currently available to management, and speak only as of the date the statements are made. Although we believe that the expectations reflected in forward-looking statements have a reasonable basis, we can give no assurance that these expectations will prove to be correct. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those forecasted, projected or anticipated, whether expressed or implied.

Factors that could cause actual results to differ materially from our expectations include the following:

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In addition, the following factors related to the pending Caraustar Acquisition could cause actual results to differ materially from our expectations:

We are subject to additional risks and uncertainties described under “Risk Factors”. Many of the important factors that will determine these results are beyond our ability to control or predict. You are cautioned not to put undue reliance on any forward-looking statements, which speak only as of the date of the document in which it is made. Except as otherwise required by law, we do not assume any obligation to publicly update or release any revision to these forward-looking statements to reflect events or circumstances after the date of the document in which it is made or to reflect the occurrence of unanticipated events.

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Risk Factors Related to the Caraustar Transactions

The Caraustar Acquisition Is Subject to Closing Conditions, including Receipt of Regulatory Approvals that May Not Be Granted or that May be Conditioned upon Compliance with Unanticipated or Onerous Conditions. The Closing Conditions May Not be Satisfied or the Merger Agreement may be Terminated, and Failure to Complete the Caraustar Acquisition Could Have Material and Adverse Effects on Greif.

On December 20, 2018, two of our subsidiaries entered into the Merger Agreement with Paperboard pursuant to which we will acquire Paperboard and its subsidiaries, including Caraustar, for a purchase price of $1.8 billion, subject to purchase price adjustments as set forth in the Merger Agreement. Although we currently expect the Caraustar Acquisition to close in the first quarter of calendar year 2019, subject to regulatory approvals and customary closing conditions, we cannot assure you that the Caraustar Acquisition will be completed in accordance with the anticipated timing or at all.

Before the Caraustar Acquisition may be completed, the applicable waiting period must expire under the HSR Act and there must be no applicable law or governmental order prohibiting the closing of the transaction. We cannot assure you that the HSR period will expire on a timely basis or that additional consents, orders, clearances and/or approvals will not be required. Regulatory agencies may refuse to approve the Caraustar Acquisition or seek to make their approval subject to compliance with unanticipated or onerous conditions. These conditions could have the effect, among other things, of imposing significant additional costs, limiting our revenues, requiring divestitures of material assets or imposing other operating restrictions, any of which may reduce the anticipated benefits of, or prevent the completion of, the Caraustar Acquisition. Also, either we, through our applicable subsidiary, or Paperboard may terminate the Merger Agreement if the closing has not occurred on or before the Outside Date (subject to the terms and conditions of the Merger Agreement).

If the Caraustar Acquisition is not completed on a timely basis, or at all, our ongoing business may be adversely affected. Similarly, delays in the completion of the Caraustar Acquisition could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Caraustar Acquisition and cause us not to realize some or all of the benefits that we expect to achieve if the Caraustar Acquisition is successfully completed within its expected timeframe.

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Combining Greif and Caraustar May Be More Difficult, Costly or Time Consuming Than Expected and the Anticipated Synergies and Benefits of the Caraustar Acquisition May Not Be Realized in the Timeframe We Expect or At All.

