Bond America Packaging Corp 4.5% ( US695156AQ25 ) in USD

America Packaging Corp

100 % ▼

United States

US695156AQ25 ( in USD )

4.5% per year ( payment 2 times a year)

01/11/2023 - Bond has expired

Prospectus brochure of the bond Packaging Corp of America US695156AQ25 in USD 4.5%, expired

2 000 USD

700 000 000 USD

695156AQ2

N/A

Packaging Corporation of America (PCA) is a leading producer of containerboard and corrugated packaging products in North America, serving a diverse range of customers across various industries.

The Bond issued by America Packaging Corp ( United States ) , in USD, with the ISIN code US695156AQ25, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/11/2023
The Bond issued by America Packaging Corp ( United States ) , in USD, with the ISIN code US695156AQ25, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

424B5
http://www.sec.gov/Archives/edgar/data/75677/000119312513401062/d...
424B5 1 d610375d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Note

Offering Price
Registration Fee (1)
4.500% Senior Notes due 2023

$700,000,000
99.735%

$698,145,000
$89,921.08

(1) This filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended, and relates to the
Registration Statement on Form S-3 (File No. 333-191713) filed by the Registrant on October 15, 2013.
1 of 68
10/17/2013 8:36 AM

424B5
http://www.sec.gov/Archives/edgar/data/75677/000119312513401062/d...
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-191713

Prospectus supplement to prospectus dated October 15, 2013

4.500% Senior Notes due 2023

We are offering a series of fixed rate senior notes that will pay interest semi-annually in arrears on May 1 and November 1
of each year, beginning on May 1, 2014. The notes will bear interest at a rate equal to 4.500% per year, and will mature on November
1, 2023. We may redeem some or all of the notes at any time at the redemption prices discussed under the caption "Description of the
Notes--Optional Redemption." If a change of control triggering event as described herein occurs, unless we have exercised our
option to redeem the notes, we will be required to offer to repurchase the notes at the repurchase price discussed under the caption
"Description of the Notes--Repurchase at the Option of Holders Upon a Change of Control Triggering Event." Additionally, we will
be required to redeem all the notes under the circumstances and at the redemption price discussed under the caption "Description of
the Notes--Special Mandatory Redemption."
The notes will be our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness
from time to time outstanding.
The notes are a new issue of securities with no established trading market. We do not intend to list the notes on any
securities exchange or on any automated dealer quotation system. Currently, there is no public market for the notes.
Investing in the notes involves risk. See "Risk Factors" beginning on page S-12.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

Per Note

Total

Public offering price (1)

99.735%

$698,145,000
Underwriting discounts

0.650%

$ 4,550,000
Proceeds, before expenses, to Packaging Corporation of America

99.085%

$693,595,000
(1) Plus accrued interest, if any, from October 22, 2013, if settlement occurs after that date.
The underwriters expect to deliver the notes to investors in book-entry only form only through the facilities of The
Depository Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank,
S.A./N.V., as operator of the Euroclear System, on or about October 22, 2013.

Joint Book-Running Managers

Co-Managers

2 of 68
10/17/2013 8:36 AM

424B5
http://www.sec.gov/Archives/edgar/data/75677/000119312513401062/d...
BMO Capital Markets

Mitsubishi UFJ Securities

PNC Capital Markets LLC

SMBC Nikko

The Williams Capital Group, L.P.
Citigroup

BB&T Capital Markets
BBVA

Rabo Securities

TD Securities

The date of this prospectus supplement is October 15, 2013.
3 of 68
10/17/2013 8:36 AM

424B5
http://www.sec.gov/Archives/edgar/data/75677/000119312513401062/d...
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1

RISK FACTORS
S-12
USE OF PROCEEDS
S-17
CAPITALIZATION
S-18
DESCRIPTION OF THE NOTES
S-20
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-30
UNDERWRITING
S-35
LEGAL MATTERS
S-38
EXPERTS
S-38
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-39
Prospectus

