Graphic Packaging Announces Senior Notes Offering

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Mon Jun 1, 2009 11:58am EDT

MARIETTA, Ga., June 1 /PRNewswire-FirstCall/ -- Graphic Packaging
International, Inc. ("Graphic Packaging"), a wholly-owned subsidiary of
Graphic Packaging Holding Company (NYSE: GPK), announced today that, in
connection with its cash tender offer for up to $225 million aggregate
principal amount of its 8.50% senior unsecured notes due August 2011, it
intends to offer, pursuant to Rule 144A and Regulation S under the Securities
Act of 1933, as amended, $245 million aggregate principal amount of Senior
Notes due 2017.

The Senior Notes will be guaranteed by Graphic Packaging Holding Company and
Graphic Packaging Corporation as well as by certain of Graphic Packaging's
domestic subsidiaries who have guaranteed obligations under its senior credit
facilities, existing notes and certain other indebtedness. 

The net proceeds from the offering, together with cash on hand, will be used
solely to refinance, through a tender offer, $225 million aggregate principal
amount of the 2011 notes, to pay accrued interest on the 2011 notes, to pay
all fees and expenses incurred in connection with the offering and the cash
tender offer and to pay any applicable early tender premium.  To the extent
that there are net proceeds remaining after purchasing any 2011 notes
tendered, or if the tender offer is not consummated, Graphic Packaging intends
to use the net proceeds from the offering to redeem 2011 notes pursuant to the
terms of the indenture governing the 2011 notes.

The new Senior Notes have not been registered under the Securities Act of
1933, as amended, or the securities laws of any state and may not be offered
or sold in the United States absent registration or an applicable exemption
from the registration requirements under the Securities Act and any applicable
state securities laws.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy the notes, nor shall it constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale is
unlawful.

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 senior note offering and the tender offer, 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
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