Exhibit 10.1
COMMON STOCK REPURCHASE
AGREEMENT
THIS COMMON STOCK REPURCHASE
AGREEMENT (this “
Agreement ”) is made as of December 21, 2005 by
and among PCA Holdings LLC, a Delaware limited liability company
(the “ Seller ”), and Packaging Corporation of
America, a Delaware corporation (the “ Company
”).
WHEREAS , the Seller is the owner of 44,098,010 shares
of Common Stock, par value $0.01 per share (the “ Common
Stock ”), of the Company;
WHEREAS , the Seller and the Company have entered into
an Underwriting Agreement, dated as of December 15, 2005 (the
“ Underwriting Agreement ”), with Goldman
Sachs & Co., as representative of the several underwriters
named therein (collectively, the “ Underwriters
”) pursuant to which the Seller has agreed to sell, and the
Underwriters have agreed to purchase, in a firm commitment
underwriting, 17,825,000 shares of Common Stock (which amount
includes 2,325,000 shares of Common Stock purchased by the
Underwriters pursuant to their exercise, in full, of the
over-allotment option) (the “ Secondary Offering
”), at a purchase price of $20.69 per share (representing the
price per share set forth in the Underwriting
Agreement);
WHEREAS , concurrently with the closing of the Secondary
Offering, the Seller desires to sell to the Company, and the
Company desires to buy directly from the Seller an aggregate of
4,500,000 shares of Common Stock (the “ Shares
”); and
WHEREAS , the sale of the Shares by the Seller and the
purchase of the Shares by the Company is conditioned upon the
closing of the Secondary Offering.
NOW, THEREFORE
, in consideration of the mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
Sale of Shares and Closing .
(a)
Sale of the Shares . On the Closing Date, immediately
following the closing of the Secondary Offering, and upon the terms
and conditions set forth in this Agreement, the Seller shall sell,
transfer, and assign to the Company, and deliver certificates
representing, the Shares, and the Company shall purchase from the
Seller, all of the right, title, and interest in and to the
Shares.
(b)
Deliveries by the Company . On the Closing Date, the
Company shall deliver to the Seller (i) a cashier’s
check or wire transfer of immediately available funds to a bank
account designated by the Seller in the amount of $93,105,000,
representing the price per share set forth in the Underwriting
Agreement, and (ii) such other documents relating to the
transactions contemplated by this Agreement as the Seller or its
special counsel may reasonably request.
(c)
Deliveries by the Seller . On the Closing Date, the
Seller shall release the Shares to the Company pursuant to an
executed letter of direction delivered to the Company’s
transfer agent prior to the Closing Date, and (ii) such other
documents relating to the transactions contemplated by this
Agreement as the Company or its special counsel may reasonably
request.
(d)
Company to Cancel Shares . Upon the valid transfer of
the Shares from the Seller to the Company, all certificates
evidencing the Shares shall be cancelled by the Company.
