Exhibit 99.2
Graphic Packaging Commences Tender Offer for 9.50% Senior Subordinated
Notes Due 2013
MARIETTA, Ga., Sept 15, 2010 /PRNewswire via COMTEX/ Graphic Packaging International, Inc.
(Graphic Packaging), a subsidiary of Graphic Packaging Holding Company (NYSE: GPK), announced
today that it has commenced a cash tender offer for up to $250.0 million aggregate principal amount
of its 9.50% Senior Subordinated Notes due August 2013, with CUSIP number 38869PAD6 (the Notes).
The tender offer will expire at 8:00 a.m., New York City time, on Thursday, October 14, 2010,
unless extended or earlier terminated (the Expiration Date). Holders who validly tender their
Notes prior to 5:00 p.m., New York City time, on Tuesday, September 28, 2010 (the Early Tender
Date), unless such date is extended or earlier terminated, will be entitled to receive $1,018.33,
payable in cash, for each $1,000 principal amount of Notes accepted for payment, which amount
includes an early tender payment of $30.00 per $1,000 of Notes accepted for payment. Holders who
validly tender their Notes after such time but on or prior to the Expiration Date will receive
$988.33 for each $1,000 principal amount of Notes accepted for purchase. Accrued and unpaid
interest up to, but not including, the settlement date will be paid in cash on all validly tendered
and accepted Notes.
If holders tender more than $250.0 million aggregate principal amount of the Notes and the Notes
are accepted for purchase, 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. Any Notes tendered prior
to the Early Tender Date will be given priority and, if accepted for purchase, may be settled at
our option prior to the Expiration Time. If at the Early Tender Date, the aggregate principal
amount of Notes validly tendered (and not validly withdrawn) exceeds $250.0 million, we reserve the
right, at our option, not to accept any additional Notes tendered by holders of Notes after the
Early Tender Date.
Holders who validly tender Notes in the tender offer will also receive accrued and unpaid interest
to, but not including, the applicable settlement date, in each case upon the terms and subject to
the conditions described in the Offer to Purchase. The settlement date is expected to occur upon
satisfaction or waiver by the Company of the conditions of the tender offer, which will be on or
about September 29, 2010 for Notes tendered prior to the Early Tender Date and on or about October
14, 2010 for Notes tendered after the Early Tender Date but prior to the Expiration Time, in each
case assuming the Notes are accepted for purchase.
Graphic Packaging intends to finance the tender offer with the net cash proceeds from an offering
of $250.0 million aggregate principal amount of senior notes due 2018. The closing of the tender
offer will be conditioned, among other things, on Graphic Packaging having successfully completed
this note offering, all on terms acceptable to Graphic
Packaging in its sole discretion. Except in certain circumstances as required by law, Notes
tendered may not be withdrawn.
The terms and conditions of the tender offer, including Graphic Packagings obligation to accept
the Notes tendered and pay the purchase price therefore, are set forth in the Offer to Purchase
dated September 15, 2010. Graphic Packaging may amend, extend or, subject to certain conditions,
terminate the tender offer.
Graphic Packaging has retained BofA Merrill Lynch as the exclusive dealer manager in connection
with the tender offer. Questions regarding the tender offer and requests for documents may be
directed to BofA Merrill Lynch, Global Debt Advisory Services, at (888) 292-0070 (U.S. toll-free)
and (980) 388-9217 (collect). Copies of the offer to purchase can also be obtained from the
information agent, Global Bondholder Services Corporation at (866) 807-2200 (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 September 15, 2010.
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 one of
the largest producers of folding cartons and holds a leading market position in coated-recycled
boxboard and specialty bag packaging. The companys customers include some of the most widely
recognized companies in the world. Additional information about Graphic Packaging, its business and
its products, is available on the companys web site at http://www.graphicpkg.com/.
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 and the senior note offering,
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 the continued availability of the companys net operating loss offset to taxable
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