Graham Packaging units gets consents needed to amend 9 7/8% notes

By Angela McDaniels

Tacoma, Wash., July 19 - Graham Packaging Co. Inc. subsidiaries Graham Packaging Co., LP and GPC Capital Corp. I received the requisite consents to adopt amendments to the indenture governing their 9 7/8% senior subordinated notes due 2014, according to a company news release.

The companies began tender offers and consent solicitations for the 9 7/8% notes as well as their 8¼% senior notes due 2017 and 8¼% senior notes due 2018 on July 7.

If the proposed amendments to the indenture governing a series of notes are adopted, the issuers will not be required to make a change-of-control offer for the untendered notes of that series after it is acquired by Reynolds Group Holdings Ltd.

The consent deadline was 5 p.m. ET on July 19 for the 9 7/8% notes. The consent deadline for the 8¼% notes was extended to 5 p.m. ET on July 20.

Separate actions are required to tender notes and to deliver consents; a tender of notes does not constitute a delivery of consents. Noteholders who wish to deliver consent without tendering their notes must do so by the consent deadline in order to receive the consent fee.

Holders who tender their notes and deliver consents by the applicable consent deadline will receive $1,020 per $1,000 principal amount of notes. For the 8¼% notes, this payment includes a base offer amount of $985, an early tender premium of $10 and a consent fee of $25. For the 9 7/8% notes, this payment includes a base offer amount of $995, an early tender premium of $10 and a consent fee of $15.

Holders who tender their notes after the consent deadline will receive only the base offer amount.

The companies will also pay accrued interest up to but excluding the settlement date.

The composition of the payment for the 8¼% notes was amended on July 18. Before the change, the base offer amount was $995, the early tender premium was $10 and the consent fee was $15. The total amount to be paid for notes tendered by the consent deadline, $1,020, is unchanged.

The tender offers will expire at 8 a.m. ET on Aug. 4.

Graham Packaging said that the purpose of the tender offers and consent solicitations is to offer noteholders an opportunity to receive a premium to the payment that they would receive if they were to tender their notes in a change-of-control offer 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.

The offers and consent solicitations are conditioned on the consummation of the merger and the receipt of consents from the holders of at least a majority of each series of notes.

As noted previously, the issuers plan to have the settlement date coincide with the closing of the merger. They said that as a result, they might extend the expiration time as necessary for this to occur. The merger is expected to close in the third quarter.

The dealer manager is Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-2147). The information agent is D.F. King & Co., Inc., (800 714-3312 or 212 269-5550).

Graham Packaging is a York, Pa.-based designer, manufacturer and seller of technology-based, customized blow-molded plastic containers. Reynolds Group is an Auckland, New Zealand-based manufacturer and supplier of consumer food and beverage packaging and storage products.

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