Business Context and Reporting Period
Company: Graphic Packaging Holding Company
Filing Type: Form 8-K (Current Report)
Date of Report: May 30, 2013
Event: Entry into a Material Definitive Agreement (Underwriting Agreement) for a secondary offering of common stock by Selling Stockholders.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. The financial data provided relates solely to the securities transaction:
- Shares Sold: 15,000,000 shares of Common Stock ($0.01 par value).
- Offering Price: $7.73 per share.
- Total Proceeds (Gross): $115,950,000 (calculated as 15,000,000 shares x $7.73).
- Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc.
- Closing Date: June 5, 2013.
Material Changes
The primary material change is the reduction in ownership percentage of the Selling Stockholders following the public offering:
- Post-Transaction Ownership: Selling Stockholders will continue to own 136,520,562 shares.
- Ownership Percentage: Approximately 39.2% of the Company's outstanding Common Stock.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, outlook, or management commentary regarding future business performance.
Risks and Contingencies: The Underwriting Agreement includes customary representations, warranties, covenants, and indemnification provisions against certain liabilities. The filing does not disclose specific new risks or contingencies beyond the standard terms of the underwriting agreement.
Investor Verification Checklist
- Verify the final closing date of the transaction (June 5, 2013) and confirm the actual net proceeds after underwriting discounts and expenses.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific indemnification clauses and covenants.
- Confirm the updated total number of outstanding shares to validate the 39.2% ownership calculation for Selling Stockholders.
- Check subsequent filings for any changes in the Selling Stockholders' ownership or additional secondary offerings.