UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On November 8, 2021, Graphic Packaging Holding Company announced that Graphic Packaging International, LLC, its primary operating subsidiary (the “Company”), launched an offering to sell $400.0 million aggregate principal amount of its senior notes due 2030 (the “Dollar Notes”) and €290.0 million aggregate principal amount of its senior notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Senior Notes”) in a private offering in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, subject to market and other conditions. The Company expects to use the proceeds from the offering of the Dollar Notes to repay in full the borrowing under the Incremental Term A-4 Loan under the Fourth Amended and Restated Credit Agreement, by and among the Company and certain of its subsidiaries as Borrowers, the lenders and agents named therein, and Bank of America, N.A., as Administrative Agent, dated as of April 1, 2021 (the “Fourth Amended and Restated Credit Agreement”), which was incurred to finance the November 1, 2021 acquisition of 100% of the shares of AR Packaging Group AB, a Swedish limited liability company and a leader in fiber-based consumer packaging for food, consumer products and health and beauty items in Europe, Asia and Africa, by the Company’s wholly-owned subsidiary, GPI Sweden Holdings AB, a Swedish limited liability company and indirect wholly-owned subsidiary of the Company (such acquisition, the “AR Acquisition”), and to pay related fees and expenses. The Company expects to use the proceeds from the offering of the Euro Notes to repay revolving borrowings outstanding under the Fourth Amended and Restated Credit Agreement, a portion of which was incurred to finance the AR Acquisition and to pay related fees and expenses, as well as to pay fees and expenses related to the offering announced herein. 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 November 8, 2021. | |
| (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: November 8, 2021