Item 1
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Security and Issuer
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This Statement on Schedule 13D (this Statement) relates to the shares of common stock, par value $0.01 per share (the Common
Stock), of Graphic Packaging Holding Company (the Issuer). The Issuers principal executive offices are located at 1500 Riveredge Parkway, Suite 100, Atlanta, Georgia 30328.
Item 2
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Identity and Background
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This Statement is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act, as amended
(the Exchange Act), by International Paper Company, a New York corporation (the Reporting Person or IP). The address for the Reporting Person is 6400 Poplar Avenue, Memphis, Tennessee 38197.
Neither the Reporting Person, nor to the knowledge of the Reporting Person, any person listed on Annex A hereto, has, during the last five
years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
To the knowledge of the Reporting Person, the name, business address, citizenship, and principal occupation or employment of each director and
officer of the Reporting Person, and any other information concerning the Reporting Person and other persons and entities as to which such information is required to be disclosed in response to General Instruction C to Schedule 13D are set forth in
Schedule A to this Statement and incorporated herein by this reference.
Item 3
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Source and Amount of Funds or Other Considerations
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The information set forth in Items 4 and 6 hereof is hereby incorporated by reference into this Item 3.
On January 1, 2018, the Issuer, IP, Graphic Packaging International Partners, LLC, a Delaware limited liability company (formerly known
as Gazelle Newco LLC) and a wholly owned subsidiary of the Issuer (GPIP), and Graphic Packaging International, LLC, a Delaware limited liability company (formerly known as Graphic Packaging International, Inc.) and a wholly owned
subsidiary of GPIP (GPI), completed the transactions contemplated by the Transaction Agreement, dated as of October 23, 2017, among the foregoing parties (the Transaction Agreement). Pursuant to the Transaction
Agreement: (i) a wholly owned subsidiary of the Issuer transferred its ownership interests in GPI to GPIP; (ii) IP transferred its North America Consumer Packaging business to GPIP, which was then subsequently transferred to GPI;
(iii) GPIP issued membership interests to IP, and IP was admitted as a member of GPIP; and (iv) GPI assumed $660 million of term loan indebtedness previously incurred by IP (collectively, the Transactions). Upon the
consummation of the Transactions on January 1, 2018 (the Closing), GPIP issued to IP 79,911,591 common units (the Units) and to GPI Holding III, LLC, a Delaware limited liability company and a wholly owned subsidiary of
the Issuer (GPI Holding), 309,715,624 Units. The Units held by IP are exchangeable into shares of Common Stock or cash, at the option of GPIP, subject to the terms and conditions of the Exchange Agreement (as defined and described in
Item 6 below). Subject to certain exceptions, IP may only transfer its membership interests in GPIP pursuant to the terms and conditions of the Exchange Agreement, pursuant to which IP has specified rights.
The description herein of the terms of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Transaction Agreement, included as Exhibit 99.1, which is incorporated herein by reference.
Item 4
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Purpose of Transaction
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The information set forth in Items 3 and 6 hereof is hereby incorporated by reference into this Item 4.
The Reporting Person holds 47,361,388 Units, which are exchangeable into shares of Common Stock or cash, or a combination of both, at the
option of GPIP, pursuant to the terms of the Exchange Agreement. On February 16, 2021, the Reporting Person entered into a Consent and Waiver Agreement, dated February 16, 2021, with the Issuer, GPI and GPIP (the Consent and Waiver
Agreement) pursuant to which the Issuer agreed to repurchase 9,281,316 Units for approximately $150 million (the Repurchase) and to exchange 15,307,000 Units for an equivalent number of shares of Common Stock pursuant to the
terms of the Exchange Agreement (the Exchange). As a result, on such date the Reporting Person