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Koch to acquire Georgia-Pacific

NEW YORK -- Paper products giant Georgia-Pacific Corp., the maker of Brawny paper towels and Angel Soft tissue, has agreed to be acquired for more than $13 billion by Koch Industries Inc., in a deal that would create the nation's biggest private company.

The $13.2 billion cash deal, disclosed yesterday, also calls for Koch to assume $7.8 billion in Georgia-Pacific debt and would result in the Atlanta-based company becoming a wholly owned subsidiary of Koch.

The deal values GP at $48 per share, a 38.5 percent premium over its closing price of $34.65 Friday on the New York Stock Exchange.

Koch, based in Wichita, Kan., is a commodities conglomerate that operates refineries and pipelines, trades commodities, and manufactures pulp, paper and fibers. With combined annual revenue of some $80 billion from Georgia-Pacific, Koch would surpass food and farm products maker Cargill Inc. as the largest privately held company in the United States. Koch employs more than 30,000 people.

Besides Brawny, Georgia-Pacific's brands include Dixie paper cups and Quilted Northern bath tissue. The company also makes building products such as plywood, lumber, and gypsum wallboard.

The deal marks the first major push into consumer products for Koch, which traces its history to 1927, when Fred C. Koch developed a new method to refine crude oil. Today it operates in diverse fields, from ranching to fertilizer to petroleum processing and asphalt. Chairman and chief executive Charles G. Koch and his brother, David, a company board member and executive vice president, are both worth $4 billion, according to Forbes's ranking of the world's wealthiest people.

The proposed acquisition would be the largest in Koch's history, coming about 18 months after it acquired Invista BV, a nylon fibers business that makes Lycra and Stainmaster, from DuPont Co.

Koch acquired two pulp mills from Georgia Pacific in May 2004, a deal which executives of both companies said provided an introduction and prompted ongoing discussions.

''From the investment we made in Koch Cellulose, that really got us very interested in the entire forest products sector," Joe W. Moeller, Koch's president and chief operating officer, said in a phone interview. ''We see this really as a natural extension for our company and a great platform for growth."

Georgia Pacific CEO A.D. ''Pete" Correll, who faced a mandatory retirement when he turns 65 next April, is expected to join Koch's board and help with the transition. Koch plans to name a new CEO and president of Georgia-Pacific later.

In a telephone interview, Correll said talks on the current deal began in earnest last month and that operating as a private company would allow Georgia-Pacific to invest in areas -- particularly its packaging and building products businesses -- where it has not previously because of concerns Wall Street would not approve of such expenditures.

Had it undertaken such investments, ''we feel that the prospects are very high that our share price would go down," Correll said.

Operating as a private concern also will allow Georgia-Pacific managers to ''avoid the distraction of quarterly reports," better weather the industry's cyclical downturns, and execute strategic decisions much faster, Correll said.

Correll joked that he won't miss quarterly earnings conference calls with analysts, mandatory reporting requirements under the federal Sarbanes-Oxley corporate reform law, ''and 47 other" regulatory requirements.

A Koch unit, Koch Forest Products, will launch a cash tender offer for Georgia-Pacific's outstanding shares by Friday.

Among Georgia-Pacific's debts are asbestos liability claims that remain to be resolved for several more years. The company manufactured gypsum-board products until 1977, and has had hundreds of thousands of claims filed against it over exposure to asbestos fibers, which are carcinogenic.

Georgia-Pacific paid about $200 million last year in asbestos liability claims, but says the number of claims has shrunk from 26,500 in 2004 to fewer than 8,000 so far this year. Koch will handle those liabilities in a similar fashion, Moeller said.

Georgia-Pacific Corp.

Headquarters: Atlanta

What: The world's top maker of paper towels and toilet paper. It is also one of the world's leading manufacturers of packaging, building products, pulp, and related chemicals.

Annual revenue: $20 billion

Employees: 55,000 in North America and Europe

Koch Industries Inc.

Headquarters: Wichita, Kan.

What: The privately owned company has a diverse group of companies engaged in trading, investment and operations. A Koch subsidiary, Invista, is the largest producer of nylon products, including Lycra.

Annual revenue: $60 billion

Employees: 30,000 in about 50 countries

SOURCE: Associated Press

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