Graham Packaging and GPC Capital Corp. I Announce Expiration and Results of Tender Offer for Subordinated Notes

Graham Packaging Company Inc.'s (NYSE: GRM) wholly-owned subsidiaries Graham Packaging Company, L.P. and GPC Capital Corp. I announced today the expiration of the previously announced tender offer for any and all of their 9.875% Senior Subordinated Notes due 2014 set forth in the Offer to Purchase and Consent Solicitation Statement dated July 6, 2011, as supplemented by Supplement No. 1 dated July 18, 2011. In addition, the Issuers have waived the Merger Transaction Condition set forth in the Statement.

As of 5:00 p.m., New York City time, on August 19, 2011, $20,455,000 aggregate principal amount of Subordinated Notes were validly tendered (and not validly withdrawn) in the tender offer. All of the Subordinated Notes that were validly tendered (and not validly withdrawn) prior to the expiration of the tender offer have been accepted for purchase by the Issuers. All holders of the Subordinated Notes that were accepted for purchase will be entitled to receive the base offer consideration of $995 per $1,000 principal amount of Subordinated Notes validly tendered (and not validly withdrawn), plus accrued and unpaid interest. In addition, holders that validly tendered (and did not validly withdraw) Subordinated Notes prior to the Early Tender/Consent Deadline (as defined in the Statement) will be entitled to also receive the early tender premium of $10 per $1,000 principal amount of such Subordinated Notes.

Graham previously announced that the Issuers have received the Requisite Consents (as defined in the Statement) with respect to the Subordinated Notes to adopt the proposed amendments that were the subject of the consent solicitation for such notes. Holders of $230,835,000 aggregate principal amount of Subordinated Notes validly delivered Consents (as defined in the Statement) (and did not validly revoke such Consents) with respect to Subordinated Notes held as of the record date prior to the Early Tender/Consent Deadline. All Consents validly delivered (and not validly revoked) were accepted by the Issuers. All holders of Subordinated Notes for which Consents were accepted will be entitled to receive the consent fee of $15 per $1,000 principal amount of Subordinated Notes for which such Consents were validly delivered (and not validly revoked). The settlement of the tender offer and consent solicitation is expected to occur on August 25, 2011.