Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - GRAPHIC PACKAGING HOLDING CO | g24663e8vk.htm |
| EX-1.1 - EX-1.1 - GRAPHIC PACKAGING HOLDING CO | g24663exv1w1.htm |
| EX-99.1 - EX-99.1 - GRAPHIC PACKAGING HOLDING CO | g24663exv99w1.htm |
| EX-99.2 - EX-99.2 - GRAPHIC PACKAGING HOLDING CO | g24663exv99w2.htm |
Exhibit 99.3
Graphic Packaging Announces Pricing of Senior Notes Offering
MARIETTA, Ga., Sept. 16, 2010 / PRNewswire via COMTEX/ — Graphic Packaging International,
Inc. (“Graphic Packaging”), a wholly-owned subsidiary of Graphic Packaging Holding Company
(NYSE:GPK), announced that, in connection with its cash tender offer for up to $250 million
aggregate principal amount of its 9.50% senior subordinated notes due August 2013, it has entered
into an agreement to sell $250 million aggregate principal amount of its senior unsecured notes due
2018 (the “Senior Notes”) in a registered public offering. The Senior Notes will bear interest at
an annual rate of 7.875% and will be issued at par. Graphic Packaging expects to close the offering
on September 29, 2010, subject to the satisfaction of customary closing conditions.
The Senior Notes will be guaranteed by Graphic Packaging Holding Company and Graphic Packaging
Corporation as well as by certain of Graphic Packaging’s domestic subsidiaries who have guaranteed
obligations under its senior credit facilities and its existing notes.
Graphic Packaging estimates that the net proceeds from this offering will be approximately $245.6
million, after deducting the underwriters’ discount. The net proceeds from the offering will be
used, together with cash on hand, solely to refinance, through a tender offer, $250 million
aggregate principal amount of the 2013 notes in connection with the cash tender offer and to pay
any applicable early tender premiums. To the extent that there are net proceeds remaining after
purchasing any 2013 notes tendered, or if the tender offer is not consummated, Graphic Packaging
intends to use the net proceeds from the offering to redeem up to $250 million aggregate principal
amount of 2013 notes, including any 2013 notes tendered and accepted for payment, pursuant to the
terms of the indenture governing the 2013 notes.
Graphic Packaging has filed a registration statement (including a prospectus and, with regard to
the Senior Notes offering, a preliminary prospectus supplement dated September 15, 2010) with the
Securities and Exchange Commission for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other documents Graphic
Packaging has filed with the Securities and Exchange Commission for more complete information about
Graphic Packaging and the Senior Notes offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at http://www.sec.gov/. Alternatively, Graphic Packaging, any underwriter
or any dealer participating in the Senior Notes offering will arrange to send you the relevant
prospectus if you request it by calling Graphic Packaging’s Investor Relations department at (770)
644-3000.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the
notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About Graphic Packaging International, Inc.
Graphic Packaging International, Inc., a subsidiary of Graphic Packaging Holding Company (NYSE:
GPK), headquartered in Marietta, Georgia, is a leading provider of packaging solutions for a wide
variety of products to food, beverage and other consumer products companies. The company is one of
the largest producers of folding cartons and holds a leading market position in coated-recycled
boxboard and specialty bag packaging. The company’s customers include some of the most widely
recognized companies in the world. Additional information about Graphic Packaging, its business and
its products, is available on the company’s web site at http://www.graphicpkg.com/.
Forward Looking Statements
Any statements of the company’s expectations in this press release constitute “forward-looking
statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements,
including but not limited to, statements regarding the tender offer and the senior notes offering,
are based on currently available information and are subject to various risks and uncertainties
that could cause actual results to differ materially from the company’s present expectations. These
risks and uncertainties include, but are not limited to, the company’s substantial amount of debt,
inflation of and volatility in raw material and energy costs, volatility in the credit and
securities markets, cutbacks in consumer spending that could affect demand for the company’s
products or actions taken by our customers in response to the difficult economic environment,
continuing pressure for lower cost products, the
company’s ability to implement its business strategies, including productivity initiatives and cost
reduction plans, currency movements and other risks of conducting business internationally, and the
impact of regulatory and litigation matters, including the continued availability of the company’s
net operating loss offset to taxable income, and those that impact the company’s ability to protect
and use its intellectual property. Undue reliance should not be placed on such forward-looking
statements, as such statements speak only as of the date on which they are made and the company
undertakes no obligation to update such statements. Additional information regarding these and
other risks is contained in the company’s periodic filings with the SEC.
SOURCE Graphic Packaging International, Inc.