Graham Packaging Company, L.P. and GPC Capital Corp. I Announce Expiration and Results of Tender Offer for Subordinated Notes

Aug 20, 2011, 11:00 ET from Graham Packaging Company Inc.

YORK, Pa., Aug. 20, 2011 /PRNewswire/ -- Graham Packaging Company Inc.'s (NYSE: GRM) ("Graham") wholly-owned subsidiaries Graham Packaging Company, L.P. and GPC Capital Corp. I (collectively, the "Issuers") announced today the expiration of the previously announced tender offer for any and all of their 9.875% Senior Subordinated Notes due 2014 (the "Subordinated Notes") set forth in the Offer to Purchase and Consent Solicitation Statement dated July 6, 2011, as supplemented by Supplement No. 1 dated July 18, 2011 (together, the "Statement"). In addition, the Issuers have waived the Merger Transaction Condition set forth in the Statement.

As of 5:00 p.m., New York City time, on August 19, 2011, $20,455,000 aggregate principal amount of Subordinated Notes were validly tendered (and not validly withdrawn) in the tender offer. All of the Subordinated Notes that were validly tendered (and not validly withdrawn) prior to the expiration of the tender offer have been accepted for purchase by the Issuers. All holders of the Subordinated Notes that were accepted for purchase will be entitled to receive the base offer consideration of $995 per $1,000 principal amount of Subordinated Notes validly tendered (and not validly withdrawn), plus accrued and unpaid interest. In addition, holders that validly tendered (and did not validly withdraw) Subordinated Notes prior to the Early Tender/Consent Deadline (as defined in the Statement) will be entitled to also receive the early tender premium of $10 per $1,000 principal amount of such Subordinated Notes.

Graham previously announced that the Issuers have received the Requisite Consents (as defined in the Statement) with respect to the Subordinated Notes to adopt the proposed amendments that were the subject of the consent solicitation for such notes.  Holders of $230,835,000 aggregate principal amount of Subordinated Notes validly delivered Consents (as defined in the Statement) (and did not validly revoke such Consents) with respect to Subordinated Notes held as of the record date prior to the Early Tender/Consent Deadline. All Consents validly delivered (and not validly revoked) were accepted by the Issuers. All holders of Subordinated Notes for which Consents were accepted will be entitled to receive the consent fee of $15 per $1,000 principal amount of Subordinated Notes for which such Consents were validly delivered (and not validly revoked).  

The settlement of the tender offer and consent solicitation is expected to occur on August 25, 2011.

The Issuers engaged Credit Suisse Securities (USA) LLC ("Credit Suisse") as Dealer Manager for the tender offers and as Solicitation Agent for the consent solicitations. Persons with questions regarding the tender offers and consent solicitations should contact Credit Suisse at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Requests for copies of the Statement or other tender offer materials may be directed to D.F. King & Co., Inc., the Information Agent, at (800) 714-3312 (toll free), (212) 269-5550 (collect) or graham@dfking.com.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Subordinated Notes. The tender offer and consent solicitation with respect to the Subordinated Notes was made only pursuant to the Statement and related materials. Noteholders and investors should read carefully the Statement and related materials because they contain important information, including the various terms of and conditions to such tender offer and consent solicitation.

Contact: David Bullock Chief Financial Officer (717) 849-8500

Jeff Grossman (717) 771-3220 InvestorRelations@grahampackaging.com

SOURCE Graham Packaging Company Inc.



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