YORK, Pa., July 18, 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"), are amending the
terms of the tender offers and consent solicitations for their
8.25% Senior Notes due January 1,
2017 and 8.25% Senior Notes due October 1, 2018 (collectively, the "Senior
Notes") set forth in the Offer to Purchase and Consent Solicitation
Statement dated July 6, 2011 (the
"Statement") and the related Consent Letter (as defined in the
Statement).
The amendments:
- increase the "Consent Fee" from $15 to $25 per
$1,000 principal amount of Senior
Notes for which consents are validly delivered prior to the "Early
Tender/Consent Deadline";
- extend the "Early Tender/Consent Deadline" applicable to the
tender offers and consent solicitations for the Senior Notes
previously scheduled for 5:00 p.m.,
New York City time, on
July 19, 2011 to 5:00 p.m., New York
City time, on July 20, 2011;
and
- decrease the "Base Offer Consideration" offered to holders of
the Senior Notes who validly tender their Senior Notes from
$995 to $985 per $1,000 principal amount of Senior Notes
tendered;
The "Total Consideration" offered for the Senior Notes will
remain unchanged at $1,020 per
$1,000 principal amount of Senior
Notes validly tendered, and related consents validly delivered,
prior to the "Early Tender/Consent Deadline."
Only holders of Notes (as defined below) as of 5:00 p.m., New York
City time, on July 6, 2011
(the "Record Date"), may deliver consents in connection with the
consent solicitations. Holders of Notes as of the Record Date may
deliver consents without tendering their Notes in the tender
offers.
The Issuers are not changing any of the terms of the tender
offer and consent solicitation related to their 9.875% Senior
Subordinated Notes due 2014 (together with the Senior Notes, the
"Notes").
The table below sets forth the amended consideration and fees to
be paid in connection with the tender offers and consent
solicitations:
|
|
CUSIP/ISIN
Numbers
|
Aggregate
Outstanding
Principal Amount
|
Title of
Security
|
Total
Consideration(1)
|
Base
Offer
Consideration
(1)
|
Early
Tender
Premium
(1)
|
Consent
Fee (1)
|
|
|
|
|
|
|
|
|
|
38470R
AD3
US38470RAD35
|
$375,000,000
|
9.875%
Senior
Subordinated Notes
due October 7, 2014
|
$1,020
|
$995
|
$10
|
$15
|
|
|
|
|
|
|
|
|
|
38470R
AH4
38470R
AG6
US38470RAH49
US38470RAG65
USU3823CAC39
|
$253,378,000
|
8.25% Senior
Notes
due January 1, 2017
|
$1,020
|
$985
|
$10
|
$25
|
|
|
|
|
|
|
|
|
|
38470R
AK7
38470R
AJ0
US38470RAK77
US38470RAJ05
USU38520AD17
|
$250,000,000
|
8.25% Senior
Notes
due October 1, 2018
|
$1,020
|
$985
|
$10
|
$25
|
|
|
|
|
|
|
|
|
|
(1) Per $1,000 principal amount
of Notes.
|
|
|
|
|
|
|
|
|
|
|
Holders of Notes as of the Record Date wishing to be eligible to
receive the Total Consideration must tender their Notes and
separately deliver the related consents prior to the applicable
"Early Tender/Consent Deadline" (and not validly withdraw such
tenders or validly revoke such consents). The expiration date for
the tender offers is 8:00 a.m.,
New York City time, on
August 4, 2011.
The amendments to the tender offers and consent solicitations
for the Senior Notes are set forth in Supplement No. 1, dated
July 18, 2011 (the "Supplement"), to
the Statement. Holders are urged to read the Statement, the
Supplement and the related Consent Letter carefully. Except as
described in this release and the Supplement, all terms and
conditions of the tender offers and consent solicitations are
unchanged.
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), (212) 269-5550 (collect) or
graham@dfking.com.
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 Supplement, the
Consent Letter and related materials. Noteholders and investors
should read carefully the Statement, the Supplement, 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:
David Bullock
Chief Financial Officer
(717) 849-8500
Jeff Grossman
(717) 771-3220
InvestorRelations@grahampackaging.com
SOURCE Graham Packaging Company Inc.