Prior to the completion of the Caraustar Acquisition, we and Caraustar have operated independently. As a combined company, we expect the Caraustar Acquisition to result in a significant amount of synergies and other financial and operational benefits. We have estimated that we will be able to achieve annual run rate cost savings of approximately $45.0 million by the end of the third fiscal year following the Caraustar Acquisition as result of these and other initiatives. See “Summary—Summary Unaudited Pro Forma Condensed Financial Information”. However, we may be unable to realize these synergies or other benefits in the timeframe that we expect or at all. We continue to assess synergies and anticipated cost savings that we may realize as a combined company, the realization of which will depend on a number of factors. The success of the Caraustar Acquisition, including anticipated synergies, benefits and cost savings, will depend, in part, on our ability to successfully combine and integrate our current operations with Caraustar’s business. It is possible that the integration process could result in higher than expected costs, diversion of management attention, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with customers, suppliers, vendors and employees or to achieve the anticipated benefits and cost savings of the Caraustar Acquisition. If we experience difficulties with the integration process or other unforeseen costs, the anticipated benefits and cost savings of the Caraustar Acquisition may not be realized fully or at all, or may take longer to realize than expected. Even if we are able to execute this transition successfully, this may not result in the full realization of the cost savings and synergies that we currently expect, either within the expected time frame, or at all. Management continues to refine its integration plan. The integration planning and implementation process will result in significant costs and divert management attention and resources. These integration matters could have an adverse effect on the combined company for an undetermined period after completion of the Caraustar Acquisition. In addition, the actual cost savings of the Caraustar Acquisition could be less than anticipated, or otherwise offset by other factors. Greif EBITDA, Greif EBITDA Before Special Items, Pro Forma Combined Adjusted EBITDA and Pro Forma Combined Adjusted EBITDA (including synergies) do not reflect the significant costs we expect to incur in order to achieve such cost savings, and we cannot assure you that such costs will not be materially higher than presently contemplated, as such costs are difficult to estimate accurately. If our cost savings are less than our estimates or our cost savings initiatives adversely affect our business or cost more or take longer to implement than we project, or if our assumptions prove to be inaccurate, our results could be lower than we anticipate.

In addition, the combined company will incur a number of non-recurring costs associated with the Caraustar Transaction and the related Caraustar integration process. One-time costs to achieve the anticipated cost savings are estimated to be $77.0 million over three years following closing. We also will incur substantial transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Caraustar Acquisition and the integration of the two companies’ businesses. Any elimination of duplicative costs, or the realization of any other efficiencies related to the integration of the businesses, may not offset integration-related costs or may not be achieved in the near term, or at all.

We are dependent on the experience and industry knowledge of our officers and other key employees to execute our business plan. Our success after the Caraustar Acquisition will depend in part upon our ability to retain key management and sales personnel and other key employees of both Greif and Caraustar. Current and prospective employees may experience uncertainty about their future roles with us following the Caraustar Acquisition, which may materially adversely affect our ability to attract and retain key personnel. Accordingly, we cannot assure you that we will be able to retain key management and sales personnel and other key employees.

Events outside of our control, including operating changes or regulatory changes, could also adversely affect our ability to realize the anticipated benefits and cost savings from the Caraustar Acquisition. Thus,

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the integration may be unpredictable, or subject to delays or changed circumstances, and the combined company may not perform in accordance with our expectations. Accordingly, you should not place undue reliance on our anticipated synergies, benefits or cost savings.

Acquiring Caraustar Will Substantially Increase the Scale of the Combined Company, Which Will Change the Nature and Increase the Magnitude of the Risks to Which We Are Subject.

Caraustar is a large and complex company that will add significantly to the size and scale of our operations upon closing of the Caraustar Acquisition. In addition, the Caraustar Acquisition will provide us with an entry into the production and sale of products similar to our existing products, but a business line in which we have not previously engaged, which may be more challenging to integrate and manage than we anticipate. The Caraustar Acquisition will be the largest acquisition in our company’s history (as measured by purchase price, total net sales, and assets acquired). As a result, the risks that Caraustar faces, including those related to economic and industry factors, trends in customer and end-user businesses, competitive conditions, regulatory environment, customer and supplier relationships and availability and cost of raw materials, energy and other supplies, may impact the combined company in a manner that differs from our historical experience and we cannot assure you that we will be able to effectively manage these risks. We also may have failed to identify all the risks to which the Caraustar Acquisition may expose us or the effects it may have on the long-term value of the combined company.

The Incurrence of Indebtedness to Fund the Caraustar Acquisition May Impact Our Financial Position and Subject Us to Additional Financial and Operating Restrictions.

In connection with the Caraustar Acquisition, we expect to incur a substantial amount of additional indebtedness under the Debt Financing, including the Notes being offered hereby, which may result in substantially higher borrowing costs. Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. The combined company may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

The incurrence of indebtedness contemplated by the Debt Financing will subject us to financial and operating covenants, which may limit our flexibility in responding to our business needs. If we are not able to maintain compliance with stated financial covenants or if we breach other covenants in any debt agreement, related to the New Senior Secured Credit Facilities or otherwise, we could be in default under such agreement. Such a default could allow our creditors to accelerate the related indebtedness and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies.

