YORK, Pa., Aug. 19, 2011 /PRNewswire/ -- Graham Packaging
Company Inc. (NYSE: GRM) ("Graham") announced today that its
wholly-owned subsidiaries Graham Packaging Company, L.P. and GPC
Capital Corp. I (collectively, the "Issuers"), do not currently
intend to further extend the Expiration Time (as defined in the
Statement referred to below) of the previously announced tender
offer for any and all of their 9.875% Senior Subordinated Notes due
2014 (the "Subordinated Notes") set forth in the Offer to Purchase
and Consent Solicitation Statement dated July 6, 2011, as supplemented by Supplement No. 1
dated July 18, 2011 and the press
release dated August 4, 2011
(together, the "Statement"), unless a significant amount of
additional tenders, as determined in the Issuers' sole discretion,
are received prior to the currently scheduled Expiration Time of
5:00 p.m., New York City time, on August 19, 2011. If the Expiration Time is
not extended, the Issuers intend to waive the Merger Transaction
Condition (as defined in the Statement) and accept for purchase
Subordinated Notes that were validly tendered (and not validly
withdrawn) prior to the Expiration Time and to accept for payment
Consents that were validly delivered (and not validly revoked)
prior to the Early Tender/Consent Deadline (as defined in the
Statement). If the Expiration Time is not extended, the Issuers
will fund the purchase of the tendered Subordinated Notes with
proceeds of a new senior subordinated note to be issued to Reynolds
Group Holdings Limited ("RGHL") or one of its affiliates in a
principal amount equal to the aggregate principal amount of
Subordinated Notes being purchased by the Issuers in the Offer (as
defined in the Statement) plus additional funds provided by RGHL
(as defined in the Statement) or one of its affiliates. Accrued and
unpaid interest on the Subordinated Notes being purchased will be
paid out of cash on hand.
Holders are urged to read the Statement carefully. Except as
described in this press release, all terms and conditions of the
tender offer and consent solicitation related to the Subordinated
Notes as described in the Statement are unchanged.
Graham previously announced that the Issuers have received the
Requisite Consents (as defined in the Statement) with respect to
the Subordinated Notes to adopt the proposed amendments that were
the subject of the consent solicitation for such notes. The
Early Tender/Consent Deadline (as defined in the Statement) with
respect to the Subordinated Notes expired at 5:00 p.m., New York
City time, on July 19, 2011,
and was not extended.
The tender offers for the Issuers' 8.25% Senior Notes due 2017
and 8.25% Senior Notes due 2018 (collectively, the "Senior Notes")
set forth in the Statement expired at 8:00
a.m., New York City time,
on August 4, 2011. The Issuers did
not receive the Requisite Consents (as defined in the Statement)
with respect to the Senior Notes and will not purchase any Senior
Notes in connection with the tender offers for such notes.
The Issuers have engaged Credit Suisse Securities (USA) LLC ("Credit Suisse") as Dealer Manager
for the tender offers and as Solicitation Agent for the consent
solicitations. Persons with questions regarding the tender offers
and consent solicitations should contact Credit Suisse at (800)
820-1653 (toll free) or (212) 538-2147 (collect). Requests for
copies of the Statement or other tender offer materials may be
directed to D.F. King & Co.,
Inc., the Information Agent, at (800) 714-3312 (toll free), (212)
269-5550 (collect) or graham@dfking.com.
The tender offer and consent solicitation with respect to the
Subordinated Notes is subject to certain conditions as described in
the Statement. The Issuers have reserved the right to amend,
terminate and/or waive any terms or conditions to such tender offer
and consent solicitation, including further extending the
Expiration Time (as defined in the Statement), to the fullest
extent permitted by law.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell the Subordinated Notes. The tender offer and consent
solicitation with respect to the Subordinated Notes are being made
only pursuant to the Statement and related materials. Noteholders
and investors should read carefully the Statement and related
materials because they contain important information, including the
various terms of and conditions to such tender offer and consent
solicitation.
None of Graham, the Issuers, the Dealer Manager, the
Solicitation Agent, or the Information Agent makes any
recommendation as to whether holders should tender their
Subordinated Notes or deliver consents pursuant to the tender offer
and consent solicitation.
Contact:
David Bullock
Chief Financial Officer
(717) 849-8500
Jeff Grossman
(717) 771-3220
InvestorRelations@grahampackaging.com
SOURCE Graham Packaging Company Inc.