ABOUT THIS PROSPECTUS
ii

OUR COMPANY
1

RISK FACTORS
1

FORWARD-LOOKING STATEMENTS
2

USE OF PROCEEDS
3

RATIO OF EARNINGS TO FIXED CHARGES
4

DESCRIPTION OF DEBT SECURITIES
5

PLAN OF DISTRIBUTION
16

LEGAL MATTERS
16

EXPERTS
16

WHERE YOU CAN FIND MORE INFORMATION
16

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
16

S-i
4 of 68
10/17/2013 8:36 AM

424B5
http://www.sec.gov/Archives/edgar/data/75677/000119312513401062/d...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which contains specific information about
the terms of the notes. The second part is the accompanying prospectus, which provides a general description of debt securities we
may offer from time to time, some of which may not apply to the notes. In the event the information in this prospectus supplement
differs in any way from the information set forth in the accompanying prospectus, this prospectus supplement will apply and will
supersede the information in the accompanying prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus we have authorized. No one has been authorized to provide you with
different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell the notes in any jurisdiction where the offer to sell the notes is not permitted. You should
assume that the information appearing in this prospectus supplement and the accompanying prospectus, as well as information we
previously filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference, is accurate as of the dates
of those documents only. Our business, financial condition, results of operations and prospects may have changed since those
respective dates.
It is important for you to read and consider all of the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus or any free writing prospectus we have authorized in making your investment decision. You
should also read and consider the information in the documents to which we have referred you in "Where You Can Find More
Information" in the accompanying prospectus and "Incorporation of Certain Information by Reference" herein.
References in this prospectus supplement to "PCA," "we," "us" and "our" are to Packaging Corporation of America and its
consolidated subsidiaries, unless the context otherwise requires. When referring to the issuer of the notes, these terms refer only to
Packaging Corporation of America, exclusive of its subsidiaries. References in this prospectus supplement to "Boise" are to Boise
Inc. and its consolidated subsidiaries, unless the context otherwise requires. References to the "Transactions" in this prospectus
supplement are references to the Acquisition (as defined below), the related financing arrangements described herein, including the
issuance of the notes, refinancing the existing indebtedness of PCA and Boise, and the payment of fees and expenses associated
therewith.

S-ii
5 of 68
10/17/2013 8:36 AM

424B5
http://www.sec.gov/Archives/edgar/data/75677/000119312513401062/d...
Table of Contents
FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus that are not historical in nature may constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are often identified by the words "will," "should," "anticipate," "believe," "expect,"
"intend," "estimate," "hope" or similar expressions. These statements reflect management's current views with respect to future
events and are subject to risks and uncertainties. There are important factors that could cause actual results to differ materially from
those in forward-looking statements, many of which are beyond our control. These factors, risks and uncertainties include the
following:

· the possibility that the proposed transaction with Boise does not close for any reason, including, but not limited to, a

majority of the outstanding shares of Boise common stock have not been validly tendered into the related tender offer
or the occurrence of a material adverse effect on Boise;

· our ability to successfully integrate Boise or achieve the expected growth, benefits and synergies from the Boise

transaction;

· our ability to redeem the notes if we are required to do so because the proposed transaction with Boise does not close

within the period specified under "Description of the Notes--Special Mandatory Redemption";

· the impact of general economic conditions;

· containerboard and corrugated products general industry conditions, including competition, product demand and

product pricing;

· fluctuations in wood fiber and recycled fiber costs;

· fluctuations in purchased energy costs;

· the possibility of unplanned outages or interruptions at our principal facilities; and

· legislative or regulatory actions or requirements, particularly concerning environmental or tax matters.
Our actual results, performance or achievement could differ materially from those expressed in, or implied by, these
forward-looking statements. Accordingly, we can give no assurances that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do occur, what impact they will have on our results of operations or financial
condition. In view of these uncertainties, investors are cautioned not to place undue reliance on these forward-looking statements. We
expressly disclaim any obligation to publicly revise any forward-looking statements that have been made to reflect the occurrence of
events after the date on which those statements are made. For a discussion of other factors, risks and uncertainties that may affect our
business, you should read carefully the factors discussed under "Risk Factors" in this prospectus supplement and the accompanying
prospectus and in our filings incorporated by reference herein.