Our overall leverage and terms of our financing could, among other things:

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Our Actual Financial Position and Results of Operations May Differ Materially from the Unaudited Pro Forma Condensed Combined Financial Information Included in This Offering Memorandum.

The unaudited pro forma condensed combined financial information included in this offering memorandum is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Caraustar Acquisition been completed on the dates indicated. This information reflects adjustments, which are based upon preliminary estimates, to allocate the consideration paid in connection with the Caraustar Acquisition to Paperboard’s identifiable net assets. The allocation reflected in this offering memorandum is preliminary, and final allocation of the consideration will be based upon the final purchase price paid in the Caraustar Acquisition (which will depend upon, among other things, the net working capital and financing adjustments to the purchase price contemplated by the Merger Agreement), the terms of the Debt Financing and the fair value of the assets and liabilities Paperboard as of the date of the completion of the Caraustar Acquisition. In addition, subsequent to the Acquisition Closing Date, there may be further refinements of the allocation as additional information becomes available. Accordingly, the final accounting adjustments related to the consideration paid in connection with the Caraustar Acquisition may differ materially from the pro forma adjustments reflected herein. See “Unaudited Pro Forma Condensed Combined Financial Information” and the accompanying notes.

Moreover, the unaudited pro forma combined financial statements included in this offering memorandum are based on the historical financial data of Paperboard for the twelve-month period ended September 30, 2018. Following the closing of the Caraustar Acquisition, we will be required to prepare and file with the SEC historical financial information of Paperboard, which will be prepared in accordance with GAAP applicable to public companies, as well as pro forma financial information based thereon that is prepared in compliance with SEC rules. The historical financial information for Paperboard and pro forma financial information included in those SEC filings may differ from the historical financial information for Paperboard and pro forma financial information included in this offering memorandum due to the amortization of goodwill and the tax effects thereof, adjustments that may be required as a result of goodwill impairment testing, purchase price allocation adjustments and changes that may be required to present such statements in accordance with GAAP applicable to public companies, and such differences may be material.

Prior to the Caraustar Acquisition, Paperboard Was a Privately-Held Company and Its New Obligations Of Being a Part Of a Public Company May Require Significant Resources and Management Attention.

Upon the closing of the Caraustar Acquisition, Paperboard and its subsidiaries (including Caraustar) will become subsidiaries of Greif, and will need to comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations subsequently implemented by the SEC and other regulatory bodies. As a private company, Paperboard’s internal controls were not designed to be in compliance with Sarbanes-Oxley or any other public company requirements. We will need to ensure that Paperboard establishes and maintains effective disclosure controls as well as internal controls and procedures for financial reporting, and such compliance efforts may be costly and may divert the attention of management.

In the past, Paperboard identified material weaknesses in the adequacy of its internal controls and, as discussed above, we have reported material weaknesses in the adequacy of our internal controls. We cannot assure you that, in the future, material weaknesses will not be identified that would cause management to change its current conclusion as to the effectiveness of the combined company’s internal controls. If we fail to maintain effective internal controls, we could report material weaknesses in the future, which would indicate that there is a reasonable possibility that our financial statements do not accurately reflect our financial condition.

The Announcement and Pendency of the Caraustar Acquisition Could Adversely Affect Caraustar’s Business, Financial Condition and Results of Operations.

The announcement and pendency of the Caraustar Acquisition could disrupt Caraustar’s business and create uncertainty about it, which could have an adverse effect on Caraustar’s business, financial

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condition and results of operations, regardless of whether the Caraustar Acquisition is completed. These risks to Caraustar’s business, all of which could be exacerbated by a delay in the completion of the Caraustar Acquisition, include:

Greif and Caraustar’s Important Business Relationships May Be Disrupted Due to Uncertainties Associated With the Caraustar Acquisition, Which Could Adversely Affect Greif’s and Caraustar’s Business, Respectively.

