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 today that it launched an offering 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"),
subject to market and other 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 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 will be 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