Graham Packaging completes tender offer, calls remaining notes

New York, Oct. 7 - Graham Packaging Holdings Co. said it completed its tender offers for the 8¾% senior subordinated notes due 2008 and floating-rate subordinated term securities due 2008 that it issued on Feb. 2, 1998 and May 28, 2003 along with GPC Capital Corp. I and the 10¾% senior discount notes due 2009 which it issued Feb. 2, 1998 along with GPC Capital Corp. II.

The company said it will call the remaining notes - $55.70 million of the 8¾% notes, $2.5 million of the floaters and $48.63 million of the discount notes.

As previously announced, Graham Packaging Holdings, a York, Pa.-based maker of plastic containers, said on Sept. 9 that along with GPC Capital Corp. I, GPC Capital Corp. II and Graham Packaging Co. LP, it had started a cash tender offer for any and all of the 8¾% notes, the floating-rate securities and the 10¾% notes.

The company originally set an early tender deadline of 5 p.m. ET on Sept. 22, which has since been extended, and said the tender offers would expire at midnight ET on Oct. 6, subject to possible extension.

It said that noteholders tendering the 8¾% notes by the early tender date would receive total consideration of $1,032.92 per $1,000 principal amount, including an early tender premium of $20 per $1,000 principal amount. Holders tendering the floating-rate securities by the early tender date would receive $1,001.25 per $1,000 principal amount, including an early tender premium of $20 per $1,000 principal amount. Holders tendering the 10¾% notes by the early tender date would receive $1,039.58 per $1,000 principal amount, including the $20 early tender premium.

Noteholders tendering after the early tender deadline but before the respective offer expirations would not receive the early tender premium, so the payment for the 8¾% notes would be $1,012.92 per $1,000 principal amount, for the floaters $981.25 per $1,000 principal amount and for the 10¾% notes $1,019.58 per $1,000 principal amount.

All tendering holders would also receive accrued interest up to but excluding the date of payment. The company said that tendered notes could be withdrawn up to the early tender deadline but not subsequently unless Graham were to reduce the purchase price, the early tender premium or the size of the tender offer.

Graham said that completion of the tender offers is subject to completion of an offering of senior and senior subordinated notes, whose proceeds will be used, along with cash on hand, to finance the tender offer.

Graham further said that it intends to redeem any notes not tendered in the offers. The redemption price for the 8¾% notes will be 102.917, for the floaters par and for the 10¾% notes 103.583.

Citigroup Global Markets Inc. is dealer manager for the tender offer (contact Liability Management Group at 800 558- 3745 or call collect 212 723-6106). Global Bondholder Services Corp. is the depositary and information agent (866 470-4200 or 212 430-3774).

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