Exhibit 99.1
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CONTACT: |
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Scott Wenhold +1-770-644-3062 |
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Vice President and Treasurer |
PRESS RELEASE:
Graphic Packaging Announces Early Tender Results of Offer to Purchase
Marietta, Georgia June 15, 2009 Graphic Packaging International, Inc. (Graphic Packaging), a
subsidiary of Graphic Packaging Holding Company (NYSE:GPK), announced today that, as of 5:01 p.m.,
New York City time, on June 12, 2009 (the Early Tender Date), $397.8 million aggregate principal
amount, or 93.59%, of notes have been validly tendered and not validly withdrawn in connection with
its previously announced cash tender offer to purchase up to $225 million aggregate principal
amount of its outstanding 8.50% Senior Notes due August 2011, with CUSIP number 38869PAB0 (the
Notes).
The amount of Notes that will be purchased will be prorated based on the aggregate principal amount
of Notes validly tendered in the tender offer. Holders who validly tender their Notes by the Early
Tender Date, and whose Notes are accepted for payment, will receive $1,021.25 per $1,000 principal
amount of Notes tendered.
The tender offer is scheduled to expire at 8:00 a.m., New York City time, on Monday, June 29, 2009,
unless extended or earlier terminated (the Expiration Date).
In addition to the consideration described above, holders of Notes validly tendered and accepted
for purchase will receive accrued and unpaid interest on the Notes from the last interest payment
date for the notes up to, but not including, the settlement date for the Notes. Settlement for all
Notes validly tendered and accepted for purchase is expected to be on or about June 29, 2009.
Graphic Packaging may amend, extend or, subject to certain conditions, terminate the tender offer.
Except in certain circumstances as required by law, Notes tendered may not be withdrawn. The Offer
to Purchase dated June 1, 2009 and the related Letter of Transmittal set forth a complete
description of the terms and conditions of the tender offer. Holders are urged to read the Offer to
Purchase and Letter of Transmittal carefully before making any decision with respect to the tender
offer. The Offer to Purchase and related Letter of Transmittal were distributed to holders
beginning June 1, 2009.
Graphic Packaging has retained Banc of America Securities LLC as the exclusive dealer manager in
connection with the tender offer. Graphic Packaging has retained Global Bondholder Services
Corporation to serve as the depository agent and information agent for the tender offer. Questions
regarding the tender offer and requests for documents may be directed to Banc of America Securities
LLC, Global Debt Advisory Services, at (888) 292-0070 (U.S. toll-free) and (980) 388-9217
(collect). Copies of the Offer to Purchase and related Letter of Transmittal may also be obtained
from the information agent, Global Bondholder Services Corporation at (866) 795-4500 (U.S.
toll-free) and (212) 430-3774 (collect).
This press release shall not constitute an offer to purchase or a solicitation of an offer to
purchase with respect to any securities. Any such offer or solicitation will be made only by means
of the Offer to Purchase dated June 1, 2009.
About Graphic Packaging International, Inc.
Graphic Packaging International, Inc., a subsidiary of Graphic Packaging Holding Company
(NYSE:GPK), headquartered in Marietta, 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
the largest global producer of folding cartons and holds a leading market position in coated
unbleached kraft paperboard, coated-recycled boxboard and specialty bag packaging. The companys
customers include some of the most widely recognized companies in the world. The company strives to
provide our customers with packaging solutions designed to deliver marketing and performance
benefits at a competitive cost by capitalizing on our low cost paperboard mills and converting
plants, proprietary carton and packaging designs and commitment to customer service. Additional
information about Graphic Packaging, its business and its products is available on the companys
web site at www.graphicpkg.com.
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Forward Looking Statements
Any statements of the companys expectations in this press release constitute forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements,
including but not limited to, statements regarding the tender offer, are based on currently
available information and are subject to various risks and uncertainties that could cause actual
results to differ materially from the companys present expectations. These risks and uncertainties
include, but are not limited to, the companys substantial amount of debt, inflation of and
volatility in raw material and energy costs, volatility in the credit and securities markets,
cutbacks in consumer spending that could affect demand for the companys products or actions taken
by our customers in response to the difficult economic environment, continuing pressure for lower
cost products, the companys ability to implement its business strategies, including productivity
initiatives and cost reduction plans, currency movements and other risks of conducting business
internationally, and the impact of regulatory and litigation matters, including those that impact
the companys ability to protect and use its intellectual property. Undue reliance should not be
placed on such forward-looking statements, as such statements speak only as of the date on which
they are made and the company undertakes no obligation to update such statements. Additional
information regarding these and other risks is contained in the companys periodic filings with the
SEC.