Georgia-Pacific Corp. and Koch Industries Inc. announced they have reached a definitive agreement for Koch Forest Products Inc., a wholly owned Koch subsidiary, to make a $48 per share cash tender offer for all shares of Georgia-Pacific. The transaction has been unanimously approved by the boards of directors of Georgia-Pacific and Koch.

The transaction has an equity value of $13.2 billion and a total enterprise value of $21 billion, including all Georgia-Pacific debt. The price to Georgia-Pacific shareholders represents a premium of 39 percent based on the closing price of Georgia-Pacific common stock in November.

The transaction is not conditioned on financing; debt financing has been secured by Koch through Citigroup.

Koch has confirmed that Georgia-Pacific will be operated as a privately held, wholly owned subsidiary of Koch Industries. Georgia-Pacific will continue to do business worldwide under the Georgia-Pacific name and continue to operate its businesses from its Atlanta headquarters as an independently managed company.

Included in the transaction are all assets of Georgia-Pacific, including its North America and international consumer products segments, as well as its building products, packaging and paper and bleached board segments.

Goldman, Sachs & Co. acted as exclusive financial advisor to Georgia-Pacific; the company's legal counsel are Shearman & Sterling LLP and King & Spalding LLP. Koch's financial advisor is Citigroup Corporate and Investment Banking; its transaction counsel is Latham & Watkins LLP.