YORK, Pa., July 7, 2011 /PRNewswire/ -- Graham Packaging
Company Inc. (NYSE: GRM) ("Graham") announced today that its
wholly-owned subsidiaries Graham Packaging Company, L.P. and GPC
Capital Corp. I (collectively, the "Issuers"), commenced tender
offers for any and all of their outstanding 9.875% Senior
Subordinated Notes due October 7,
2014, 8.25% Senior Notes due January
1, 2017 and 8.25% Senior Notes due October 1, 2018 (collectively, the "Notes"). The
Issuers are also soliciting the consents of holders of each series
of Notes to make certain amendments to the indentures governing the
Notes. The Issuers have established 5:00
p.m., New York City time,
July 6, 2011, as the record date for
the consent solicitations.
The purpose of the tender offers and consent solicitations is to
collectively offer holders of Notes an opportunity to receive
consideration that represents a premium to the consideration that
they would receive if they were to require the Issuers to purchase
their Notes in a change of control offer (as defined in the
applicable indentures) resulting from the pending acquisition (the
"merger transaction") of Graham by Reynolds Group Holdings Limited
("Reynolds Group"), assuming a 30 day notice period following the
change of control, and to provide Reynolds Group and its affiliates
with "Permitted Holder" status under the indentures governing the
Notes that is substantially similar to the status that they would
have if a change of control offer were consummated, as more fully
described in the Offer to Purchase and Consent Solicitation
Statement dated July 6, 2011 (the
"Statement"). In the event that the proposed amendments are adopted
with respect to a series of Notes, the Issuers will not be required
to make a change of control offer for the untendered Notes of that
series of Notes in connection with the merger transaction or with
respect to the ownership of Graham Packaging and its subsidiaries
by Reynolds Group and its affiliates.
The tender offers and consent solicitations are being conducted
in connection with the pending merger transaction. The tender
offers and consent solicitations are conditioned on consummation of
the merger transaction, which is itself subject to customary
closing conditions, including foreign regulatory approvals. In
addition, the tender offers and consent solicitations are
conditioned on the receipt of requisite consents to approve the
proposed amendments (with respect to each series of Notes, consents
in respect of at least a majority in principal amount of the then
outstanding Notes issued under the applicable indenture) and the
general conditions set forth in the Statement.
Under the terms of the tender offers and consent solicitations,
a holder of Notes will be entitled to receive an amount paid in
cash equal to $1,020 per $1,000 principal amount of each series of Notes,
plus accrued and unpaid interest from the last applicable interest
payment date to, but not including, the date of settlement (which
the Issuers intend to coincide with the closing of the merger
transaction), only if (i) such Notes were held by such holder as of
the record date for the consent solicitations and (ii) such holder
validly tenders such Notes and validly delivers consents with
respect to such Notes prior to 5:00
p.m., New York City time,
on July 19, 2011 (the "Early
Tender/Consent Deadline") (without validly withdrawing such Notes
or revoking such consents). The total consideration includes (i) an
early tender premium of $10 per
$1,000 principal amount of Notes,
payable to holders who tender their Notes and (ii) a consent fee of
$15 per $1,000 principal amount of Notes, payable only to
holders of Notes as of the record date who deliver their consents
with respect to Notes held as of the record date, in each case,
prior to the Early Tender/Consent Deadline and without validly
withdrawing such Notes or revoking such consents.
Holders who validly tender their Notes after the Early
Tender/Consent Deadline (and do not validly withdraw such Notes)
will only receive $995 per
$1,000 principal amount of Notes
tendered, plus accrued and unpaid interest to, but not including,
the date of settlement.
Only holders of Notes as of the record date for the consent
solicitations may deliver consents (and only with respect to Notes
held as of the record date). Holders of Notes as of the record date
who deliver consents with respect to Notes held as of the record
date prior to the Early Tender/Consent Deadline (and do not validly
revoke such consents) are entitled to a consent fee of $15 per $1,000
principal amount of Notes.
A tender of Notes in the tender offers does not constitute a
delivery of consents in the consent solicitations: separate
actions are required to tender Notes and to deliver consents.
Holders of Notes as of the record date may deliver consents
with respect to Notes held as of the record date without tendering
such Notes. Holders that validly deliver consents prior to
the Early Tender/Consent Deadline may also tender the related Notes
prior to or after the Early Tender/Consent Deadline, but prior to
the expiration time. In any event, holders of Notes as of the
record date that wish to deliver consents with respect to Notes
held as of the record date must complete a consent letter in the
prescribed form (the "Consent Letter") and deliver such consent
letter to the depositary for the consent solicitations prior to the
Early Tender/Consent Deadline. Holders of record who do not
deliver consents prior to the Early Tender/Consent Deadline will
not receive a consent fee, even though the proposed amendments, if
adopted, will bind all holders of the applicable series of
Notes.
The withdrawal deadline for the tender of Notes is 5:00 p.m., New York
City time, on July 19, 2011,
unless extended or earlier terminated. The tender offers will
expire at 8:00 a.m., New York City time, on August 4, 2011, unless extended or earlier
terminated. The Issuers intend for the date of settlement to
coincide with the closing of the merger transaction.
Consequently, the Issuers may extend the expiration time and
the final acceptance date for tenders as necessary for this to
occur. Subject to the satisfaction or waiver of the conditions to
the merger transaction, the merger transaction is currently
expected to close in the third calendar quarter of this year.
Deliveries of consents with respect to any series of Notes may
be validly revoked prior to the time that holders of at least a
majority in principal amount of such series of Notes deliver their
consents, unless such time is extended.
Subject to applicable law, the Issuers reserve the right to
terminate or amend in any respect any or all of the tender offers
and consent solicitations.
The Issuers have engaged Credit Suisse Securities (USA) LLC ("Credit Suisse") as Dealer Manager
for the tender offers and as Solicitation Agent for the consent
solicitations. Persons with questions regarding the tender offers
and consent solicitations should contact Credit Suisse at (800)
820-1653 (toll free) or (212) 538-2147 (collect). Requests for
copies of the Statement, the Consent Letter or other tender offer
and consent solicitation materials may be directed to D.F. King & Co., Inc., the Information
Agent, at (800) 714-3312 (toll free) or (212) 269-5550
(collect).
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell the Notes. The tender offers and consent solicitations are
being made only pursuant to the Statement, the Consent Letter and
related materials that the Issuers will be distributing to
noteholders promptly. Noteholders and investors should read
carefully the Statement, the Consent Letter and related materials
because they contain important information, including the various
terms of and conditions to the tender offers and consent
solicitations.
Contact:
Graham Packaging:
David Bullock
Chief Financial Officer
(717) 849-8500
Jeff
Grossman
(717) 771-3220
InvestorRelations@grahampackaging.com
SOURCE Graham Packaging Company Inc.