UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):June 21, 2012
Packaging Corporation of America
(Exact name of registrant as specified in its charter)
| Delaware | 1-15399 | 36-4277050 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
| 1900 West Field Court, Lake Forest, Illinois 60045 | ||||
| (Address of Principal Executive Offices, including Zip Code) | ||||
(847) 482-3000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events |
On June 21, 2012, Packaging Corporation of America (the “Company”) executed an Underwriting Agreement with the underwriters named therein to sell $400,000,000 aggregate principal amount of 3.900% Senior Notes due 2022 (the “2022 Notes”). The closing of the offering occurred on June 26, 2012. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
In connection with the issuance of the 2022 Notes, the Company notified the trustee under its 5.75% Senior Notes due 2013 (the “2013 Notes”), that it will redeem all of its outstanding 2013 Notes on July 26, 2012.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 1.1 | Underwriting Agreement, dated June 21, 2012 | |
| 4.1 | Indenture, dated as of July 21, 2003, between the Company and U.S. Bank National Association (Incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003) | |
| 4.2 | Officers’ Certificate, dated as of June 26, 2012, pursuant to Section 301 of the Indenture, dated July 21, 2003, by and between Packaging Corporation of America and U.S. Bank National Association, as Trustee | |
| 5.1 | Opinion of Kirkland & Ellis LLP | |
1
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PACKAGING CORPORATION OF AMERICA (Registrant) | ||
| By: | /s/ KENT A. PFLEDERER | |
Vice President, General Counsel and Secretary (Authorized Officer) | ||
Date: June 26, 2012
EXHIBIT INDEX
Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated June 21, 2012 | |
| 4.1 | Indenture, dated as of July 21, 2003, between the Company and U.S. Bank National Association (Incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003) | |
| 4.2 | Officers’ Certificate, dated as of June 26, 2012, pursuant to Section 301 of the Indenture, dated July 21, 2003, by and between Packaging Corporation of America and U.S. Bank National Association, as Trustee | |
| 5.1 | Opinion of Kirkland & Ellis LLP | |