Some of the parties with which Greif and Caraustar do business may be uncertain about their business relationships with the combined company as a result of the proposed Caraustar Acquisition. For example, customers, resellers, suppliers, vendors and others may attempt to negotiate changes in their existing business relationships with Caraustar or Greif, respectively, or they may consider entering into alternative business relationships with other parties. Some of Caraustar’s customers, resellers, suppliers, vendors and others may have rights to terminate contracts that are triggered upon completion of the proposed Caraustar Acquisition. These disruptions could have an adverse effect on Caraustar’s or Greif’s businesses, financial condition or results of operations, or the prospects of the combined company. Any delay in completion of the Caraustar Acquisition or termination of the Merger Agreement could exacerbate these risks and adverse effects.

Under the terms of the Merger Agreement, Paperboard and its subsidiaries, including Caraustar, are subject to certain restrictions on the conduct of their business prior to completing the Caraustar Acquisition, which may adversely affect their ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets or incur capital expenditures over a certain amount. These limitations could adversely affect Caraustar’s business and operations prior to the completion of the Caraustar Acquisition.

The Caraustar Acquisition May Expose Us to Unanticipated Liabilities.

Notwithstanding the due diligence that we conducted prior to entering into the Merger Agreement, we cannot assure you that we will not be exposed to liabilities following closing of the Caraustar Acquisition that materially exceed our expectations. The Merger Agreement does not provide us with post-closing indemnification rights for breaches of representations, warranties or covenants by Paperboard, so if we are exposed to liabilities as a result of such breaches that are not otherwise covered by the representation and warranty insurance that we have obtained, we will not have recourse against the existing shareholders of Paperboard. In addition, it is possible that adverse events will occur prior to closing of the Caraustar Acquisition that could result in the representations and warranties of Paperboard in the Merger Agreement no longer being accurate or that otherwise create unanticipated liabilities, but we would still be required to complete the transaction so long as the closing conditions in the Merger Agreement were satisfied.

*****

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On December 20, 2018, two subsidiaries of Greif, Inc. (the “Company” and, together with its subsidiaries, “Greif” or “we”), Greif Packaging LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Buyer”), and Greif USA II LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“MergerSub”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Paperboard Parent, Inc., a Delaware corporation (“Paperboard Parent” and, together with its subsidiaries, “Paperboard”), and Peach Representative LLC, a Delaware limited liability company, solely in its capacity as the sellers’ representative, pursuant to which Buyer will acquire Paperboard pursuant to a transaction in which MergerSub will merge with and into Paperboard Parent, with Paperboard Parent surviving the merger as the surviving corporation (the “Caraustar Acquisition”). As a result of the Caraustar Acquisition, the Company will acquire Caraustar Industries, Inc. (“Caraustar”), a wholly owned subsidiary of Paperboard Parent, for a purchase price of $1.8 billion, subject to certain adjustments as set forth in the Merger Agreement. We refer to the closing date of the Caraustar Acquisition as the “Acquisition Closing Date”.

We expect to finance the purchase price payable in connection with the Caraustar Acquisition with the proceeds of unsecured senior notes issued by the Company on or prior to the Acquisition Closing Date (the “Notes”) and a portion of the borrowings under the new senior secured credit facilities described below (the “New Senior Secured Credit Facilities”), including borrowings of $205.0 million under the New Senior Secured Revolving Facility described below.

On the Acquisition Closing Date, we expect to amend and restate the credit agreement governing our existing senior secured credit facilities (our “Existing Senior Secured Credit Facilities”) to establish New Senior Secured Credit Facilities consisting of:

However, in the event we are not able to issue the Notes and obtain the New Senior Secured Credit Facilities on the terms and in the amounts we anticipate, we expect to finance the Caraustar Acquisition and the related financing transactions described herein (collectively, the “Caraustar Transactions”) with borrowings under the Bridge Facility and the New Senior Secured Credit Facilities for which lenders have provided commitments under the Commitment Letter described below.

