Business Context and Reporting Period
Company: Graphic Packaging Holding Company
Filing Type: Form 8-K (Current Report)
Date of Report: February 11, 2014
Event Date: February 11, 2014 (Agreement); February 18, 2014 (Closing)
This filing reports the entry into a material definitive agreement regarding a secondary offering of common stock by certain selling stockholders.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial data relates to the specific transaction:
- Shares Sold: 30,000,000 shares of Common Stock ($0.01 par value).
- Price Per Share: $9.85.
- Total Proceeds (Gross): $295,500,000 (calculated as 30,000,000 shares x $9.85).
- Underwriter: Citigroup Global Markets Inc.
- Beneficiaries: Proceeds were received by the Selling Stockholders, not the Company.
Material Changes
The filing details a secondary offering where existing stockholders sold shares to the public. This transaction results in an increase in the number of outstanding shares but does not directly impact the Company's balance sheet or cash flow, as the Company did not receive the proceeds from the sale.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, outlook, or management commentary regarding future operations or financial performance.
Risks and Contingencies: The Underwriting Agreement includes customary representations, warranties, covenants, and indemnification provisions. The filing notes that the sale was made pursuant to a Registration Statement on Form S-3.
Investor Verification Checklist
- Verify the identity of the "Selling Stockholders" to understand potential dilution or changes in ownership structure.
- Confirm the final closing date of February 18, 2014, and the actual settlement of funds.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific indemnification liabilities or covenants that may affect the Company.
- Check subsequent filings for any impact on the Company's share count and market capitalization.