Graphic Packaging to sell $250 million aggregate principal amount of its senior unsecured notes due 2022

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Graphic Packaging to sell $250 million aggregate principal amount of its senior unsecured notes due 2022

October 23, 2014 - 17:49

ATLANTA, Oct. 23, 2014 (PRNewswire) -Graphic Packaging International, Inc. ("Graphic Packaging"), a wholly-owned subsidiary of Graphic Packaging Holding Company (GPK), announced that it has entered into an agreement to sell $250 million aggregate principal amount of its senior unsecured notes due 2022 (the "Senior Notes") in a registered public offering. The Senior Notes will bear interest at an annual rate of 4.875% and will be issued at par. Graphic Packaging expects to close the offering on November 6, 2014, subject to the satisfaction of customary closing conditions.

The Senior Notes will be guaranteed by Graphic Packaging Holding Company and Graphic Packaging Corporation as well as by certain of Graphic Packaging's material domestic subsidiaries which have guaranteed obligations under its senior credit facilities and its existing notes.

Graphic Packaging estimates that the net proceeds from this offering will be approximately $246.4 million, after deducting the underwriters' discount. The net proceeds from the offering will be used, together with cash on hand and/or additional borrowings, to refinance through a redemption in November 2014 all $250 million aggregate principal amount of Graphic Packaging's 7.875% senior notes due 2018.

BofA Merrill Lynch, J.P. Morgan, SunTrust Robinson Humphrey, Citigroup, Goldman, Sachs & Co., and Rabo Securities are acting as joint book-running managers for the offering and BBVA Securities Inc., Regions Securities LLC, Mitsubishi UFJ Securities, SMBC Nikko, Fifth Third Securities, TD Securities, PNC Capital Markets LLC, and HSBC Securities are serving as co-managers.

A shelf registration statement (including a prospectus and prospectus supplement) relating to the offering of the Senior Notes has previously been filed with the Securities and Exchange Commission and has become effective. Before investing, you should read the prospectus, the prospectus supplement and other documents filed with the Securities and Exchange Commission for more complete information about Graphic Packaging and the offering of the Senior Notes. Copies of the prospectus and related prospectus supplement may be obtained by contacting any of the joint book running managers whose contact information is listed below. You may also obtain these documents free of charge by visiting the Securities and Exchange Commission's website at www.sec.gov.

Joint Book Running Managers:

BofA Merrill Lynch

222 Broadway

New York, NY 10038

Attention: Prospectus Department

Email: dg.prospectus_requests@baml.com

J.P. Morgan Securities LLC

Attention: Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, New York 11717

Tel: (866) 803-9204

SunTrust Robinson Humphrey

Attention: High Yield Syndicate

3333 Peachtree Road, 10th Floor

Atlanta, GA 30326

Kevin.dewitt@suntrust.com

Citigroup

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Tel: 1-800-831-9146

Goldman, Sachs & Co.

Prospectus Department

200 West Street

New York, NY 10282

Telephone: 1-866-471-2526, facsimile: 212-902-9316

Email: prospectus-ny@ny.email.gs.com

Rabobank International

245 Park Avenue

New York, NY 10167

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Graphic Packaging International, Inc.

Graphic Packaging International, Inc., a subsidiary of Graphic Packaging Holding Company (GPK), headquartered in Atlanta, 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 one of the largest producers of folding cartons and holds a leading market position in coated-unbleached kraft and coated-recycled board. The Company's customers include some of the most widely recognized companies in the world.