On January 14, 2019, the Company entered into an amended and restated commitment letter (the “Commitment Letter”) with Wells Fargo Bank, National Association, Wells Fargo Securities LLC, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and Bank of America, N.A., in their capacities as initial lenders, and certain other financial institutions (collectively, the “Commitment Parties”). Pursuant to and subject to the terms and conditions set forth in the Commitment Letter, the Commitment Parties (and, in the case of the Bridge Facility, such affiliates of the initial purchasers) have committed to provide:

(a)    (i) an incremental senior secured term loan facility in an aggregate principal amount of up to $1,200.0 million if certain backstopped amendments to the Company’s Existing Senior Secured Credit Facilities are obtained, including amendments to provide for the utilization of a portion of the revolving credit facility thereunder for part of the purchase price of the Caraustar Acquisition and certain other amendments as more fully set forth in the Commitment Letter, or (ii) if such backstopped amendments to the Company’s Existing Senior Secured Credit Facilities are not obtained, a senior

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secured revolving credit facility in an aggregate principal amount of up to $800.0 million and a new term loan facility in an aggregate principal amount of up to $1,437.5 million; and

(b)    a senior unsecured bridge facility (the “Bridge Facility”) in an aggregate principal amount of up to $700.0 million, which may be made available on the Acquisition Closing Date.

Funding of the New Senior Secured Credit Facilities and the Bridge Facility is contingent upon the satisfaction of the conditions set forth in the Commitment Letter, including the Caraustar Acquisition being completed substantially contemporaneously with the initial funding of the New Senior Secured Credit Facilities. The definitive agreements for the New Senior Secured Credit Facilities and the Bridge Facility will contain, among other terms, affirmative covenants, negative covenants, financial covenants and events of default, in each case to be negotiated by the parties consistent with the Commitment Letter. Neither the availability of the New Senior Secured Credit Facilities nor the receipt of any other financing, including the Notes, is a condition to the closing of the Caraustar Acquisition. The proceeds from the New Senior Secured Credit Facilities, together with the proceeds from the Notes and/or Bridge Facility, will be used by Greif to finance the Caraustar Acquisition, to finance the redemption of the Company’s existing 7.75% senior unsecured notes due August 1, 2019 (the “2019 Senior Notes”), to repay the Existing Senior Secured Credit Facilities and to pay related fees and expenses.

Pursuant to the Commitment Letter, the commitments under the Bridge Facility will be reduced by the aggregate principal amount of Notes issued on or prior to the Acquisition Closing Date, and such commitments will terminate on the Acquisition Closing Date whether or not the Bridge Facility is funded. We currently expect to issue the Notes in lieu of any borrowings under the Bridge Facility to finance the Caraustar Transactions; however, if and to the extent we do not issue a sufficient amount of Notes or other Debt Financing at or prior to the Acquisition Closing Date, we expect to borrow under the Bridge Facility in order to finance the Caraustar Acquisition.

We refer to any debt financing (including the New Senior Secured Credit Facilities, the Notes and the Bridge Facility) that we expect to incur to fund the Caraustar Transactions as the “Debt Financing”. Certain of the initial purchasers of the Notes or their affiliates have agreed to act as arrangers, lenders and/or agents as part of the Debt Financing.

The unaudited pro forma condensed combined financial statements show the historical financial positions and results of operations of Greif and Paperboard, and have been prepared to illustrate the effect of the pending Caraustar Acquisition, including pro forma assumptions and adjustments related to the Caraustar Transactions, as described in these accompanying notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial information gives effect to the following:

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Greif expects to use the net proceeds from the Notes, in lieu of any borrowings under the Bridge Facility to finance the Caraustar Transactions. Accordingly, for the purposes of the unaudited pro forma condensed combined financial information, it is assumed that the Bridge Facility will not be funded. As a result, only the immediate write-off of the costs associated with the Bridge Facility is reflected in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information assumes the issuance of Notes in the aggregate principal amount of $500.0 million. If the actual aggregate principal amount of Notes issued were different from this amount, the unaudited pro forma condensed combined financial information would differ accordingly.

