UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 3, 2024, Graphic Packaging International, LLC (the “Company”), a wholly-owned subsidiary of Graphic Packaging International Partners, LLC (“Parent”) and the primary operating subsidiary of Graphic Packaging Holding Company, entered into a Fifth Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) by and among the Company and certain subsidiaries thereof as Borrowers, the lenders and agents named therein, and Bank of America, N.A., as Administrative Agent. The Amended and Restated Credit Agreement effects an “amend and extend” transaction with respect to the Company’s existing senior credit facility by which, among other things: (i) the maturity date thereof has been extended as set forth more fully below, (ii) the availability under the revolving credit portion of the facility has been increased, (iii) the availability of incremental debt facilities has been increased, and (iv) certain negative covenants contained in the existing credit facility have been relaxed.
Under the terms of the Amended and Restated Credit Agreement, $500.0 million of the Company’s Term A-1 Loans, €200.0 million of the Company’s Euro Term Loans, $425.0 million of the Company’s Term A-2 Loans, $250.0 million of the Company’s Term A-3 Loans, $50.0 million of the Company’s Term A-5 Loans, and $200.0 million of the Company’s Term A-6 Loans will remain outstanding. Additionally, the Amended and Restated Credit Agreement provides for (i) a $1.90 billion revolving credit facility, (ii) a €170.0 million revolving credit facility, and (iii) a 1.65 billion Japanese yen revolving credit facility.
The Term A-1 Loans and all revolving credit facility loans continue to bear interest at a floating rate per annum ranging from SOFR plus 1.25% to SOFR plus 2.00%, determined using a pricing grid based upon the Company’s consolidated total leverage ratio from time to time, and such loans now mature on June 1, 2029 (extended from an original maturity date of April 1, 2026). The Euro Term Loans bear interest at a floating rate per annum ranging from SOFR plus 1.125% to SOFR plus 1.75%, determined using a pricing grid based upon the Company’s consolidated total leverage ratio from time to time, and such loans now mature on June 1, 2029 (extended from an original maturity date of April 1, 2026). The Term A-2 Loans continue to bear interest at a fixed rate per annum equal to 2.67% and mature on their originally scheduled maturity date of January 14, 2028. The Term A-3 Loans bear interest at a floating rate per annum ranging from SOFR plus 1.50% to SOFR plus 2.25%, determined using a pricing grid based upon the Company’s consolidated total leverage ratio from time to time, and mature on their originally scheduled maturity date of July 22, 2028. The Term A-5 Loans and Term A-6 Loans bear interest at a floating rate per annum ranging from SOFR plus 1.625% to SOFR plus 2.25%, determined using a pricing grid based upon the Company’s consolidated total leverage ratio from time to time, and mature on their originally scheduled maturity date of June 1, 2029. The indebtedness and obligations under the Amended and Restated Credit Agreement shall continue to be secured by a first-priority lien and security interest in substantially all of the personal property assets of the Company, subject to exclusions as set forth in the Amended and Restated Credit Agreement.
The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above and the full text of the Amended and Restated Credit Agreement, which is attached hereto as Exhibit 10.1, are incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| (10.1) | Fifth Amended and Restated Credit Agreement dated as of June 3, 2024 by and among Graphic Packaging International, LLC and certain subsidiaries thereof as Borrowers, the lenders and agents named therein, and Bank of America, N.A., as Administrative Agent. | |
| (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: June 5, 2024