Business Context and Reporting Period
Company: Graphic Packaging Holding Company
Filing Type: Form 8-K (Current Report)
Date of Report: May 19, 2014
Event: Entry into a Material Definitive Agreement regarding a secondary offering of common stock.
Key Financial Metrics
This filing reports a capital transaction rather than operational financial results. Specific metrics include:
- Shares Sold: 43,654,214 shares of Common Stock.
- Public Offering Price: $10.45 per share.
- Net Proceeds to Selling Stockholders: $10.415 per share (net of underwriting discounts).
- Total Gross Proceeds: Approximately $456.19 million (calculated as 43,654,214 shares * $10.45).
- Underwriter: Goldman, Sachs & Co.
Note: The filing text does not provide clear values for the Company's revenue, profit, cash flow, margins, debt, or liquidity, as this is a transaction report for selling stockholders, not a primary offering for the Company.
Material Changes
Ownership Structure: Following the closing of the sale on May 22, 2014, the Selling Stockholders (certain trusts and a foundation affiliated with the Coors family and certain affiliates of TPG Global, LLC) ceased to own any shares of the Company's Common Stock.
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 text does not detail specific new risks or contingencies beyond standard underwriting terms.
Investor Verification Checklist
- Verify the final closing date of the transaction (May 22, 2014) and confirm the Selling Stockholders' exit from ownership.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific indemnification and contribution provisions.
- Confirm the impact of this secondary offering on the Company's outstanding share count and market capitalization.
- Check subsequent filings for any changes in the Company's capital structure or debt levels resulting from this event.