Current Report (SEC Filing - 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): March 8, 2021

GRAPHIC PACKAGING HOLDING COMPANY

GRAPHIC PACKAGING INTERNATIONAL, LLC

(Exact name of registrant as specified in its charter)

1500 Riveredge Parkway, Suite 100

Atlanta, Georgia30328

(Address of principal executive offices)

(770)-240-7200

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

On March 8, 2021, Graphic Packaging International, LLC (the 'Company'), a direct wholly-owned subsidiary of Graphic Packaging International Partners, LLC ('Parent') and the primary operating subsidiary of Graphic Packaging Holding Company, completed its previously announced private offering of $400,000,000 aggregate principal amount of its 0.821% senior secured notes due 2024 (the '2024 Notes') and $400,000,000 aggregate principal amount of its 1.512% senior secured notes due 2026 (the '2026 Notes' and, together with the 2024 Notes, the 'Senior Notes'). The Senior Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement between the Company, Parent, Field Container Queretaro (USA), L.L.C. (the 'Subsidiary Guarantor') and Wells Fargo Securities, LLC, as representative of the initial purchasers. The Senior Notes will be senior secured obligations of the Company and will be guaranteed by Parent and the Subsidiary Guarantor, as well as by the Company's future material domestic subsidiaries that guarantee obligations under its senior credit facilities and its existing senior notes due 2022, 2024, 2027, 2028 and 2029.

The Senior Notes were issued pursuant to a supplemental indenture (the 'Sixth Supplemental Indenture'), dated as of March 8, 2021, by and among the Company, the Parent, the guarantors listed therein and U.S. Bank, National Association, as trustee (the 'Trustee'), to the Indenture, dated as of November 6, 2014, among Graphic Packaging International, Inc., the Guarantors party thereto and the Trustee (the 'Base Indenture' and together with the Sixth Supplemental Indenture, the 'Indenture'). The Indenture provides that interest on the Senior Notes will accrue from March 8, 2021 and is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021. The 2024 Notes mature on April 15, 2024 and the 2026 Notes mature on April 15, 2026.

At any time prior to (i) with respect to the 2024 Notes, March 15, 2024, and (ii) with respect to the 2026 Notes, March 15, 2026, the Company may redeem such series of Senior Notes, in whole or in part, at any time at a redemption price equal to 100% of their principal amount plus a make-whole premium, together with accrued and unpaid interest, if any, to the redemption date. At any time on or after (i) with respect to the 2024 Notes, March 15, 2024, and (ii) with respect to the 2026 Notes, March 15, 2026, the Company may redeem such series Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of redemption.

The Indenture contains certain covenants that, among other things, limit the Company's ability and the ability of its subsidiaries to create liens and merge or consolidate. Such covenants are subject to a number of important exceptions and qualifications set forth in the Indenture. The Indenture also contains certain customary events of default, including failure to make payments in respect of the principal amount of the Senior Notes, failure to make payments of interest on the Senior Notes when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency.

The information set forth in Item 1.01 above and the full text of the Base Indenture and the Sixth Supplemental Indenture, which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, are incorporated by reference into this Item 2.03.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

GRAPHIC PACKAGING HOLDING COMPANY

GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC

(Registrants)

Dated: March 8, 2021