S-iii
6 of 68
10/17/2013 8:36 AM

424B5
http://www.sec.gov/Archives/edgar/data/75677/000119312513401062/d...
Table of Contents
SUMMARY
This summary highlights selected information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. This is not intended to be a complete description of the matters covered in this prospectus
supplement and the accompanying prospectus and is subject to, and qualified in its entirety by reference to, the more detailed
information and financial statements (including the notes thereto) contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. For a more complete understanding of this offering, we encourage you to read
carefully this entire prospectus supplement, the accompanying prospectus, any free writing prospectus we have authorized
and the documents incorporated by reference, including the information set forth under "Risk Factors" and our consolidated
financial statements and related notes. In addition, certain statements in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference are forward-looking statements, which involve risks and
uncertainties. See "Forward-Looking Statements" in the accompanying prospectus.
Our Company
PCA is the fourth largest producer of containerboard products in the United States in terms of production capacity.
During 2012, we produced 2.6 million tons of containerboard at our mills, of which about 83% was consumed in our corrugated
products manufacturing plants, 7% was sold to domestic customers and 10% was sold in the export market. Our corrugated
products manufacturing plants sold about 34.7 billion square feet of corrugated products. Our net sales to third parties totaled
$2.8 billion in 2012.
In 2012, we produced 1.6 million tons of kraft linerboard at our mills in Counce, Tennessee and Valdosta, Georgia, and
1.0 million tons of semi-chemical corrugating medium at our mills in Tomahawk, Wisconsin and Filer City, Michigan.
Our corrugated products manufacturing plants produce a wide variety of corrugated packaging products, including
conventional shipping containers used to protect and transport manufactured goods, multi-color boxes and displays with strong
visual appeal that help to merchandise the packaged product in retail locations. In addition, we are a large producer of meat
boxes and wax-coated boxes for the agricultural industry.
Packaging Corporation of America is a Delaware corporation. Our principal executive offices are located at 1955 West
Field Court, Lake Forest, Illinois 60045, and our telephone number is (847) 482-3000. Our website address is
http://www.packagingcorp.com. This website address is not intended to be an active link and information on our website should
not be construed to be part of this prospectus supplement or the accompanying prospectus.
Boise Acquisition
Agreement to Acquire Boise
On September 16, 2013, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Boise and
Bee Acquisition Corporation, our wholly owned subsidiary ("Sub").
On September 26, 2013, Sub commenced a tender offer (the "Offer") to acquire any and all of the outstanding shares of
common stock (the "Shares") of Boise at a price of $12.55 in cash, without interest, per Share, subject to the terms and conditions
of the Merger Agreement. We expect that the Offer will expire October 24, 2013, unless extended. Following the consummation
of the Offer, any Shares not purchased by Sub in the Offer (other than any Shares owned by us, Boise or any of our or their
respective direct or indirect subsidiaries and any Shares with respect to which appraisal rights have been properly exercised)
will be acquired

S-1
7 of 68
10/17/2013 8:36 AM

424B5
http://www.sec.gov/Archives/edgar/data/75677/000119312513401062/d...
Table of Contents
in a cash merger at the same price and Sub will merge with and into Boise, with Boise surviving as our wholly owned subsidiary
(the "Merger" and, together with the Offer, the "Acquisition"). The Merger will be effected in accordance with Section 251(h) of
the General Corporation Law of the State of Delaware and will occur as soon as practicable following the consummation of the
Offer.
The acquisition by Sub of the Shares tendered into the Offer is subject to customary conditions, including (a) that there
have been validly tendered into the Offer and not withdrawn prior to the expiration of the Offer that number of Shares which,
together with the number of Shares, if any, owned by us or Sub or our or their respective subsidiaries, represent a majority of the
outstanding shares of Boise common stock (on a fully diluted basis) as of the expiration of the Offer and (b) the absence of a
Company Material Adverse Effect (as defined in the Merger Agreement). The waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was terminated early, effective September 30, 2013.
Completion of the Merger is subject to the successful consummation of the Offer and other customary closing conditions and is
expected to be completed in the fourth quarter of 2013. The completion of the transactions contemplated by the Merger Agreement
is not subject to a financing condition.
Financing Arrangements
We are party to a commitment letter (the "Commitment Letter") with Bank of America, N.A., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Deutsche Bank AG, Cayman Islands Branch, Deutsche Bank Securities Inc. and certain other
financial institutions (collectively, the "Commitment Parties"). The Commitment Letter provides for (i) commitments by the
Commitment Parties to provide an up to $2.0 billion 364-day senior unsecured bridge term loan credit facility (the "Bridge
Facility") and (ii) agreements by the Commitment Parties to arrange and use commercially reasonable efforts to form a syndicate
of lenders to provide up to $1.65 billion of senior unsecured revolving and term credit facilities that are guaranteed by certain of
our subsidiaries (the "Credit Facilities").
The commitments with respect to the Bridge Facility will be reduced on a dollar-for-dollar basis by the amount of the
net cash proceeds of this offering and term loan commitments under the Credit Facilities. If we finance the Acquisition with the
borrowings under the Bridge Facility, the terms will be customary for loans of this type and we may refinance all or a portion of
the Bridge Facility at a later date. The commitment to provide the Bridge Facility is subject to certain conditions, including the
substantially concurrent consummation of the Acquisition, the negotiation of definitive documentation and other customary closing
conditions.
In addition to the proceeds of this offering and approximately $308 million of PCA's cash on hand, we currently plan to
finance the Transactions with approximately $1.3 billion of proceeds from the Credit Facilities. We currently expect to enter into
the Credit Facilities, consisting of a new five year revolving credit facility, which will replace our existing revolving credit
facility, and five and seven year term loan facilities, which will replace our existing term loan, concurrently with the closing of
the Acquisition. We expect that the terms of any such Credit Facilities will be customary for facilities of this type. See
"Capitalization."
About Boise
Boise is a large, diverse manufacturer and seller of packaging and paper products. Boise's operations began in February
2008. Boise is headquartered in Boise, Idaho, and it operates largely in the United States but also has operations in Europe,
Mexico, and Canada. Boise manufactures and sells corrugated containers and sheets, protective packaging products and papers
associated with packaging, such as label and release papers, and newsprint. Boise manufactures linerboard, which when
combined with corrugating medium is used in the manufacture of corrugated sheets and containers. Boise also manufactures
communication papers such as office

