Joint Filing AgreementJoint Filing Agreement • December 20th, 2012 • 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. 1, 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”).
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.
