Cases & Deals

Georgia Gulf merges with PPG Industries' commodity chemicals business in $2.1 billion transaction to form Axiall Corporation

Client(s) Georgia Gulf Corporation

Jones Day advised Georgia Gulf Corporation in its merger with the commodity chemicals division of PPG Industries, Inc. for $2.1 billion resulting in the creation of Axiall Corporation. The terms of the transaction called for PPG forming a new company by separating its commodity chemicals business through a spinoff or split off, and then immediately merging the business with Georgia Gulf or a Georgia Gulf subsidiary in a Reverse Morris Trust transaction. The merger resulted in PPG shareholders receiving approximately 50.5 percent of the shares of the newly merged company, with existing Georgia Gulf shareholders owning approximately 49.5 percent of the newly merged company.

The transaction value of approximately $2.1 billion consisted of $900 million of cash being paid to PPG, approximately $95 million of assumed debt, about $87 million of minority interest, and Georgia Gulf shares received by PPG shareholders valued at $1.0 billion based on Georgia Gulf's closing stock price on July 18, 2012.

In addition to M&A representation, Jones Day provided employee benefits, environmental, labor, tax, real estate, intellectual property, and antitrust advice regarding this transaction.