The unaudited pro forma condensed combined balance sheet as of October 31, 2018 is presented as if the Caraustar Transactions occurred on October 31, 2018. The unaudited pro forma condensed combined statement of operations is presented as if the Caraustar Transactions occurred on first day of the fiscal period. As Greif and Paperboard have different fiscal year-ends, the Greif statement of operations has been reflected for the year ended October 31, 2018. The Paperboard statement of operations has been reflected for the twelve-month period ended September 30, 2018. The historical consolidated financial information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the Caraustar Transactions and, with respect to the statements of operations only, expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting for business combinations under generally accepted accounting principles of the United States of America (“US GAAP”). Under this method of accounting, Greif is the acquirer and the purchase price for Paperboard is allocated to the underlying assets acquired and liabilities assumed based on their respective fair values with any excess purchase price allocated to goodwill.

Certain reclassifications have been made to the historical financial statements of Paperboard to conform to the presentation in Greif’s financial statements.

A final determination of the fair values of Paperboard’s assets and liabilities, which cannot be made prior to the completion of the Caraustar Acquisition, will be based on the actual net tangible and intangible assets of Paperboard that exist as of the date of completion of the Caraustar Acquisition. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and identifiable intangibles could change materially from those allocations used in the unaudited pro forma condensed combined financial statements presented herein and could result in a material change in amortization of acquired intangible assets.

The pro forma adjustments to the historical financial statements are based on currently available information, and in many cases are based on estimates and preliminary information. The assumptions underlying the pro forma adjustments are described in the accompanying notes to these unaudited pro forma financial statements. The Company believes such assumptions are reasonable under the circumstances and reflect the best currently available estimates and judgments. The pro forma adjustments also give effect to the impact of events that are (i) directly attributable to the Caraustar Transactions, (ii) factually supportable, and (iii) with respect to the unaudited pro forma statement of operations, expected to have a continuing impact on the consolidated Greif results.

In connection with the plan to integrate the operations of Greif and Paperboard following the completion of the Caraustar Acquisition, Greif anticipates that nonrecurring charges, such as costs associated with systems implementation, severance and other costs related to exit or disposal activities, will be incurred. Greif is not able to determine the timing, nature and amount of these charges as of the date of this offering memorandum. However, these charges will affect the results of operations of Greif and Paperboard, as well as those of the combined company following the completion of the Caraustar Acquisition, in the period in which they are recorded. The unaudited pro forma condensed combined

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statements of earnings do not include the effects of the costs associated with any restructuring or integration activities resulting from the Caraustar Acquisition, as they are nonrecurring in nature and not factually supportable at this time. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the integration of Greif and Paperboard. The unaudited pro forma condensed combined financial statements do not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to these transactions, nor do they reflect any costs or expenditures that may be required to achieve any possible synergies.

The actual amounts recorded as of the completion of the Caraustar Transactions may differ materially from the information presented in these unaudited pro forma condensed combined financial statements as a result of:

The unaudited pro forma condensed combined financial statements are provided for informational purposes only. The unaudited pro forma condensed combined financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the Caraustar Transactions been completed as of the date indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial statements and related adjustments required management to make certain assumptions and estimates. See “Risk Factors — Risk Factors Related to the Caraustar Transactions — Our Actual Financial Position and Results of Operations May Differ Materially from the Unaudited Pro Forma Condensed Combined Financial Information Included in This Offering Memorandum”. The unaudited pro forma condensed combined financial statements should be read together with:

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Greif, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income

For the Twelve Months Ended October 31, 2018

25

Greif, Inc.

Unaudited Pro Forma Condensed Combined Statement of Financial Position

As of October 31, 2018

26

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Note 1 — Basis of Presentation

The unaudited pro forma condensed combined financial statements show the historical financial positions and results of operations of Greif and Paperboard, and have been prepared to illustrate the effect of the pending Caraustar Acquisition, including pro forma assumptions and adjustments related to the Caraustar Acquisition and contemporaneous financing transactions (collectively, the “Caraustar Transaction”), as described in these accompanying notes to the unaudited pro forma condensed combined financial statements.

The Caraustar Acquisition is being accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”), and using the fair value concepts defined in ASC Topic 820, “Fair Value Measurements” (“ASC 820”). ASC 820 defines the term “fair value” and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop fair value measures. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. This is an exit price concept for the valuation of the asset or liability. In addition, market participant are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Under ASC 805, all assets acquired and liabilities assumed are recorded at their acquisition date fair value.

