Illinois Tool Works Sells Packaging Unit to Carlyle for $3.2B

NEW YORK (The Deal) -- Illinois Tool Works (ITW) agreed to sell its industrial packaging segment to Carlyle Group LP for $3.2 billion, the seller announced Thursday.

The transaction comes one year after the seller began evaluating options for the unit.

Glenview, Ill.-based Illinois Tool Works, a producer of engineered fasteners and components, said in February 2013 that it had begun exploring strategic alternatives for the industrial packaging unit. In September, the company's board began a process to sell the unit, which it had expected to conclude by mid-2014.

Illinois tool Works said it engaged JPMorgan Securities LLC and Goldman, Sachs & Co. to advise on a sale of the segment, which includes the Signode, Strapex, Angleboard and Mima brands, among others, and had 2012 revenues of about $2.4 billion.

This sale is part of an ongoing restructuring process at Illinois Tool Works which is planning to consolidate its portfolio of some 800 units down to about 90.

Proceeds from the sale will be used to partially fund the seller's plan to repurchase about 50 million shares by the end of 2014 in order to offset the earnings-per-share dilution associated with this divestiture. As of the end of 2013, the company had repurchased some 14 million shares in conjunction with this plan.

Illinois Tool Works also expects to sell the construction distribution and specialty coatings businesses this year.

The company has been busy making divestitures. It already sold its consumer packaging business in the third quarter of 2012, resulting in a $27 million pre-tax gain.

In the fourth quarter of 2012, it also sold its packaging distribution and welding manufacturing businesses resulting in a pre-tax loss of $19 million and a pre-tax gain of $16 million, respectively.

Also, in the second quarter of 2013, Illinois Tool Works divested one of its transportation related businesses, resulting in a pre-tax loss of $1 million, its machine components business, resulting in a pre-tax gain of $14 million, and its chemical manufacturing unit, resulting in a pre-tax loss of $6 million.

In the third quarter of 2013, the company sold another transportation related business, for a pre-tax loss of $10 million.

Illinois Tool Works' shares closed at $78.12, up 0.7%, about an hour before it disclosed the sale of the industrial packaging unit to Carlyle.

The transaction is expected to close by mid-year.

Illinois Tool Works retained Latham & Watkins LLP's Brad Faris, Mark Gerstein, Timothy FitzSimons, Jason Morelli, Diana Doyle and Jeffrey Tochner as its legal counsel. JPMorgan Securities' Chris Gallea, Chris Ventresca, Mike Macakanaja and Scott Jackson and Goldman Sachs & Co.'s David "Dusty" Philip, Matt Darnall and Edouard Metrailler advised Illinois Tool Works.

Carlyle has secured committed debt financing from J.P. Morgan, Goldman Sachs, Bank of America Merrill Lynch, Barclays, Citigroup and Credit Suisse.

Kirkland & Ellis LLP's William Sorabella, Christopher Torrente and Daniel Michaels represented Carlyle.

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