Graphic Packaging announces underwritten, secondary public offering of 43,654,214 shares of common stock by certain of its existing stockholders; company will not sell any shares or receive proceeds from offering

Elyse Blye

ATLANTA , May 20, 2014 (press release) – Graphic Packaging Holding Company (NYSE: GPK) today announced an underwritten, secondary public offering of 43,654,214 shares of its common stock by certain of its existing stockholders. The Company will not sell any shares or receive any proceeds from the offering and the total number of shares of its outstanding common stock will not change as a result of the offering.

Goldman, Sachs & Co. is acting as the sole book running manager for the offering.

A shelf registration statement (including a prospectus) relating to the offering of the common stock has previously been filed with the Securities and Exchange Commission and has become effective. Before investing, you should read the prospectus and other documents filed with the Securities and Exchange Commission for information about the Company and the offering. Copies of the prospectus and related prospectus supplement, when available, may be obtained from: Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, Telephone: 1-866-471-2526, facsimile: 212-902-9316, Email: prospectus-ny@ny.email.gs.com. You may also obtain these documents free of charge by visiting the Securities and Exchange Commission's website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward Looking Statements

Any statements of the Company's expectations in this press release constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements, including, but not limited to, those regarding the offering, are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company's present expectations. These risks and uncertainties include, but are not limited to, market conditions affecting the offering. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company undertakes no obligation to update such statements. Additional information regarding this and other risks is contained in the Company's filings with the Securities and Exchange Commission.

About Graphic Packaging Holding Company

Graphic Packaging Holding Company (NYSE: GPK), headquartered in Atlanta, Georgia, is a leading provider of packaging solutions to food, beverage and other consumer products companies. The Company is the largest U.S. producer of folding cartons and holds leading market positions in coated-unbleached kraft, coated-recycled board and multi-wall bags. The Company's customers include many of the world's most widely recognized companies and brands with prominent market positions in the beverage, food and other consumer products industries. Additional information about the Company, its business and its products, is available on the Company's web site at www.graphicpkg.com.

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