Business Context and Reporting Period
This Form 8-K Current Report was filed by Graphic Packaging Holding Company (GPK) and Graphic Packaging International, LLC on May 19, 2021. The filing reports the entry into a Material Definitive Agreement and the unregistered sale of equity securities involving the final exchange of membership interests held by International Paper Company.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a corporate transaction structure.
Material Changes
The primary material change reported is the execution of a Consent and Waiver Agreement on May 19, 2021, between Graphic Packaging International Partners, LLC, GPK, GPI Holding I, Inc., and International Paper Company. Key details include:
- Transaction: International Paper will sell and transfer its remaining 22,773,072 Common Units in the Company to GPI Holding I.
- Consideration: The exchange is for an equivalent number of shares of GPK common stock.
- Closing Date: The Exchange is expected to close on May 21, 2021.
- Post-Transaction Status: Upon completion, International Paper will own no membership interests in the Company.
- Disposition: International Paper intends to dispose of the GPK shares acquired immediately upon receipt in transactions exempt from registration.
Guidance, Outlook, and Risks
The filing does not provide management commentary, financial guidance, or outlook. It notes that the Common Units and the shares being issued are exempt from registration under Section 4(a)(2) of the Securities Act of 1933. The description of the agreement is qualified by reference to the full text of the Consent and Waiver Agreement attached as Exhibit 10.1.
Investor Verification Checklist
- Verify the closing of the Exchange on or around May 21, 2021.
- Confirm the exact number of GPK common shares issued to International Paper in exchange for the 22,773,072 Common Units.
- Review the full text of the Consent and Waiver Agreement (Exhibit 10.1) for any conditions precedent or covenants not detailed in this summary.
- Monitor subsequent filings for details on International Paper's disposition of the acquired GPK shares.