Graham Packaging units start tender offers for 9 7/8% notes, 8¼% notes

By Angela McDaniels

Tacoma, Wash., July 7 - Graham Packaging Co. Inc. subsidiaries Graham Packaging Co., LP and GPC Capital Corp. I began tender offers and consent solicitations for their 9 7/8% senior subordinated notes due 2014, 8¼% senior notes due 2017 and 8¼% senior notes due 2018, according to a company news release.

Graham Packaging has agreed to be acquired by Reynolds Group Holdings Ltd. Graham Packaging said the purpose of the tender offers and consent solicitations is to offer noteholders an opportunity to receive a premium to the payment that they would receive if they were to tender their notes in a change-of-control offer and to provide Reynolds Group and its affiliates with "permitted holder" status under the indentures governing the notes that is substantially similar to the status that they would have if a change-of-control offer were consummated.

If the proposed amendments to the indenture governing a series of notes are adopted, the issuers will not be required to make a change-of-control offer for the untendered notes of that series.

Holders who tender their notes and deliver consents by 5 p.m. ET on July 19 (the early tender/consent deadline) will receive $1,020 per $1,000 principal amount of notes plus accrued interest up to but excluding the settlement date. This payment includes an early tender premium of $10 and a consent fee of $15.

Holders who tender their notes after the early tender/consent deadline will receive $995 per $1,000 principal amount of notes plus accrued interest.

Separate actions are required to tender notes and to deliver consents; a tender of notes does not constitute a delivery of consents. Noteholders who wish to deliver consent without tendering their notes must do so by the consent deadline in order to receive the $15 consent fee.

Only noteholders of record as of 5 p.m. ET on July 6 may deliver consents.

The tender offers will expire at 8 a.m. ET on Aug. 4.

The tender offers and consent solicitations are conditioned on the consummation of the merger and the receipt of consents from the holders of at least a majority of each series of notes.

The issuers plan to have the settlement date coincide with the closing of the merger. They said that as a result, they might extend the expiration time as necessary for this to occur. The merger is expected to close in the third quarter.

The dealer manager is Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-2147). The information agent is D.F. King & Co., Inc., (800 714-3312 or 212 269-5550).

Graham Packaging is a York, Pa.-based designer, manufacturer and seller of technology-based, customized blow-molded plastic containers. Reynolds Group is an Auckland, New Zealand-based manufacturer and supplier of consumer food and beverage packaging and storage products.

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