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Graphic Packaging Announces Pricing of Senior Notes Offering

Press release from the issuing company

Atlanta, Ga. – Graphic Packaging International, LLC ("Graphic Packaging"), a direct wholly-owned subsidiary of Graphic Packaging International Partners, LLC and the primary operating subsidiary of Graphic Packaging Holding Company, announced that it has entered into an agreement to sell $450 million aggregate principal amount of its senior unsecured notes due 2028 (the "Senior Notes") in a private offering in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Senior Notes will bear interest at an annual rate of 3.50% and will be issued at par. Graphic Packaging expects to close the offering on or about March 6, 2020, subject to the satisfaction of customary closing conditions.

The Senior Notes will be senior unsecured obligations of Graphic Packaging. The Senior Notes will be guaranteed by Graphic Packaging International Partners, LLC and Field Container Queretaro (USA), L.L.C., as well as by Graphic Packaging's future material domestic subsidiaries that guarantee obligations under its senior credit facilities and its existing senior notes due 2021, 2022, 2024 and 2027.

Graphic Packaging estimates that the net proceeds from this offering will be approximately $443 million, after deducting the initial purchasers' discount and other transaction related costs. The net proceeds from the offering will be used to repay a portion of the outstanding borrowings under Graphic Packaging's revolving credit facility under its senior secured credit facility and for general corporate purposes.

The Senior Notes and the related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act and outside the United States, to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Senior Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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