S-2
8 of 68
10/17/2013 8:36 AM

424B5
http://www.sec.gov/Archives/edgar/data/75677/000119312513401062/d...
Table of Contents
papers, commercial printing papers, envelopes, and forms. Boise's common stock is listed on the New York Stock Exchange
under the symbol "BZ."
Boise is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files periodic reports, proxy statements and other information with the SEC. The foregoing
information and information found elsewhere in this prospectus supplement and in our filings incorporated by reference herein
has been derived from periodic and current reports publicly filed with the SEC by Boise and have been reviewed by Boise's
management. For more information on Boise, we encourage you to review these and other reports filed by Boise. Boise's
periodic and current reports, however, are neither incorporated herein by reference nor are they otherwise a part of this
prospectus supplement or the accompanying prospectus, except the financial statements of Boise filed as exhibits to our Current
Report on Form 8-K filed on October 15, 2013. If the Merger takes place, Boise no longer will be publicly owned and will cease
to be listed on the New York Stock Exchange ("NYSE"), and Boise will cease to make filings with the SEC and to comply with
the SEC rules regarding public companies. Even if the Merger does not take place, if we purchase all of the tendered Shares,
there may be so few remaining stockholders and publicly held Shares that Boise's common stock will cease to be eligible to be
traded on the NYSE or other securities exchanges, there may not be an active public trading market for Boise's common stock and
Boise may cease to be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held
companies.

S-3
9 of 68
10/17/2013 8:36 AM

424B5
http://www.sec.gov/Archives/edgar/data/75677/000119312513401062/d...
Table of Contents
THE OFFERING
The following summary contains basic information about the notes and is not intended to be complete. It does not
contain all the information that may be important to you. For a more complete understanding of the notes, please refer to the
section of this prospectus supplement entitled "Description of the Notes" and the section of the accompanying prospectus
entitled "Description of Debt Securities." For purposes of this "The Offering" section of this prospectus supplement, the
terms "we," "us" and "our" refer to Packaging Corporation of America, exclusive of its subsidiaries.

Issuer
Packaging Corporation of America

Securities Offered
$700,000,000 aggregate principal amount of 4.500% senior notes due 2023.

Maturity Date
The notes mature on November 1, 2023.

Interest Rate
The notes will bear interest from October 22, 2013 at a rate equal to 4.500%
per year.

Interest Payment Dates
May 1 and November 1 of each year, beginning on May 1, 2014.

Optional Redemption
At any time prior to August 1, 2023 (three months prior to the maturity of the
notes), the notes will be redeemable, in whole or from time to time in part, at
our option at a redemption price equal to the greater of:

· 100% of the principal amount of the notes to be redeemed; and

· the sum of the present values of the remaining scheduled payments of
principal and interest on the notes to be redeemed (exclusive of interest

accrued to the applicable redemption date) discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined herein), plus 30 basis points,

plus, in the case of both the first and second bullet points above, accrued and

unpaid interest on the principal amount of the notes being redeemed to, but not
including, the redemption date.

In addition, at any time on or after August 1, 2023 (three months prior to the
maturity of the notes), the notes will be redeemable, in whole or in part, at our
option at a redemption price equal to 100% of the principal amount of the notes

being redeemed plus accrued and unpaid interest thereon to, but not including,
the redemption date. See "Description of the Notes--Optional Redemption" in
this prospectus supplement.

Repurchase at the Option of Holders Upon a Upon a "change of control triggering event" (as defined herein), you will have
Change of Control Triggering Event
the right to require us to repurchase your notes at a

S-4
10 of 68
10/17/2013 8:36 AM