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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 25, 2019, Graphic Packaging International, LLC (formerly known as Graphic Packaging International, Inc.) (the “Company”), a direct
wholly-owned subsidiary of Graphic Packaging International Partners, LLC (“Parent”) and the primary operating subsidiary of Graphic Packaging Holding Company, completed a previously announced private offering of $300,000,000 aggregate
principal amount of its 4.75% senior unsecured notes due 2027 (the “Senior Notes”). The Senior Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a
purchase agreement between the Company, Parent, Field Container Queretaro (USA), L.L.C. (the “Subsidiary Guarantor”) and BofA Securities, Inc., as representative of the initial purchasers. The Senior Notes will be guaranteed by Parent and
the Subsidiary Guarantor, as well as by the Company’s future material domestic subsidiaries that guarantee obligations under its senior credit facilities and its existing senior notes due 2021, 2022 and 2024.
The Senior Notes were issued pursuant to a supplemental indenture (the “Third Supplemental Indenture”), dated as of June 25, 2019, by and among
the Company, the guarantors listed therein and U.S. Bank, National Association, as trustee (the “Trustee”), to the Indenture, dated as of November 6, 2014, among Graphic Packaging International, Inc., the Guarantors party thereto and
the Trustee (the “Base Indenture” and together with the Third Supplemental Indenture, the “Indenture”). The Indenture provides that interest on the Senior Notes will accrue from June 25, 2019 and is payable semi-annually in
arrears on January 15 and July 15 of each year, beginning on January 15, 2020, and the Senior Notes mature on July 15, 2027.
At any
time prior to April 15, 2027, the Company may redeem the Senior Notes, in whole or in part, at any time at a redemption price equal to 100% of their principal amount plus a make-whole premium, together with accrued and unpaid interest, if any,
to the redemption date. In addition, on or prior to April 15, 2022, the Company may redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds from certain equity offerings, plus accrued and unpaid
interest, if any, to the date of redemption. At any time on or after April 15, 2027, the Company may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of redemption.
The Indenture contains certain covenants that, among other things, limit the Company’s ability and the
ability of its subsidiaries to create liens and merge or consolidate. Such covenants are subject to a number of important exceptions and qualifications set forth in the Indenture. The Indenture also contains certain customary events of default,
including failure to make payments in respect of the principal amount of the Senior Notes, failure to make payments of interest on the Senior Notes when due and payable, failure to comply with certain covenants and agreements and certain events of
bankruptcy or insolvency.