Graphic Packaging Announces Pricing of Senior Notes Offering

ATLANTA, March 25, 2013 /PRNewswire/ -- Graphic Packaging International, Inc. ("Graphic Packaging"), a wholly-owned subsidiary of Graphic Packaging Holding Company (NYSE: GPK), announced that it has entered into an agreement to sell $425 million aggregate principal amount of its senior unsecured notes due 2021 (the "Senior Notes") in a registered public offering. The Senior Notes will bear interest at an annual rate of 4.75% and will be issued at par. Graphic Packaging expects to close the offering on April 2, 2013, 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 which 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 $418.8 million, after deducting the underwriters' discount. The net proceeds from the offering will be used, together with cash on hand, to refinance through a redemption in June 2013 all $425 million aggregate principal amount of Graphic Packaging's 9.50% senior notes due 2017. 

BofA Merrill Lynch, J.P. Morgan, Citigroup, Goldman, Sachs & Co. and SunTrust Robinson Humphrey are acting as joint book-running managers for the offering and PNC Capital Markets, Rabo Securities and Regions Securities LLC are serving as co-managers.

A shelf registration statement (including a prospectus and prospectus supplement) relating to the offering of the Senior Notes has previously been filed with the Securities and Exchange Commission and has become effective. Before investing, you should read the prospectus, the prospectus supplement and other documents filed with the Securities and Exchange Commission for more complete information about Graphic Packaging and the offering of the Senior Notes. Copies of the prospectus and related prospectus supplement may be obtained by contacting any of the joint book running managers whose contact information is listed below. You may also obtain these documents free of charge by visiting the Securities and Exchange Commission's website at www.sec.gov. 

Joint Book Running Managers: 

BofA Merrill Lynch
222 Broadway
New York, NY 10038
Attention: Prospectus Department
Email: [email protected]

J.P. Morgan Securities LLC
Attention: Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Tel: (866) 803-9204

Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Tel: 1-800-831-9146

Goldman, Sachs & Co. 
Prospectus Department 
200 West Street 
New York, NY 10282 
Telephone: 1-866-471-2526, facsimile: 212-902-9316 
Email: [email protected]

SunTrust Robinson Humphrey
Attention: High Yield Syndicate
3333 Peachtree Road, 10th Floor
Atlanta, GA 30326
[email protected]

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 Atlanta, Georgia, is a leading provider of packaging solutions for a wide variety of products to food, beverage and other consumer products companies. Graphic Packaging is one of the largest producers of folding cartons and holds a leading market position in coated-unbleached kraft, coated-recycled boxboard and specialty packaging. Graphic Packaging's customers include some of the most widely recognized companies in the world.

Forward-Looking Statements

Any statements of Graphic Packaging'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 Graphic Packaging's present expectations.  These risks and uncertainties include, but are not limited to, market conditions affecting the offering and the ability of Graphic Packaging to redeem its Senior Notes due 2017.  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 Graphic Packaging undertakes no obligation to update such statements.  Additional information regarding these and other risks is contained in Graphic Packaging Holding Company's filings with the Securities and Exchange Commission.

SOURCE Graphic Packaging International, Inc.

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