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Graphic Packaging Holding Company Announces Increase In Size And Pricing Of Secondary Common Stock Offering By Selling Stockholders

ATLANTA, March 21, 2013 /PRNewswire/ -- Graphic Packaging Holding Company (NYSE: GPK) today announced that the selling stockholders have increased the size of the previously announced underwritten secondary public offering of 25,000,000 shares of its common stock to 28,000,000 shares and priced the offering at $7.00 per share.  The shares are being sold by certain existing stockholders of the Company.  The Company is not selling any shares and will not receive any proceeds from the offering and the total number of shares of its outstanding common stock will not change as a result of the offering.

In connection with the offering, the selling stockholders have granted to the underwriters an option to purchase up to 4,200,000 additional shares of common stock. The offering is expected to close on March 27, 2013.

Goldman, Sachs & Co., BofA Merrill Lynch, J.P. Morgan, Citigroup, and Deutsche Bank Securities are serving as joint book running managers for the offering and TPG Capital BD, LLC, Baird, and Oppenheimer & Co. are serving as co-managers.

A shelf registration statement (including a prospectus and prospectus supplement) relating to the offering of the common stock has previously been filed with the Securities and Exchange Commission and has become effective. Before investing, you should read the prospectus, the prospectus supplement and other documents filed with the Securities and Exchange Commission for information about the Company and the offering. Copies of the prospectus and related supplement may be obtained by contacting any of the joint book running managers whose contact information is listed below. You may also obtain these documents free of charge by visiting the Securities and Exchange Commission's website at www.sec.gov.

Joint Book Running Managers: 

Goldman, Sachs & Co.Prospectus Department  200 West Street  New York, NY 10282  Telephone: 1-866-471-2526, facsimile: 212-902-9316  Email: prospectus-ny@ny.email.gs.com

BofA Merrill Lynch222 Broadway New York, NY 10038Attention: Prospectus DepartmentEmail: dg.prospectus_requests@baml.com

J.P. Morgan Securities LLCAttention: Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717Tel: (866) 803-9204

Citigroupc/o Broadridge Financial Solutions1155 Long Island Avenue Edgewood, NY 11717Tel: 1-800-831-9146

Deutsche Bank Securities Inc.Attn.: Prospectus Group 60 Wall Street New York, NY 10005-2836Tel:  (800) 503-4611

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

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