Graphic Packaging Commences Tender Offer for 8.50% Senior Notes Due 2017

MARIETTA, Ga., June 1 /PRNewswire-FirstCall/ -- 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 $225 million aggregate principal amount of its 8.50%
Senior Notes due August 2011, with CUSIP number 38869PAB0 (the "Notes").

The tender offer will expire at 8:00 a.m., New York City time, on Monday, June
29, 2009, 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 Friday, June 12, 2009, unless such date is extended or earlier terminated,
will be entitled to receive $1,021.25, payable in cash, for each $1,000
principal amount of Notes accepted for payment, which amount includes an early
tender payment of $30 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 $991.25 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. The settlement date is expected to be on or about June 29, 2009.

If holders tender more than $225,000,000 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.

Graphic Packaging intends to finance the tender offer with the net cash
proceeds from an offering of $245 million aggregate principal amount of senior
notes due 2017. The closing of the tender offer will be conditioned, among
other things, on Graphic Packaging having successfully completed this note
offering or other financings, 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tendered may not be withdrawn.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 Packaging's
obligation to accept the Notes tendered and pay the purchase price therefore,
are set forth in the Offer to Purchase dated June 1, 2009. Graphic Packaging
may amend, extend or, subject to certain conditions, terminate the tender
offer.

Graphic Packaging has retained Banc of America Securities LLC as the exclusive
dealer manager in connection with the tender offer. Questions regarding the
tender offer and requests for documents may be directed to Banc of America
Securities LLC, 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) 795-2200 (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 June 1,
2009.

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 the largest
global producer of folding cartons and holds a leading market position in
coated unbleached kraft paperboard, coated-recycled boxboard and specialty bag
packaging. The company's customers include some of the most widely recognized
companies in the world. The company strives to provide our customers with
packaging solutions designed to deliver marketing and performance benefits at
a competitive cost by capitalizing on our low cost paperboard mills and
converting plants, proprietary carton and packaging designs and commitment to
customer service. Additional information about Graphic Packaging, its
business and its products is available on the company's web site at
www.graphicpkg.com.

Forward Looking Statements
Any statements of the Company's 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
Company's present expectations. These risks and uncertainties include, but are
not limited to, the Company's 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 Company's products or actions taken by our customers in response to the
difficult economic environment, continuing pressure for lower cost products,
the Company's 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 those that impact the Company's
ability to protect and use its intellectual property. Undue reliance should
not be placed on such forward-looking statements, as such statements speak
only as of the date on which they are made and the Company undertakes no
obligation to update such statements. Additional information regarding these
and other risks is contained in the Company's periodic filings with the SEC.

SOURCE Graphic Packaging Holding Company

Scott Wenhold, Vice President and Treasurer, Graphic Packaging Holding
Company, +1-770-644-3062