This excerpt taken from the LFB 8-K filed Mar 21, 2007.
Item 1.01. Entry into a Material Definitive Agreement.
On March 19, 2007, Longview Fibre Paper and Packaging, Inc. (the Company), a Washington corporation and wholly owned subsidiary of Longview Fibre Company, entered into an Asset Purchase Agreement (the Agreement) with U.S.C. Acquisition Corp., a Delaware corporation and wholly owned subsidiary of U.S. Corrugated, Inc. (U.S.C.). Under the Agreement, U.S.C. will purchase from the Company substantially all of the assets, and will assume substantially all of the liabilities, related to the Companys converted products production facilities located in Amsterdam, New York; Bowling Green, Kentucky; Cedar Rapids, Iowa; Fridley, Minnesota; Grand Forks, North Dakota; Milwaukee, Wisconsin; Seward, Nebraska; and West Springfield, Massachusetts (the Facilities). The purchase price is $80,725,000, subject to working capital adjustments.
The Company has made customary representations and warranties and agreed to customary covenants in the Agreement, including covenants relating to the Companys conduct of its business prior to the closing of the transaction. Under the Agreement, for three years following the closing date, the Company may not (without U.S.C.s prior written consent) manufacture, produce, distribute or sell products in certain parts of the eastern and central United States that are substantially similar to those of the Facilities. The Company will indemnify U.S.C. for certain losses U.S.C. may incur in the event of a breach of the Companys representations and warranties under the Agreement.
The transaction is expected to close in the second quarter and is subject to customary closing conditions. The Company is entitled to the proceeds of a $1,000,000 letter of credit if certain closing conditions are met and the transaction fails to close.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 21, 2007