ATLANTA, March 1, 2021 /PRNewswire/ -- Graphic Packaging
International, LLC ("Graphic Packaging"), a direct wholly-owned
subsidiary of Graphic Packaging International Partners, LLC and the
primary operating subsidiary of Graphic Packaging Holding Company
(NYSE: GPK), announced that it has entered into an agreement to
sell $400.0 million aggregate
principal amount of its senior secured notes due 2024 (the "2024
Notes") and $400.0 million aggregate
principal amount of its senior secured notes due 2026 (the "2026
Notes" and, together with the 2024 Notes, 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"). The 2024 Notes will bear interest at an
annual rate of 0.821% and the 2026 Notes will bear interest at an
annual rate of 1.512%. The Senior Notes will be issued at
par. Graphic Packaging expects to close the offering on or about
March 8, 2021, subject to the
satisfaction of customary closing conditions.
The Senior Notes will be senior secured obligations of Graphic
Packaging. The Senior Notes will be guaranteed by Graphic
Packaging International Partners, LLC and Field Container Queretaro
(USA), L.L.C., as well as by
Graphic Packaging's future material domestic subsidiaries that
guarantee obligations under its senior credit facilities and its
existing senior notes due 2022, 2024, 2027, 2028 and 2029.
Graphic Packaging estimates that the net proceeds from this
offering will be approximately $794
million, after deducting the initial purchasers' discount
and other transaction related costs. The net proceeds from
the offering will be used solely (i) to repay in full all
outstanding secured term loans under Graphic Packaging's Amended
and Restated Term Loan Credit Agreement dated as of January 1, 2018 and effective as of January 8, 2018 with a syndicate of lenders and
Bank of America, N.A., as Administrative Agent, (ii) to repay a
portion of the outstanding secured term loans under Graphic
Packaging's Third Amended and Restated Credit Agreement dated as of
January 1, 2018 with a syndicate of
lenders and Bank of America, N.A., as Administrative Agent, and
(iii) to pay fees and expenses incurred in connection with the
offering.
The Senior Notes and the related guarantees are being 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 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 International, LLC
Graphic Packaging International, LLC, a direct wholly-owned
subsidiary of Graphic Packaging International Partners, LLC and the
primary operating subsidiary of Graphic Packaging Holding Company
(the "Company") (NYSE: GPK), headquartered in Atlanta, Georgia, is committed to providing
consumer packaging that makes a world of difference. The Company is
a leading provider of fiber-based, sustainable packaging solutions
for a wide variety of products to food, beverage, foodservice, and
other consumer products companies. The Company operates on a global
basis, is one of the largest producers of folding cartons and
fiber-based foodservice products in the
United States, and holds leading market positions in coated
recycled paperboard, coated unbleached kraft paperboard and solid
bleached sulfate paperboard. The Company's customers include many
of the world's most widely-recognized companies and brands.
Forward-Looking Statements
Any statements of Graphic Packaging International, LLC'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 International, LLC '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 Graphic Packaging International, LLC undertakes
no obligation to update such statements, except as required by
law. Additional information regarding these and other risks
is contained in Graphic Packaging International, LLC's filings with
the Securities and Exchange Commission.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/graphic-packaging-announces-pricing-of-senior-secured-notes-offering-301237914.html
SOURCE Graphic Packaging Holding Company