/C O R R E C T I O N -- Graphic Packaging International, Inc./
In the news release, Graphic Packaging Commences Tender Offer for 8.50% Senior Notes Due 2017, issued 01-Jun-2009 by Graphic Packaging International, Inc., a subsidiary of Graphic Packaging Holding Company (NYSE: GPK) over PR Newswire, we are advised by the company that the headline should read "Graphic Packaging Commences Tender Offer for 8.50% Senior Notes Due 2011." The complete, corrected release follows:
Graphic Packaging Commences Tender Offer for 8.50% Senior Notes Due 2011
MARIETTA, Ga., June 1 /PRNewswire-FirstCall/ -- Graphic Packaging International, Inc. ("Graphic Packaging"), a subsidiary of Graphic Packaging Holding Company (NYSE: GPK), announced today that it has commenced a cash tender offer for up to $225 million aggregate principal amount of its 8.50% Senior Notes due August 2011, with CUSIP number 38869PAB0 (the "Notes").
The tender offer will expire at 8:00 a.m., New York City time, on Monday, June 29, 2009, unless extended or earlier terminated (the "Expiration Date"). Holders who validly tender their Notes prior to 5:00 p.m., New York City time, on Friday, June 12, 2009, unless such date is extended or earlier terminated, will be entitled to receive $1,021.25, payable in cash, for each $1,000 principal amount of Notes accepted for payment, which amount includes an early tender payment of $30 per $1,000 of Notes accepted for payment. Holders who validly tender their Notes after such time but on or prior to the Expiration Date will receive $991.25 for each $1,000 principal amount of Notes accepted for purchase. Accrued and unpaid interest up to, but not including, the settlement date will be paid in cash on all validly tendered and accepted Notes. The settlement date is expected to be on or about June 29, 2009.
If holders tender more than $225,000,000 aggregate principal amount of the Notes and the Notes are accepted for purchase, the amount of Notes that will be purchased will be prorated based on the aggregate principal amount of Notes validly tendered in the tender offer.
Graphic Packaging intends to finance the tender offer with the net cash proceeds from an offering of $245 million aggregate principal amount of senior notes due 2017. The closing of the tender offer will be conditioned, among other things, on Graphic Packaging having successfully completed this note offering or other financings, all on terms acceptable to Graphic Packaging in its sole discretion. Except in certain circumstances as required by law, Notes tendered may not be withdrawn.
The terms and conditions of the tender offer, including Graphic Packaging's obligation to accept the Notes tendered and pay the purchase price therefore, are set forth in the Offer to Purchase dated June 1, 2009. Graphic Packaging may amend, extend or, subject to certain conditions, terminate the tender offer.
Graphic Packaging has retained Banc of America Securities LLC as the exclusive dealer manager in connection with the tender offer. Questions regarding the tender offer and requests for documents may be directed to Banc of America Securities LLC, Global Debt Advisory Services, at (888) 292-0070 (U.S. toll-free) and (980) 388-9217 (collect). Copies of the offer to purchase can also be obtained from the information agent, Global Bondholder Services Corporation at (866) 795-2200 (U.S. toll-free) and (212) 430-3774 (collect).
This press release shall not constitute an offer to purchase or a solicitation of an offer to purchase with respect to any securities. Any such offer or solicitation will be made only by means of the Offer to Purchase dated June 1, 2009.
About Graphic Packaging International, Inc.
Graphic Packaging International, Inc., a subsidiary of Graphic Packaging Holding Company (NYSE: GPK), headquartered in Marietta, Georgia, is a leading provider of packaging solutions for a wide variety of products to food, beverage and other consumer products companies. The company is the largest global producer of folding cartons and holds a leading market position in coated unbleached kraft paperboard, coated-recycled boxboard and specialty bag packaging. The company's customers include some of the most widely recognized companies in the world. The company strives to provide our customers with packaging solutions designed to deliver marketing and performance benefits at a competitive cost by capitalizing on our low cost paperboard mills and converting plants, proprietary carton and packaging designs and commitment to customer service. Additional information about Graphic Packaging, its business and its products is available on the company's web site 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, statements regarding the tender offer and the senior note offering, 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, the Company's substantial amount of debt, inflation of and volatility in raw material and energy costs, volatility in the credit and securities markets, cutbacks in consumer spending that could affect demand for the Company's products or actions taken by our customers in response to the difficult economic environment, continuing pressure for lower cost products, the Company's ability to implement its business strategies, including productivity initiatives and cost reduction plans, currency movements and other risks of conducting business internationally, and the impact of regulatory and litigation matters, including those that impact the Company's ability to protect and use its intellectual property. 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. Additional information regarding these and other risks is contained in the Company's periodic filings with the SEC.
SOURCE Graphic Packaging Holding Company
Released June 1, 2009