GPK

SEC Filing Summary: New Giant Corporation (10-K)

Business Context and Reporting Period

This Form 10-K covers the fiscal year ended December 31, 2007, for New Giant Corporation (also referred to as "New Graphic"). The company was formed in June 2007 as a wholly-owned subsidiary of Graphic Packaging Corporation. It is a shell company established solely to facilitate the merger between Graphic Packaging Corporation and Altivity Packaging, LLC. As of the reporting date, New Giant had not conducted any material business activities other than those incidental to its formation and the execution of the Transaction Agreement.

Key Financial Metrics

The filing indicates that New Giant Corporation has no operating history, revenue, or profit for the period. Financial data is limited to the initial capitalization required for formation.

• Revenue: $0 (No material activities conducted).
• Net Income/Profit: $0.
• Cash Flow: Not applicable; no operating cash flows.
• Total Assets: $100 (Consisting entirely of cash).
• Total Liabilities: $0.
• Stockholders' Equity: $100 (Comprising $1 in common stock and $99 in additional paid-in capital).
• Debt: $0 (New Giant itself holds no debt; debt obligations relate to the parent company, Graphic, and the target, Altivity).
• Liquidity: $100 cash on hand.

Material Changes and Transaction Structure

There are no period-over-period financial changes as the company was formed mid-year with no prior operations. The primary material event is the pending merger transaction:

• Merger Structure: A subsidiary of New Giant ("Merger Sub") will merge with Graphic Packaging Corporation, making Graphic a wholly-owned subsidiary of New Giant.
• Stock Exchange: Existing Graphic stockholders will receive one share of New Giant stock for each share of Graphic stock held.
• Altivity Acquisition: Owners of Bluegrass Container Holdings, LLC (parent of Altivity) will exchange their equity interests for approximately 139,445,038 shares of New Giant common stock.
• Ownership Split: Post-transaction, Altivity sellers are expected to hold 40.61% of New Giant, while Graphic stockholders will hold 59.39%.

Outlook, Risks, and Contingencies

Management Commentary and Liquidity Plans: Management notes that all legal and accounting fees for 2007 were paid by Graphic Packaging Corporation. Upon consummation of the merger, the combined entity plans to amend its existing Credit Agreement to:

• Establish a new senior secured term loan facility of up to $1.2 billion to repay Altivity's long-term indebtedness.
• Increase the Revolving Credit Facility from $300 million to $400 million for working capital.

Risk Factors: The filing states that New Giant incurred no significant risks during 2007 due to its lack of operations. However, it incorporates by reference the risk factors from Graphic Packaging Corporation's 2007 10-K, which include market risks and operational risks associated with the packaging industry. Unusual Items: The company is classified as a "smaller reporting company" and a "shell company" for the purposes of this filing. There is no established public trading market for New Giant's common stock at this time.

Investor Verification Checklist

• Verify the status of the Transaction Agreement and whether the merger with Altivity Packaging has been consummated.
• Confirm the final ownership percentages of Graphic Packaging stockholders versus Altivity sellers post-merger.
• Review the amended Credit Agreement details regarding the $1.2 billion term loan and the increased revolving facility.
• Examine the Form S-4 (File No. 333-145849) referenced in the filing for detailed terms of the merger and stock exchange ratios.
• Check for any updates on the Risk Factors incorporated from Graphic Packaging Corporation's 2007 filing, as these will apply to the combined entity.