Graphic Packaging Holding Company 28,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT dated March 21, 2013 Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Robert W. Baird & Co. Incorporated Oppenheimer & Co., Inc.Underwriting Agreement • March 28th, 2013 • Clayton Dubilier & Rice Fund v L P • New York
Introductory. Each stockholder named in Schedule B hereto (collectively, the “Selling Stockholders”) of Graphic Packaging Holding Company, a Delaware corporation (the “Company”), propose to (i) issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you (the “Representatives”) are acting as the representatives, the 28,000,000 shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule B hereto and (ii) grant to the Underwriters, acting severally and not jointly, the option described in Section 2(b) hereof to purchase all or any part of 4,200,000 additional shares of Common Stock. The aforesaid 28,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 4,200,000 shares of Common Stock subject to the option described in Section 2(b)
Joint Filing AgreementJoint Filing Agreement • August 13th, 2013 • Clayton Dubilier & Rice Fund v L P
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Amendment No. 3, and any subsequent amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2004 • Clayton Dubilier & Rice Fund v L P
The undersigned agree that the Statement on Schedule 13G to which this exhibit is attached is filed on behalf of each of them in capacities set forth below.
Joint Filing AgreementJoint Filing Agreement • August 18th, 2003 • Clayton Dubilier & Rice Fund v L P
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Joint Filing AgreementJoint Filing Agreement • March 28th, 2013 • Clayton Dubilier & Rice Fund v L P
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Amendment No. 2, and any subsequent amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • December 20th, 2012 • Clayton Dubilier & Rice Fund v L P • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of December 12, 2012 by and among Graphic Packaging Holding Company, a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A to this Agreement (collectively, the “Investors”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 17th, 2005 • Clayton Dubilier & Rice Fund v L P
The undersigned agree that Amendment No. 1 to the Statement on Schedule 13G to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Joint Filing AgreementJoint Filing Agreement • March 20th, 2008 • Clayton Dubilier & Rice Fund v L P
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Graphic Packaging Holding Company 18,500,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT dated December 12, 2012 Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Deutsche Bank Securities Inc....Underwriting Agreement • December 20th, 2012 • Clayton Dubilier & Rice Fund v L P • New York
In connection with the offering of the Securities, the Selling Stockholders and the Company have entered into the Stock Repurchase Agreement, dated as of December 12, 2012 (the “Stock Repurchase Agreement”), pursuant to which the Selling Stockholders have agreed to sell to the Company, and the Company has agreed to purchase from the Selling Stockholders on the Closing Date in a private, non-underwritten transaction, up to $300,000,000 of shares of Common Stock (the “Concurrent Stock Repurchase”) at a purchase price per share equal to $6.10 per share. The Concurrent Stock Repurchase is conditioned upon the consummation of the offering of the Securities pursuant to this Agreement and the other terms and conditions set forth in the Stock Repurchase Agreement. The closing of the offering of the Securities is not contingent on the closing of the Concurrent Stock Repurchase.
