Georgia-Pacific Corp., the maker of Brawny paper towels and Angel Soft tissue, has agreed to be acquired for more than $13 billion by Koch Industries Inc., the nation's second-biggest private company.

Koch, based in Wichita, is a commodities conglomerate that operates refineries and pipelines, trades commodities, and manufactures pulp, paper and fibers. With annual revenue of $60 billion, it is behind only food and farm products maker Cargill Inc. as the nation's largest private company. Koch, which employs more than 30,000 people, would become the largest in terms of revenue if it completes its deal for Georgia-Pacific, whose brands also include Dixie paper cups and Quilted Northern bath tissue.

The $13.2 billion cash deal announced yesterday also calls for Koch to assume $7.8 billion in Georgia-Pacific debt and would result in the Atlanta-based company becoming a wholly owned subsidiary of Koch. The deal values Georgia-Pacific at $48 per share, a 38.5 percent premium over its closing price of $34.65 Friday.

Koch acquired two pulp mills from Georgia-Pacific in May 2004, a deal that executives of both companies said provided an introduction and prompted ongoing discussions.

Georgia-Pacific chief executive A.D. "Pete" Correll said operating as a private company would allow his company to invest in areas -- particularly its packaging and building products businesses -- where it has not previously because of concerns Wall Street would not approve of such expenditures.

Among Georgia-Pacific's debts are asbestos liability claims that remain to be resolved. The company manufactured gypsum board products until 1977 and has had hundreds of thousands of claims filed against it over exposure to asbestos fibers, which are carcinogenic.

Georgia-Pacific paid about $200 million last year in asbestos liability claims but says the number of claims has shrunk from 26,500 in 2004 to fewer than 8,000 so far this year. Koch will handle those liabilities in a similar fashion, Koch President Joseph W. Moeller said.

Georgia-Pacific, whose brands include Brawny paper towels, would make Koch the biggest private company by revenue.