Business Context and Reporting Period
Company: Graphic Packaging Holding Company
Filing Type: Form 8-K (Current Report)
Date of Report: April 14, 2011
Event: Entry into a Material Definitive Agreement for an initial public offering (IPO) of common stock.
Key Financial Metrics
This filing details a capital raising transaction rather than operational financial performance. Key transaction metrics include:
- Shares Sold: 47,000,000 shares of Common Stock ($0.01 par value).
- Public Offering Price: $4.75 per share.
- Net Proceeds per Share: $4.54 (net of underwriting discounts).
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to 7,050,000 additional shares.
- Underwriters: Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Note: The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change is the Company's transition to a public entity through the sale of common stock. This represents a significant increase in equity capital and a change in the Company's capital structure compared to the prior period.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the execution of the Underwriting Agreement with customary representations, warranties, indemnification, and contribution provisions between the Company and the Underwriters.
Risks and Contingencies: The agreement includes standard indemnification clauses where both parties agree to indemnify each other against certain liabilities. The full text of the Underwriting Agreement is attached as Exhibit 1.1 and incorporated by reference for complete details on risks and contingencies.
Investor Verification Checklist
- Verify the final closing date and actual proceeds received after the 30-day over-allotment option period.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific lock-up periods and underwriting discounts.
- Confirm the use of proceeds as detailed in the Company's Registration Statement (not included in this 8-K).
- Check subsequent filings for the exercise of the 7,050,000 share over-allotment option.