filings.toolsPackaging Corp of America 8-K 2023-11-27
Filed 2023-11-30. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON
Form 8-K
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): November 27, 2023
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 No.) |
1 North Field Court, Lake Forest, Illinois 60045
(Address of Principal Executive Offices, including Zip Code)
(847) 482-3000
(Registrants’ 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 registrants under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | PKG | New York Stock Exchange |
| Item 8.01. | Other Events |
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On November 27, 2023, Packaging Corporation of America (the “Corporation”) entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed therein, for the issuance and sale of $400,000,000 in aggregate principal amount of 5.700% Senior Notes due 2033 (the “Notes”). Net proceeds from the offering of the Notes, after deducting the underwriting discount and estimated offering expenses, are expected to be approximately $396.0 million. The Corporation intends to use these net proceeds, together with a portion of its cash on hand, to redeem, repurchase or otherwise repay at or prior to maturity its outstanding 3.650% Senior Notes due 2024, which mature on September 15, 2024 (the “2024 Notes”). Pending such application, the Corporation intends to invest the net proceeds of the offering of the Notes in short term interest-bearing securities. Nothing in this Form 8-K should be construed as a notice of redemption with respect to the 2024 Notes.
A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1.
| Item 9.01. | Financial Statements and Exhibits |
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A list of exhibits filed herewith is contained on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.
EXHIBIT INDEX
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 | ||||||
| Dated: November 30, 2023 | By: | /s/ Kent A. Pflederer | ||||
| Name: | Kent A. Pflederer | |||||
| Title: | Senior Vice President, General Counsel and Secretary |