EX-99.13 CONSENT OF GOLDMAN, SACHS & CO.
Published on November 29, 2007
Exhibit 99.13
Goldman,
Sachs & Co. | 85 Broad Street | New York, New York 10004
Tel: 212-902-1000 | Fax: 212-902-3000
Tel: 212-902-1000 | Fax: 212-902-3000
November 29, 2007
Board of Directors
Graphic Packaging Corporation
814 Livingston Court SE
Marietta, GA 30067
Graphic Packaging Corporation
814 Livingston Court SE
Marietta, GA 30067
Re: | Amendment No. 2 to Registration Statement on Form S-4 of New Giant Corporation (File No. 333-145849), Dated November 29, 2007, Relating to its Common Stock |
Gentlemen:
Reference is made to our opinion letter, dated July 9, 2007, with respect to the fairness from a
financial point of view to Graphic Packaging Corporation (the Company) of the 139,445,038 shares
of common stock, par value $0.01 per share, of New Giant Corporation, a wholly owned subsidiary of
the Company (Newco), to be issued in the aggregate in exchange for 100% of the outstanding equity
interests (the Altivity Equity Interests) in Bluegrass Container Holdings, LLC (Altivity)
pursuant to the Transaction Agreement and Agreement and Plan of Merger, dated as of July 9, 2007
(the Agreement), by and among the Company, Altivity, TPG Bluegrass IV, L.P., TPG Bluegrass IV
AIV 2, L.P., TPG Bluegrass V, L.P., TPG Bluegrass V AIV 2, L.P., Field Holdings, Inc., TPG FOF
V-A, L.P., TPG FOF V-B, L.P., BCH Management LLC, certain other holders of Altivity Equity
Interests joining the Agreement as a seller pursuant to Section 5.13 thereof, Newco and Giant
Merger Sub, Inc., a wholly owned subsidiary of Newco.
The foregoing opinion letter is provided for the information and assistance of the Board of
Directors of the Company in connection with its consideration of the transaction contemplated
therein and is not to be used, circulated, quoted or otherwise referred to for any other purpose,
nor is it to be filed with, included in or referred to in whole or in part in any registration
statement, proxy statement or any other document, except in accordance with our prior written
consent. We understand that the Company has determined to include our opinion in the
above-referenced Registration Statement.
In that regard, we hereby consent to the reference to our opinion under the captions SUMMARY
Reasons of Graphic for the Transactions, SUMMARYOpinion of Financial Advisor, THE
TRANSACTIONSBackground of the Transactions, THE TRANSACTIONSReasons for the Transactions and
Recommendation of the Graphic Board of Directors and THE TRANSACTIONSOpinion of Financial
Advisor to Graphic and to the inclusion of the foregoing opinion in the Joint Proxy
Statement/Prospectus included in the above-mentioned Registration Statement. Notwithstanding the
foregoing, it is understood that our consent is being delivered solely in connection with the
filing of the above-mentioned version of the Registration Statement and that our opinion is not to
be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed
with, included in or referred to in whole or in part in any registration statement (including any
subsequent amendments to the above-mentioned Registration Statement), proxy statement or any other
document, except in accordance with our prior written consent. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours, |
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/s/ Goldman, Sachs & Co. | ||||
(GOLDMAN, SACHS & CO.) | ||||