Obligation America Packaging Corp 3.9% ( US695156AP42 ) en USD

America Packaging Corp

100 % ▼

Etas-Unis

US695156AP42 ( en USD )

3.9% par an ( paiement semestriel )

15/06/2022 - Obligation échue

Prospectus brochure de l'obligation Packaging Corp of America US695156AP42 en USD 3.9%, échue

2 000 USD

400 000 000 USD

695156AP4

N/A

Packaging Corporation of America (PCA) est un important producteur nord-américain d'emballages en carton ondulé et de papiers de contenance, desservant une clientèle diversifiée dans divers secteurs.

L'Obligation émise par America Packaging Corp ( Etas-Unis ) , en USD, avec le code ISIN US695156AP42, paye un coupon de 3.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2022

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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)
3.900% Senior Notes due 2022

$400,000,000

99.911% $399,644,000

$
45,840

(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. 333-182251 filed by the Registrant on June 21, 2012.
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-182251

Prospectus supplement to prospectus dated June 21, 2012

We are offering a series of fixed rate senior notes that will pay interest semi-annually in arrears on June 15 and December 15 of each
year, beginning on December 15, 2012. The notes will bear interest at a rate equal to 3.900% per year, and will mature on June 15,
2022. At any time prior to the date that is three months prior to the maturity of the notes, we may redeem some or all of the notes at
any time at the redemption price discussed under the caption "Description of the Notes--Optional Redemption." At any time on or
after the date that is three months prior to the maturity of the notes, we may redeem some or all of the notes at a price equal to 100%
of the principal amount of the notes redeemed plus accrued and unpaid interest. 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."
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-7.
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)

99.911%
$399,644,000
Underwriting discounts

0.650%
$ 2,600,000
Proceeds, before expenses, to Packaging Corporation of America

99.261%
$397,044,000
(1) Plus accrued interest, if any, from June 26, 2012, 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 June 26, 2012.

Joint Book-Running Managers

BofA Merrill Lynch
Deutsche Bank Securities

Wells Fargo Securities
Co-Managers

BMO Capital Markets

Citigroup

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J.P. Morgan

Mitsubishi UFJ Securities

PNC Capital Markets LLC

The Williams Capital Group, L.P.
The date of this prospectus supplement is June 21, 2012.
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TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
S-1

Summary
S-3

Risk Factors
S-7

Use of Proceeds
S-10
Capitalization
S-11
Description of the Notes
S-12
Material United States Federal Income Tax Consequences
S-21
Underwriting
S-26
Legal Matters
S-29
Prospectus

About This Prospectus
i

Our Company
1

Risk Factors
1

Forward-Looking Statements
1

Use of Proceeds
2

Selected Financial Data
3

Ratio of Earnings to Fixed Charges
4

Description of Debt Securities
4

Plan of Distribution
15
Legal Matters
15
Experts
15
Where You Can Find More Information
15
Incorporation of Certain Information by Reference
15
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

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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" and "Incorporation of Certain Information by Reference" in the accompanying
prospectus.
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.

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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 and corrugated products in the United States in terms of production
capacity. During 2011, we produced 2.5 million tons of containerboard at our mills, of which about 80% was consumed in our
corrugated products manufacturing plants, 10% was sold to domestic customers and 10% was sold in the export market. Our
corrugated products manufacturing plants sold about 32.5 billion square feet of corrugated products. Our net sales to third parties
totaled $2.6 billion in 2011.
In 2011, we produced 1.5 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. We
currently lease the cutting rights to approximately 88,000 acres of timberland located near our Counce and Valdosta mills. We
also have supply agreements with third parties on approximately 279,000 acres of timberland.
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.

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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
$400,000,000 aggregate principal amount of 3.900% senior notes due 2022.

Maturity Date
The notes mature on June 15, 2022.

Interest Rate
The notes will bear interest from June 26, 2012 at a rate equal to 3.900% per
year.

Interest Payment Dates
June 15 and December 15 of each year, beginning on December 15, 2012.

Optional Redemption
At any time prior to March 15, 2022 (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 35
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 March 15, 2022 (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 repurchase price equal to
101% of the principal amount of the notes

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repurchased plus any accrued and unpaid interest to, but not including, the
repurchase date. See "Description of the Notes--Repurchase at the Option of

Holders Upon a Change of Control Triggering Event" in this prospectus
supplement.

Ranking
The notes will be our unsecured and unsubordinated obligations, ranking equally
in right of payment with all of our existing and future unsecured and
unsubordinated indebtedness, and will be senior in right of payment to any of
our future subordinated indebtedness.

The notes will be junior in right of payment to our existing and future secured
indebtedness to the extent of assets securing that indebtedness and will be

structurally subordinated to the existing and future indebtedness and other
liabilities of our subsidiaries.

Covenants
We will issue the notes under an indenture containing covenants for your benefit.
These covenants require us to satisfy certain conditions in order to:

· incur debt secured by liens;

· engage in sale and leaseback transactions; or

· merge or consolidate with another entity.

For a more detailed discussion of these covenants, see "Description of Debt

Securities--Covenants" in the accompanying prospectus.

