ATLANTA, May 6, 2024
/PRNewswire/ -- Graphic Packaging International, LLC ("Graphic
Packaging"), a direct wholly-owned subsidiary of Graphic Packaging
International Partners, LLC ("Parent") and the primary operating
subsidiary of Graphic Packaging Holding Company (NYSE: GPK),
announced that it has entered into an agreement to sell
$500 million aggregate principal
amount of its senior notes due 2032 (the "Senior Notes") in a
private offering in reliance upon an exemption from the
registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"). The Senior Notes will bear interest
at an annual rate of 6.375% and will be issued at par.
Graphic Packaging expects to close the offering on or about
May 13, 2024, subject to the
satisfaction of customary closing conditions.
The Senior Notes will be senior unsecured obligations of Graphic
Packaging. The Senior Notes will be guaranteed by Parent and
Field Container Queretaro (USA),
L.L.C., as well as by any of Graphic Packaging's additional
existing and future material domestic subsidiaries that guarantee
obligations under its Fourth Amended and Restated Credit Agreement,
as amended, by and among Graphic Packaging and certain of its
subsidiaries as Borrowers, the lenders and agents named therein,
and Bank of America, N.A., as Administrative Agent, dated as of
April 1, 2021 (the "Fourth Amended
and Restated Credit Agreement"), and its existing senior notes due
2024, 2026, 2027, 2028, 2029, and 2030.
Graphic Packaging estimates that the net proceeds from the
offering of the Senior Notes will be approximately $493 million after deducting the initial
purchasers' discount and other transaction-related costs.
Graphic Packaging expects to use the net proceeds from the offering
to repay a portion of the outstanding borrowings under its domestic
senior secured revolving credit facility under its senior secured
credit facility, to pay fees and expenses incurred in connection
with the offering of the Senior Notes and, to the extent there are
any remaining proceeds therefrom, for general corporate purposes.
The Senior Notes and the related guarantees are being offered
and sold only to persons reasonably believed to be qualified
institutional buyers in reliance on the exemption from registration
set forth in Rule 144A under the Securities Act and outside
the United States, to non-U.S.
persons in reliance on the exemption from registration set forth in
Regulation S under the Securities Act. The Senior Notes and
the related guarantees have not been and will not be registered
under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States without registration or an
applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Senior Notes, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
About Graphic Packaging Holding Company
Graphic Packaging Holding Company (the "Company") (NYSE: GPK),
headquartered in Atlanta, Georgia,
designs and produces consumer packaging that makes a world of
difference. An industry leader in innovation, the Company is
committed to reducing the environmental footprint of consumer
packaging. The Company operates a global network of design
and manufacturing facilities serving the world's most widely
recognized brands in food, beverage, foodservice, household, and
other consumer products. Learn more at
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 those regarding the offering and the
use of proceeds therefrom, 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, market conditions affecting the
offering. 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, except as required by
law. Additional information regarding these and other risks
is contained in the Company's filings with the Securities and
Exchange Commission.
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SOURCE Graphic Packaging Holding Company