The allocation of the purchase price as reflected in the unaudited pro forma combined financial information is based upon management’s preliminary estimates of the fair market value of the assets acquired and liabilities assumed, as if the Caraustar Acquisition had occurred on the above dates. This allocation of the purchase price depends upon certain estimates and assumptions, all of which are preliminary and, in some instances, are incomplete and have been made solely for the purpose of developing the unaudited pro forma combined financial information. Any adjustments to the preliminary estimated fair value amounts could have a significant impact on the unaudited pro forma combined financial information contained herein, and our future results of operations and financial position.

Assets acquired and liabilities assumed in a business combination that arise from contingencies must be recognized at fair value if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Contingencies” (“ASC 450”). If the fair value is not determinable and the ASC 450 criteria are not met, no asset or liability would be recognized. At this time, to the extent they exist, management does not have sufficient information to determine the fair value of contingencies of Paperboard to be acquired. If information becomes available which would permit management to determine the fair value of these acquired contingencies, these amounts will be adjusted in accordance with ASC 820.

The unaudited pro forma condensed combined balance sheet as of October 31, 2018 is presented as if the Caraustar Transactions occurred on October 31, 2018. The unaudited pro forma condensed combined statement of operations is presented as if the Caraustar Transactions occurred on November 1, 2017. As Greif and Paperboard have different fiscal year-ends, the Greif statement of operations has been reflected for the year ended October 31, 2018. The Paperboard statement of operations has been reflected for the twelve- month period ended September 30, 2018. The historical consolidated financial information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the Caraustar Transactions and, with respect to the statements of operations only, expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma condensed combined balance sheet gives effect to the Caraustar Acquisition as if the Caraustar Acquisition occurred on October 31, 2018. The pro forma adjustments to reflect the acquired assets and assumed liabilities of Paperboard are based on the fair value of Paperboard assets and liabilities

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as of September 30, 2018, which is the last day of the third quarter of Paperboard’s 2018 fiscal year. Given the proximity of these balance sheet dates, no adjustment was deemed necessary to align these dates in the presentation of the unaudited pro forma condensed combined balance sheet. Similarly, the unaudited historical Paperboard statement of operations information is based upon the period from October 1, 2017 to September 30, 2018. Management is not aware of any material transactions entered into by Paperboard from October 1, 2018 to October 31, 2018.

Note 2 — Reconciliation of Paperboard’s Unaudited Historical Statements of Operations

Reconciliations of Paperboard’s unaudited historical statement of operations for the twelve-month period ended September 30, 2018 is as follows:

The Paperboard financial information for the twelve-month period ended September 30, 2018 was derived by adding the audited consolidated statement of operations of Paperboard for the year ended December 31, 2017 to the unaudited consolidated statement of operations of Paperboard for the nine months ended September 30, 2018 and deducting the unaudited consolidated statement of operations of Paperboard for the nine months ended September 30, 2017.

The unaudited historical statement of operations of Greif includes certain charges which management believes will not have a continuing impact on the combined business. These have not been removed from the unaudited pro forma condensed combined statement of operations, as they are not directly attributable to the Caraustar Transactions.

Note 3 — Reclassification Adjustments

Acquisition accounting rules require evaluation of certain assumptions, estimates or determination of financial statement classifications which are completed during the measurement period as defined in current accounting standards. Certain balances were reclassified from the Paperboard unaudited combined financial statements so that their presentation would be consistent with that of the Company. These adjustments and reclassifications are based on management’s preliminary analysis. When management completes a final review as required by acquisition accounting rules, additional differences or reclassifications may be identified that, when conformed, could have a material impact on these unaudited pro forma combined financial statements.

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Refer to the table below for a summary of reclassification adjustments made to present Paperboard’s statement of financial position as of September 30, 2018 to conform with that of Greif’s statement of income:

Paperboard Parent, Inc.

Statement of Operations for the

Twelve-Month Period Ended September 30, 2018