Form and Denomination
The notes will be issued in book-entry only form and will be represented by a
permanent global certificate deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of Cede & Co., DTC's
nominee. Beneficial interests in the notes will be shown on, and transfers will
be effected only through, records maintained by DTC and its participants.
Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as
operator of the Euroclear System, will hold interests on behalf of their
participants through their respective U.S. depositaries, which, in turn, will hold
such interests in accounts as participants of DTC. Except in the limited
circumstances described in this prospectus supplement, owners of beneficial
interests in the notes will not receive or be entitled to receive certificated notes.
See "Description of the Notes--Book-Entry; Delivery and Form." The notes
will be issued only in denominations of $2,000 and integral multiples of $1,000
in excess thereof.

Use of Proceeds
We anticipate that we will receive approximately $396.1 million in net
proceeds from the offering of the notes, after deducting underwriting discounts
and other estimated expenses of the offering payable by us. We intend to use
these net proceeds, together with cash on hand and/or borrowings under our
revolving credit facility, to redeem or otherwise acquire and retire all $400.0
million aggregate principal amount of our outstanding 5 3/4% Senior Notes due
2013

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(the "2013 Notes"). We currently anticipate that the cost to redeem the 2013
Notes will be approximately $432.2 million, including a redemption premium of
$21.0 million and accrued and unpaid interest to, but not including, the

redemption date of $11.2 million. Prior to that time, we intend to invest the net
proceeds of this offering in short-term interest-bearing obligations. See "Use of
Proceeds" in this prospectus supplement.

Further Issues
The indenture does not limit the amount of debt securities that we may issue
thereunder and provides that the debt securities may be issued from time to time
in one or more series. We may from time to time, without notice to or the
consent of the holders of the notes, create and issue additional debt securities
having the same form and terms as (other than the issue date and, under some
circumstances, issue price and the first interest payment date) and ranking
equally and ratably with the notes in all respects, as described under
"Description of the Notes--Further Issues."

Trustee
U.S. Bank National Association

Governing Law
New York

Risk Factors
You should carefully consider all of the information contained or incorporated
by reference in this prospectus supplement, the accompanying prospectus and
any free writing prospectus we have authorized, and, in particular, you should
carefully read the section entitled "Risk Factors" beginning on page S-7 in this
prospectus supplement, before investing in the notes.

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RISK FACTORS
You should carefully consider and evaluate the following risk factors and the information contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized,
including the risk factors incorporated by reference from our most recent Annual Report on Form 10-K, as updated by our
quarterly reports on Form 10-Q and other filings we make with the SEC. Our business, financial condition, liquidity or results of
operations could be materially and adversely affected by any of these risks. These risks are not intended as, and should not be
construed as, an exhaustive list of relevant risk factors. There may be other risks that a prospective investor should consider that
are relevant to the investor's own particular circumstances or to investors generally.
We are permitted to incur more debt, which may intensify the risks associated with our current leverage, including the risk
that we will be unable to service our debt.
The indenture governing the notes does not limit the amount of additional debt that we may incur. In addition, the indenture does
not contain any restrictive covenants limiting our ability to pay dividends or make any payments on junior or other indebtedness. If we
incur additional debt, the risks associated with our leverage, including the risk that we will be unable to service our debt, including
the notes, will increase.
The notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The notes are obligations of PCA exclusively and not obligations of any of our subsidiaries. The notes will not be guaranteed by
any of our subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or
to make any funds available therefor, whether by dividends, loans or other payments. Holders of the notes will have subordinate
claims against the assets of our subsidiaries as compared to the creditors of such subsidiaries. Accordingly, the notes will be
structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries. See "Description of the
Notes--Ranking."
In addition, the indenture governing the notes does not contain any limitation on the amount of liabilities, such as trade payables,
that may be incurred by our subsidiaries. At March 31, 2012, we had approximately $161.6 million of subsidiary indebtedness and
other liabilities that would have been structurally senior to the notes.
The notes will be subject to the prior claims of any secured creditors and, if a default occurs, we may not have sufficient funds
to fulfill our obligations under the notes.
The notes are unsecured obligations, ranking equally with our other unsecured and unsubordinated indebtedness and effectively
junior to any secured indebtedness we may incur. If we incur additional secured debt, our assets securing that indebtedness will be
subject to prior claims by our secured creditors. In the event of our bankruptcy, insolvency, liquidation, reorganization, dissolution or
other winding up, our assets that secure debt will be available to pay obligations on the notes only after all debt secured by those
assets has been repaid in full. Holders of the notes will participate in any remaining assets ratably with all of our other unsecured and
unsubordinated creditors, including trade creditors. If there are not sufficient assets remaining to pay all these creditors, then all or a
portion of the notes then outstanding would remain unpaid. At March 31, 2012, we had $135.6 million of secured indebtedness
outstanding on a consolidated basis.
We have made only limited covenants in the indenture governing the notes.
The indenture governing the notes contains limited covenants, including those restricting our ability and certain of our
subsidiaries' ability to incur debt secured by liens and engage in sale and leaseback transactions. The limitations on incurring debt
secured by liens and sale and leaseback transactions contain exceptions that

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