Graham Packaging Co., L.P., GPC Capital Corp. I will not extend expiration time of tender offer for 9.875% senior subordinated notes due 2014 unless significant amount of additional tenders are received prior to currently scheduled expiration time
August 19, 2011
– 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"), do not currently intend to further extend the Expiration Time (as defined in the Statement referred to below) of the previously announced tender offer for any and all of their 9.875% Senior Subordinated Notes due 2014 (the "Subordinated Notes") set forth in the Offer to Purchase and Consent Solicitation Statement dated July 6, 2011, as supplemented by Supplement No. 1 dated July 18, 2011 and the press release dated August 4, 2011 (together, the "Statement"), unless a significant amount of additional tenders, as determined in the Issuers' sole discretion, are received prior to the currently scheduled Expiration Time of 5:00 p.m., New York City time, on August 19, 2011. If the Expiration Time is not extended, the Issuers intend to waive the Merger Transaction Condition (as defined in the Statement) and accept for purchase Subordinated Notes that were validly tendered (and not validly withdrawn) prior to the Expiration Time and to accept for payment Consents that were validly delivered (and not validly revoked) prior to the Early Tender/Consent Deadline (as defined in the Statement). If the Expiration Time is not extended, the Issuers will fund the purchase of the tendered Subordinated Notes with proceeds of a new senior subordinated note to be issued to Reynolds Group Holdings Limited ("RGHL") or one of its affiliates in a principal amount equal to the aggregate principal amount of Subordinated Notes being purchased by the Issuers in the Offer (as defined in the Statement) plus additional funds provided by RGHL (as defined in the Statement) or one of its affiliates. Accrued and unpaid interest on the Subordinated Notes being purchased will be paid out of cash on hand.
Holders are urged to read the Statement carefully. Except as described in this press release, all terms and conditions of the tender offer and consent solicitation related to the Subordinated Notes as described in the Statement are unchanged.
Graham previously announced that the Issuers have received the Requisite Consents (as defined in the Statement) with respect to the Subordinated Notes to adopt the proposed amendments that were the subject of the consent solicitation for such notes. The Early Tender/Consent Deadline (as defined in the Statement) with respect to the Subordinated Notes expired at 5:00 p.m., New York City time, on July 19, 2011, and was not extended.
The tender offers for the Issuers' 8.25% Senior Notes due 2017 and 8.25% Senior Notes due 2018 (collectively, the "Senior Notes") set forth in the Statement expired at 8:00 a.m., New York City time, on August 4, 2011. The Issuers did not receive the Requisite Consents (as defined in the Statement) with respect to the Senior Notes and will not purchase any Senior Notes in connection with the tender offers for such notes.
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 or other tender offer materials may be directed to D.F. King & Co., Inc., the Information Agent, at (800) 714-3312 (toll free), (212) 269-5550 (collect) or firstname.lastname@example.org.
The tender offer and consent solicitation with respect to the Subordinated Notes is subject to certain conditions as described in the Statement. The Issuers have reserved the right to amend, terminate and/or waive any terms or conditions to such tender offer and consent solicitation, including further extending the Expiration Time (as defined in the Statement), to the fullest extent permitted by law.
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 Subordinated Notes. The tender offer and consent solicitation with respect to the Subordinated Notes are being made only pursuant to the Statement and related materials. Noteholders and investors should read carefully the Statement and related materials because they contain important information, including the various terms of and conditions to such tender offer and consent solicitation.
None of Graham, the Issuers, the Dealer Manager, the Solicitation Agent, or the Information Agent makes any recommendation as to whether holders should tender their Subordinated Notes or deliver consents pursuant to the tender offer and consent solicitation.