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Graphic Packaging Announces Pricing of Senior Notes Offering

Monday 20. September 2010 - Graphic Packaging International, Inc. ("Graphic Packaging"), a wholly-owned subsidiary of Graphic Packaging Holding Company (NYSE:GPK), announced that, in connection with its cash tender offer for up to $250 million aggregate principal amount of its 9.50% senior subordinated notes due August 2013, it has entered into an agreement to sell $250 million aggregate principal amount of its senior unsecured notes due 2018 (the "Senior Notes") in a registered public offering.

The Senior Notes will bear interest at an annual rate of 7.875% and will be issued at par. Graphic Packaging expects to close the offering on September 29, 2010, subject to the satisfaction of customary closing conditions.

The Senior Notes will be guaranteed by Graphic Packaging Holding Company and Graphic Packaging Corporation as well as by certain of Graphic Packaging’s material domestic subsidiaries who have guaranteed obligations under its senior credit facilities and its existing senior notes.

Graphic Packaging estimates that the net proceeds from this offering will be approximately $245.6 million after deducting the underwriters’ discount. The net proceeds from the offering will be used, together with cash on hand, solely to refinance, through a tender offer, $250 million aggregate principal amount of the 2013 notes in connection with the cash tender offer and to pay any applicable early tender premiums. To the extent that there are net proceeds remaining after purchasing any 2013 notes tendered, or if the tender offer is not consummated, Graphic Packaging intends to use the net proceeds from the offering to redeem up to $250 million aggregate principal amount of 2013 notes, including any 2013 notes tendered and accepted for payment, pursuant to the terms of the indenture governing the 2013 notes.

Graphic Packaging has filed a registration statement (including a prospectus and, with regard to the Senior Notes offering, a preliminary prospectus supplement dated September 15, 2010) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Graphic Packaging has filed with the Securities and Exchange Commission for more complete information about Graphic Packaging and the Senior Notes offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Graphic Packaging, any underwriter or any dealer participating in the Senior Notes offering will arrange to send you the prospectus if you request it by calling Graphic Packaging’s Investor Relations department at (770) 644-3000.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

http://www.graphicpkg.com/
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