GRAPHIC PACKAGING HOLDING CO 8-K

What Happened

• On May 19, 2026, Graphic Packaging International, LLC (the primary operating subsidiary of Graphic Packaging Holding Company) entered into a loan agreement with the Mission Economic Development Corporation (MEDC) to receive proceeds from an MEDC offering of approximately $141.4 million aggregate principal amount of tax‑exempt “green” bonds due 2064. The offering is expected to close on or about June 2, 2026, subject to customary closing conditions.
• The Tax‑Exempt Green Bonds will be issued at a 2.545% premium, bear interest at 5.00% annually, have a mandatory purchase date of June 1, 2030, and result in gross proceeds of about $145.0 million (net ≈ $143.85 million before fees). The equivalent all‑in yield is 4.30%. The bonds are special, limited obligations of MEDC and are payable from and secured by payments under the Loan Agreement with Graphic Packaging.

Key Details

• Loan agreement date: May 19, 2026; expected closing: on or about June 2, 2026.
• Aggregate principal amount: ≈ $141.4 million; gross proceeds ≈ $145.0 million; net proceeds ≈ $143.85 million (before fees).
• Interest: 5.00% coupon; bonds issued at a 2.545% premium; equivalent all‑in yield 4.30%.
• Maturity: due 2064; mandatory purchase date: June 1, 2030; bonds are special, limited obligations of MEDC secured by a pledge of payments under Graphic Packaging’s Loan Agreement.

Why It Matters

• This 8‑K reports a new direct financial obligation for Graphic Packaging via its operating subsidiary, funded with long‑dated, tax‑exempt “green” bonds. That changes the company’s funded debt profile and introduces pledged-payment security tied to the loan agreement.
• The financing provides long-term capital at a relatively low all‑in yield (4.30%) compared with the stated coupon (5.00%) due to issuance premium and tax‑exempt status. Investors should note the expected closing timing and watch for further disclosures on use of proceeds and any effects on leverage, liquidity, or debt covenants.