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GPK > SEC Filings for GPK > Form 8-K on 18-Feb-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements and

Item 1.01. Entry into a Material Definitive Agreement.

On February 11, 2014, Graphic Packaging Holding Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. (the "Underwriter") and certain selling stockholders named therein (the "Selling Stockholders"). Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to sell to the Underwriter 30,000,000 shares of the Company's common stock, $0.01 par value per share ("Common Stock"), at a price of $9.85 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 February 12, 2014 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 February 18, 2014.

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 February 11, 2014, among the Company, the Selling Stockholders, 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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