SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2011
EXOPACK HOLDING CORP.
(Exact name of registrant specified in its charter)
Registrants telephone, including area code: (864) 596-7140
(Former Name or Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01. Entry into a Material Definitive Agreement.
On May 24, 2011, Exopack Holding Corp. (the Company) entered into a second supplemental indenture (the Supplemental Indenture), by and among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., successor to The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, to the indenture (the Indenture) governing the Companys 11 1/4% Senior Notes due 2014 (the Notes).
The Supplemental Indenture was entered into in connection with the Companys previously announced cash tender offer to purchase any and all of the Notes and a concurrent solicitation of consents from the holders of the Notes to amend the Indenture (the Tender Offer). The Supplemental Indenture eliminates substantially all of the restrictive covenants, certain affirmative covenants, certain events of default, certain conditions to legal defeasance or covenant defeasance and substantially all of the restrictions on the ability of the Company to merge, consolidate or sell all or substantially all of its properties or assets contained in the Indenture and the Notes. The Supplemental Indenture became operative on May 31, 2011, when the Company accepted for payment the tendered Notes pursuant to the terms of the Tender Offer.
The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 above is incorporated by reference into this Item 3.03.
Item 8.01. Other Events.
In two separate press releases issued on May 25, 2011, the Company announced the early results of the Tender Offer and the pricing of the Companys offering of $235.0 million aggregate principal amount of 10% Senior Notes due 2018. Copies of the press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.