Item 1.01. Entry into a Material Definitive Agreement.
On October 31, 2025, Graphic Packaging International, LLC, a Delaware limited liability company (“GPIL”), a wholly-owned subsidiary of Graphic Packaging International Partners, LLC (“Parent”) and the primary operating subsidiary of Graphic Packaging Holding Company, entered into an Incremental Facility Amendment (the “Incremental Amendment”) by and among GPIL, Parent and certain subsidiaries of Parent, as guarantors, Bank of America, N.A., as Administrative Agent, and Coöperatieve Rabobank U.A., New York Branch, as the Delayed Draw Incremental Term Loan Lead Arranger and as the Delayed Draw Incremental Term Loan Lender, which amends that certain Fifth Amended and Restated Credit Agreement, dated as of June 3, 2024 (the “Amended and Restated Credit Agreement”), by and among GPIL, Parent and certain subsidiaries of Parent, the lenders and agents named therein, and Bank of America, N.A., as Administrative Agent. The Incremental Amendment provides for a Delayed Draw Incremental Term Facility in an aggregate amount of up to $400.0 million pursuant to which GPIL may borrow a delayed draw incremental term loan in a single drawing during the period from and including March 15, 2026 and ending on April 15, 2026 (the “Delayed Draw Incremental Term Loan”). The Delayed Draw Incremental Term Loan will mature on June 30, 2027.
The Delayed Draw Incremental Term Loan will bear interest at a floating rate per annum ranging from SOFR plus 1.00% to SOFR plus 1.75% or Base Rate (as defined in the Amended and Restated Credit Agreement (“Base Rate”)) plus 0.00% to Base Rate plus 0.75%, determined using a pricing grid based upon GPIL’s consolidated total leverage ratio from time to time and GPIL’s election of SOFR or Base Rate as the reference rate. Prior to its funding, the Delayed Draw Incremental Term Facility is subject to a commitment/ticking fee ranging from 0.10% to 0.25% per annum based on the undrawn amount thereof. The indebtedness and obligations under the Incremental Amendment shall be secured by a first-priority lien and security interest in substantially all of the personal property assets of GPIL and other guarantors as applicable to other credit facilities under the Amended Credit Agreement.
The proceeds of the Delayed Draw Incremental Term Loan shall be used by GPIL to repay in full GPIL’s 1.512% Senior Secured Notes due 2026, together with transaction costs related thereto.
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 2.03. Creating of a Direct Financial Obligation or an Obligation under Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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| (d) |
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Exhibits |
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| 10.1 |
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Incremental Facility Agreement, dated as of October 31, 2025, by and among Graphic Packaging International, LLC, the Guarantors signatory thereto, Bank of America, N.A., as Administrative Agent, and Coöperatieve Rabobank U.A., New York Branch, as the Delayed Draw Incremental Term Loan Lead Arranger and as the Delayed Draw Incremental Term Loan Lender. |
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| 104 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
