ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 15, 2020, Graphic Packaging International, LLC, a Delaware limited
liability company and the primary operating subsidiary of Graphic Packaging
Holding Company ("GPI") entered into an Incremental Facility Amendment (the
"Incremental Amendment") by and among GPI, as Borrower, Graphic Packaging
International Partners, LLC, a Delaware limited liability company and Field
Container Queretaro (USA), L.L.C., as Guarantors, Bank of America, N.A., as
Administrative Agent (the "Agent") and CoBank, ACB, as Incremental Term A-2 Lead
Arranger and Incremental Term A-2 Lender (in such capacity, the "Incremental
Lender"), which amends the Third Amended and Restated Credit Agreement dated as
of January 2, 2018 (the "Amended and Restated Credit Agreement") by and among
GPI and certain subsidiaries thereof as Borrowers, the lenders and agents named
therein, and the Agent.
The Incremental Amendment provides for a senior secured Farm Credit System
incremental term loan facility (the "Incremental Facility") in an aggregate
principal amount of up to $425 million, which is to be drawn on or before
January 15, 2021. The maturity date of the Incremental Facility is January 15,
2028, and any borrowings under the Incremental Facility shall bear interest at a
fixed rate equal to 2.67% per annum. The Incremental Facility is governed by
substantially similar covenants as are set forth in the Amended and Restated
Credit Agreement, and the Incremental Facility is secured by a first priority
lien and security interest in substantially all of the assets of GPI.
The foregoing description of the Incremental Amendment does not purport to be
complete, and is qualified in its entirety by reference to the full text of the
Incremental Amendment, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 20, 2020, Graphic Packaging Holding Company issued a press release
reporting its third quarter 2020 results. A copy of the press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
As provided in General Instruction B.2 of Form 8-K, the information in this Item
2.02 and Exhibit 99.1 of this Form 8-K are being furnished and shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth in Item 1.01 above and the full text of the
Incremental Amendment, which is attached hereto as Exhibit 10.1, are
incorporated by reference into this Item 2.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Exhibit Number Description
10.1 Incremental Facility Amendment dated as of October 15, 2020 by and among Graphic
Packaging International, LLC, the guarantors party thereto, COBANK, ACB as the
Incremental Term A-2 Facility Lead Arranger and Lender and Bank of
America, N.A., as Administrative Agent.
99.1 Press release dated October 20, 2020 reporting third quarter 2020 results
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses