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Graphic Packaging Announces Closing of Tender Offer

Tuesday 30. June 2009 - Graphic Packaging International, Inc. ("Graphic Packaging"), a subsidiary of Graphic Packaging Holding Company (NYSE:GPK), announced today the final results of its previously announced cash tender offer to purchase up to $225,000,000 aggregate principal amount of its outstanding 8.50% Senior Notes due August 2011, with CUSIP number 38869PAB0 (the "Notes").

The tender offer expired at 8:00 a.m., New York City time, on Monday, June 29, 2009 (the “Expiration Date”). As of the Expiration Date, Notes with an aggregate principal amount of $398,804,000 have been tendered and not validly withdrawn.

The amount of Notes purchased was prorated based on the aggregate principal amount of Notes validly tendered in the tender offer. The aggregate principal amount of the Notes to be purchased in the offer was not to exceed $225,000,000. As such, Graphic Packaging accepted for purchase approximately 56.4 percent of the Notes validly tendered, and not validly withdrawn pursuant to the offer on a pro rata basis. Holders who validly tendered their Notes prior to the early tender date of June 12, 2009 received $1,021.25 per $1,000 principal amount of Notes tendered and accepted for payment, and holders who validly tendered their Notes thereafter received $991.25 per $1,000 principal amount of Notes tendered and accepted for payment. Notes not accepted for purchase will be promptly returned to the tendering holder or, if tendered through the facilities of the Depositary Trust Company (DTC), credited to the relevant account at DTC, in accordance with its procedures.

In addition to the consideration described above, holders of Notes validly tendered and accepted for purchase received accrued and unpaid interest on the Notes from the last interest payment date for the Notes up to, but not including, the settlement date for the Notes.

Settlement for the Notes validly tendered and accepted for purchase was effected on Monday, June 29, 2009.

Pursuant to the terms of the tender offer, Notes not tendered in the tender offer will remain outstanding, and the terms and conditions governing the Notes, including the covenants and other provisions contained in the indenture governing the Notes, will remain unchanged.

http://www.graphicpkg.com
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