Graphic Packaging Holding Company 47,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT dated April 14, 2011 Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities LLC Deutsche Bank Securities Inc....Underwriting Agreement • April 20th, 2011 • Graphic Packaging Holding Co • Paperboard containers & boxes • New York
Introductory. Graphic Packaging Holding Company, a Delaware corporation (the “Company”), proposes 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 shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A 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 7,050,000 additional shares of Common Stock to cover overallotments, if any. The aforesaid 47,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 7,050,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Optional Securities”) are herein called, collectively,
