Unisource Worldwide, xpedx Reach Merger Agreement

Unisource provides a variety of supply-chain services, including product packaging, fulfillment, paper and print management, logistics and facilities supplies. It has more than 12 million square feet of supply-chain capacity and a fleet of trucks at some 85 warehouse locations across North America. Xpedx, a subsidiary of International Paper, is a business-to-business distributor of packaging, facility and printing supplies. Scheduled to close in mid-2014, subject to certain conditions, the merger will create a company with projected annual revenue in the range of $9bn to $10bn, and have approximately 9,500 employees across more than 170 distribution centers in North America. International Paper will contribute the assets of xpedx to a newly formed, wholly owned subsidiary, xpedx Holding Co., in exchange for stock of the subsidiary, a $400m cash payment financed with new debt in the new company's capital structure, and a possible additional cash payment based on an "earn-out" in the sixth year after closing. The subsidiary will be spun into a new company.

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