UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 7.01 | Regulation FD Disclosure |
On March 20, 2024, the Company engaged BofA Securities, Inc. as joint lead arranger and joint book runner for the amendment and extension of its senior secured credit facility (the “Amendment and Restatement Transaction”). The Amendment and Restatement Transaction seeks to, among other things, extend the maturity of its senior secured credit facility to the fifth anniversary of the effectiveness of the Amendment and Restatement Transaction and modify certain negative covenants under its senior secured credit facility to provide additional operational flexibility to the Company. The Company has obtained the necessary commitments and consents from the existing lenders to effect the Amendment and Restatement Transaction and expects to complete the Amendment and Restatement Transaction on or about June 1, 2024. However, the consummation of the Amendment and Restatement Transaction remains subject to market conditions and other customary closing conditions, and may not be consummated on the timeline or on the terms contemplated herein, if at all. As the final terms and conditions of the Amendment and Restatement Transaction have not been finalized, the final terms and conditions may differ from those terms and conditions described herein and any such differences may be significant.
The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events |
On May 6, 2024, Graphic Packaging International, LLC, the primary operating subsidiary of Graphic Packaging Holding Company (the “Company”), launched an offering to sell $500.0 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, subject to market and other conditions. The Company expects to use the proceeds from the offering of the Senior Notes 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. A copy of the press release announcing this matter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| (99.1) | Press Release dated May 6, 2024. | |
| (104) | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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: May 6, 2024