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GPK > SEC Filings for GPK > Form 8-K on 5-Jun-2013All Recent SEC Filings

Show all filings for GRAPHIC PACKAGING HOLDING CO | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Statements and

Item 1.01. Entry into a Material Definitive Agreement.

On May 30, 2013, Graphic Packaging Holding Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. (collectively, the "Underwriters"), and certain selling stockholders named therein (the "Selling Stockholders"). Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to sell to the Underwriters 15,000,000 shares of the Company's common stock, $0.01 par value per share ("Common Stock"), at a price of $7.73 per share. The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by each of the Company, the Selling Stockholders, and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The sale of the Common Stock by the Selling Stockholders was made pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-176606), including a prospectus supplement dated May 31, 2013 to the prospectus contained therein dated August 31, 2011, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended. The sale of the Common Stock closed on June 5, 2013.

Following the sale by the Selling Stockholders of the Common Stock in the public offering, the Selling Stockholders will continue to own 136,520,562 shares of Common Stock, or approximately 39.2% of the Company's outstanding Common Stock.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

1.1 Underwriting Agreement, dated May 30, 2013, among the Company, the Selling Stockholders, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Citigroup Global Markets Inc.

5.1 Opinion of Alston & Bird LLP.

23.1 Consent of Alston & Bird LLP (included as part of Exhibit 5.1).

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