Graham Packaging Company, L.P. and GPC Capital Corp. I Commence Tender Offers and Consent Solicitations for Their 9.875% Senior Subordinated Notes Due October 7, 2014, 8.25% Senior Notes Due January 1, 2017 and 8.25% Senior Notes Due October 1, 2018

YORK, Pa., July 7, 2011 /PRNewswire/ -- Graham Packaging Company Inc. (NYSE: GRM) ("Graham") announced today that its wholly-owned subsidiaries Graham Packaging Company, L.P. and GPC Capital Corp. I (collectively, the "Issuers"), commenced tender offers for any and all of their outstanding 9.875% Senior Subordinated Notes due October 7, 2014, 8.25% Senior Notes due January 1, 2017 and 8.25% Senior Notes due October 1, 2018 (collectively, the "Notes"). The Issuers are also soliciting the consents of holders of each series of Notes to make certain amendments to the indentures governing the Notes. The Issuers have established 5:00 p.m., New York City time, July 6, 2011, as the record date for the consent solicitations.

The purpose of the tender offers and consent solicitations is to collectively offer holders of Notes an opportunity to receive consideration that represents a premium to the consideration that they would receive if they were to require the Issuers to purchase their Notes in a change of control offer (as defined in the applicable indentures) resulting from the pending acquisition (the "merger transaction") of Graham by Reynolds Group Holdings Limited ("Reynolds Group"), assuming a 30 day notice period following the change of control, 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, as more fully described in the Offer to Purchase and Consent Solicitation Statement dated July 6, 2011 (the "Statement"). In the event that the proposed amendments are adopted with respect to a series of Notes, the Issuers will not be required to make a change of control offer for the untendered Notes of that series of Notes in connection with the merger transaction or with respect to the ownership of Graham Packaging and its subsidiaries by Reynolds Group and its affiliates.  

The tender offers and consent solicitations are being conducted in connection with the pending merger transaction. The tender offers and consent solicitations are conditioned on consummation of the merger transaction, which is itself subject to customary closing conditions, including foreign regulatory approvals. In addition, the tender offers and consent solicitations are conditioned on the receipt of requisite consents to approve the proposed amendments (with respect to each series of Notes, consents in respect of at least a majority in principal amount of the then outstanding Notes issued under the applicable indenture) and the general conditions set forth in the Statement.

Under the terms of the tender offers and consent solicitations, a holder of Notes will be entitled to receive an amount paid in cash equal to $1,020 per $1,000 principal amount of each series of Notes, plus accrued and unpaid interest from the last applicable interest payment date to, but not including, the date of settlement (which the Issuers intend to coincide with the closing of the merger transaction), only if (i) such Notes were held by such holder as of the record date for the consent solicitations and (ii) such holder validly tenders such Notes and validly delivers consents with respect to such Notes prior to 5:00 p.m., New York City time, on July 19, 2011 (the "Early Tender/Consent Deadline") (without validly withdrawing such Notes or revoking such consents). The total consideration includes (i) an early tender premium of $10 per $1,000 principal amount of Notes, payable to holders who tender their Notes and (ii) a consent fee of $15 per $1,000 principal amount of Notes, payable only to holders of Notes as of the record date who deliver their consents with respect to Notes held as of the record date, in each case, prior to the Early Tender/Consent Deadline and without validly withdrawing such Notes or revoking such consents.

Holders who validly tender their Notes after the Early Tender/Consent Deadline (and do not validly withdraw such Notes) will only receive $995 per $1,000 principal amount of Notes tendered, plus accrued and unpaid interest to, but not including, the date of settlement.

Only holders of Notes as of the record date for the consent solicitations may deliver consents (and only with respect to Notes held as of the record date). Holders of Notes as of the record date who deliver consents with respect to Notes held as of the record date prior to the Early Tender/Consent Deadline (and do not validly revoke such consents) are entitled to a consent fee of $15 per $1,000 principal amount of Notes.  

A tender of Notes in the tender offers does not constitute a delivery of consents in the consent solicitations:  separate actions are required to tender Notes and to deliver consents.  Holders of Notes as of the record date may deliver consents with respect to Notes held as of the record date without tendering such Notes.  Holders that validly deliver consents prior to the Early Tender/Consent Deadline may also tender the related Notes prior to or after the Early Tender/Consent Deadline, but prior to the expiration time. In any event, holders of Notes as of the record date that wish to deliver consents with respect to Notes held as of the record date must complete a consent letter in the prescribed form (the "Consent Letter") and deliver such consent letter to the depositary for the consent solicitations prior to the Early Tender/Consent Deadline.  Holders of record who do not deliver consents prior to the Early Tender/Consent Deadline will not receive a consent fee, even though the proposed amendments, if adopted, will bind all holders of the applicable series of Notes.

The withdrawal deadline for the tender of Notes is 5:00 p.m., New York City time, on July 19, 2011, unless extended or earlier terminated. The tender offers will expire at 8:00 a.m., New York City time, on August 4, 2011, unless extended or earlier terminated. The Issuers intend for the date of settlement to coincide with the closing of the merger transaction.  Consequently, the Issuers may extend the expiration time and the final acceptance date for tenders as necessary for this to occur. Subject to the satisfaction or waiver of the conditions to the merger transaction, the merger transaction is currently expected to close in the third calendar quarter of this year.

Deliveries of consents with respect to any series of Notes may be validly revoked prior to the time that holders of at least a majority in principal amount of such series of Notes deliver their consents, unless such time is extended.

Subject to applicable law, the Issuers reserve the right to terminate or amend in any respect any or all of the tender offers and consent solicitations.

The Issuers have 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, the Consent Letter or other tender offer and consent solicitation materials may be directed to D.F. King & Co., Inc., the Information Agent, at (800) 714-3312 (toll free) or (212) 269-5550 (collect).

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 Notes. The tender offers and consent solicitations are being made only pursuant to the Statement, the Consent Letter and related materials that the Issuers will be distributing to noteholders promptly. Noteholders and investors should read carefully the Statement, the Consent Letter and related materials because they contain important information, including the various terms of and conditions to the tender offers and consent solicitations.

Contact:

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

Jeff Grossman
(717) 771-3220
[email protected]

SOURCE Graham Packaging Company Inc.