01—Abstract
Summary
Summary of the 8-K filed August 15, 2025. Cited figures are marked; the original filing is the authoritative source.
Packaging Corporation of America priced an offering of $500 milliona aggregate principal amount of 5.200% Senior Notes due 2035 on August 11, 2025, and expects to close the issuance and sale on August 15, 2025.
The Notes are unsecured senior obligations of the Company, with interest payable semi-annually on February 15 and August 15, beginning February 15, 2026. Net proceeds are expected to be approximately $495.1 millionb, which the Company intends to use, together with drawings on its term loan facilities and cash on hand, to finance the acquisition of the containerboard business of Greif, Inc. (the Greif Acquisition) and related transaction fees and expenses. The Notes include a special mandatory redemption feature: if the Greif Acquisition is not consummated on or before June 30, 2026 (subject to extension under the Greif Purchase Agreement), or if that agreement is terminated earlier, the Company must redeem the Notes in whole at 101% of principal plus accrued and unpaid interest.
The Notes are redeemable at the Company's option before May 15, 2035 at the greater of a make-whole price (Treasury Rate plus 15 basis points) or par, and at 100%c of principal plus accrued interest on or after that date. Upon a change of control triggering event, holders may require repurchase at 101% of principal plus accrued interest.
The Indenture restricts the Company and its subsidiaries from incurring secured indebtedness above certain limits, entering into sale and leaseback transactions, and merging or consolidating with another person or disposing of substantially all of the Company's assets. The offering is being made under an effective registration statement (File No. 333-289469) with a prospectus supplement and base prospectus both dated August 11, 2025.
02—Key points
Key Highlights
- Priced $500 million of 5.200% Senior Notes due August 15, 2035 on August 11, 2025; closing expected August 15, 2025.
- Expected net proceeds of approximately $495.1 million after underwriting discount and estimated offering expenses.
- Proceeds, along with term loan drawings and cash on hand, are intended to fund the acquisition of Greif, Inc.'s containerboard business and related fees and expenses.
- Special mandatory redemption at 101% of principal plus accrued interest if the Greif Acquisition is not completed by June 30, 2026 (subject to extension) or the Greif Purchase Agreement terminates earlier.
- Optional redemption before May 15, 2035 at the greater of make-whole price (Treasury Rate plus 15 basis points) or par; at par plus accrued interest on or after that date.
- Change of control triggering event allows holders to require repurchase at 101% of principal plus accrued interest.
- Indenture limits secured indebtedness, sale and leaseback transactions, and mergers or dispositions of substantially all assets.
03—Questions
Frequently Asked Questions
How much capital is the offering raising and how will it be used?
The offering is for $500 million aggregate principal amount of notes, with expected net proceeds of approximately $495.1 million after the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds, together with drawings on its term loan facilities and cash on hand, to finance the Greif Acquisition and pay related transaction fees and expenses.
What happens to the notes if the Greif acquisition does not close?
If the Greif Acquisition is not consummated on or before June 30, 2026 (as it may be extended under the Greif Purchase Agreement), or if that agreement is terminated earlier, the Company must redeem all of the notes at 101% of their principal amount plus accrued and unpaid interest to the redemption date.
When and at what price can the Company redeem the notes?
Before May 15, 2035, the Company may redeem the notes at the greater of a make-whole price based on the Treasury Rate plus 15 basis points or 100% of principal, plus accrued interest. On or after May 15, 2035, the notes may be redeemed at 100% of principal plus accrued interest.
What protections do noteholders have?
Upon a change of control triggering event, unless the Company has exercised its redemption option, holders may require the Company to repurchase their notes at 101% of principal plus accrued interest. The Indenture also restricts secured indebtedness, sale and leaseback transactions, and mergers or dispositions of substantially all assets.
What are the key terms of the notes?
The notes are unsecured senior obligations of Packaging Corporation of America, bear interest at 5.200% per year payable semi-annually on February 15 and August 15 beginning February 15, 2026, and mature on August 15, 2035. They are issued under an indenture dated July 21, 2003 with U.S. Bank Trust Company, National Association, as trustee, under a registration statement (File No. 333-289469).
04—Continue