Eastman Kodak Company has entered into a definitive agreement to sell its Flexographic Packaging Division to Montagu Private Equity LLP, a private equity firm. After closing, the business will operate as a new standalone company which will develop, manufacture and sell flexographic products, including the flagship Kodak Flexcel NX System, to the packaging print segment.
Under its new ownership, the business will have the same organizational structure, management team and growth culture that has served Kodak’s Flexographic Packaging Division in recent years. Chris Payne, who has served as President of the Flexographic Packaging Division for the last three years, will lead the new company as CEO.
Kodak first announced in August that it had begun a process to sell its Flexographic Packaging Division, saying it had engaged UBS Investment Bank as its financial adviser for the transaction.
Over the past five years, the Flexographic Packaging business has “grown and thrived,” Kodak explains, and has become a “significant player in the packaging print industry.”
“The business will be well-positioned to continue delivering solutions to maintain profitable growth for printers in the packaging sector and remain at the leading edge of flexographic print production,” it says.
Kodak expects to receive total value of up to $390 million, comprised of the following components: (1) base purchase price of $340 million, subject to purchase price adjustments; (2) potential earn-out payments of up to $35 million over the period through 2020 based on achievement by the business of agreed-upon performance metrics; and (3) $15 million payable by Montagu to Kodak at the closing as a prepayment for various services and products to be provided by Kodak to the business post-closing pursuant to commercial agreements, subject to completion of certain pledge and collateral arrangements. The net proceeds from the transaction will be used by Kodak to reduce outstanding term debt.
“This transaction is an important turning point in our transformation and is a significant, positive development for Kodak,” says Jeff Clarke, CEO, Kodak. “The sale of the Flexographic Packaging Division unlocks value for shareholders and strengthens our financial position by providing a meaningful infusion of cash which allows us to reduce debt, improving the capital structure of the Company and enabling greater flexibility to invest in our growth engines.”
The transaction is expected to close in the first half of 2019, subject to the receipt of required regulatory approvals and satisfaction of closing conditions.
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