true0001408075 0001408075 2021-11-01 2021-11-01
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
8-K/A
 
 
CURRENT REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2021.
 
 
GRAPHIC PACKAGING HOLDING COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
         
Delaware
  
001-33988
  
26-0405422
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
1500 Riveredge Parkway, Suite 100
Atlanta, Georgia 30328
(Address of principal executive offices)
(Zip Code)
(770)
240-7200
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
         
Title of Each Class
  
Trading
Symbol(s)
  
Name of Each Exchange
on Which Registered
Common Stock, $0.01 par value per share
  
GPK
  
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
Introductory Note
In this Current Report on Form
8-K/A,
the “Company” and “GPHC” refers to Graphic Packaging Holding Company, a Delaware corporation, and its consolidated subsidiaries.
On November 2, 2021, the Company filed a Current Report on Form
8-K
(the “Original Filing”) in connection with the completion on November 1, 2021 of the acquisition of AR Packaging Group AB (“AR Packaging”) as contemplated by that certain Share Purchase Agreement dated May 12, 2021 among Sarcina Holdings S.a.r.l., the other sellers named therein and Graphic Packaging International Europe Holdings B.V, a subsidiary of GPHC.
This Current Report on Form
8-K/A
amends the Original Filing to include the financial statements and pro forma information required by Item 9.01 of Form
8-K.
Except for the filing of such financial statements and pro forma information, this Form
8-K/A
does not modify or update other disclosures in, or exhibits to, the Original Filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The consolidated financial statements of AR Packaging Group AB required by Item 9.01(a) of Form
8-K
and accompanying notes are filed as Exhibit 99.1 and 99.2 to this Current Report on Form
8-K/A.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form
8-K
in relation to the acquisition of AR Packaging is filed as Exhibit 99.3 to this Current Report on Form
8-K/A
and is incorporated herein by reference.
(d) Exhibits:
 
23.1
  
99.1
  
99.2
  
99.3
  
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GRAPHIC PACKAGING HOLDING COMPANY
(Registrant)
 
By:  
/s/ Lauren S. Tashma
   
Lauren S. Tashma
Executive Vice President, General
Counsel and Secretary
Dated: January 7, 2022