GRAPHIC PACKAGING HOLDING CO false 0001408075 0001408075 2024-05-06 2024-05-06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2024

 

 

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)

 

(IRS Employer

Identification No.)

1500 Riveredge Parkway, Suite 100

Atlanta, Georgia 30328

(Address of principal executive offices)

(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

 

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).

☐   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.

 

 

 


Item 8.01

Other Events

On May 6, 2024, Graphic Packaging International, LLC, the primary operating subsidiary of Graphic Packaging Holding Company (the “Company”), entered into an agreement 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. The Senior Notes will bear interest at an annual rate of 6.375% and will be issued at par. The Company expects to close the offering on or about May 13, 2024, subject to the satisfaction of customary closing 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