Graphic Packaging International, Inc. Graphic Packaging Holding Company Graphic Packaging Corporation and the other Guarantors party hereto UNDERWRITING AGREEMENT dated March 25, 2013 Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global...Underwriting Agreement • March 27th, 2013 • Graphic Packaging Holding Co • Paperboard containers & boxes • New York
Introductory. Graphic Packaging International, Inc., a Delaware corporation (the “Company”) and an indirect wholly-owned subsidiary of Graphic Packaging Holding Company (“Parent”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representative”) are acting as the representative, $425,000,000 principal amount of its 4.75% Senior Notes due 2021 (the “Notes”). The Notes will be guaranteed on a senior unsecured basis, jointly and severally, by (i) the Parent Guarantors (as defined below), (ii) the Subsidiary Guarantors listed on Schedule A hereto and (iii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (the entities described in clauses (ii) and (iii), collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantors, the “Guarantors”), pursuant to
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 Citigroup Global Markets Inc. Deutsche Bank Securities Inc. TPG...Underwriting Agreement • March 27th, 2013 • Graphic Packaging Holding Co • Paperboard containers & boxes • 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)
