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): May 115, 2013

EXOPACK HOLDING CORP.

(Exact name of registrant specified in its charter)



Delaware	333-136559	76-0678893
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)



3070 Southport Road, Spartanburg, SC		29302
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone, including area code: (864) 596-7140

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 21.0201. ~~Results~~Entry ofInto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

~~Exopack~~As ~~Holdings~~previously ~~Corp. (“Exopack”)~~ announced, ~~2013~~Sun ~~first~~Capital ~~quarter sales of $207 million~~Partners, aInc. ~~decrease~~(“Sun ofCapital”) ~~approximately~~and 5%its ~~from~~affiliates ~~our~~are ~~sales~~pursuing ofa ~~$218~~consolidation ~~million in~~ (the ~~first~~“Consolidation”) ~~quarter~~ of ~~2012. The~~five ~~decrease in revenues was primarily because the first quarter~~ of ~~2013~~their ~~had~~flexible ~~two~~and ~~fewer~~rigid ~~shipping~~packaging ~~days~~portfolio ~~than~~businesses, ~~the~~including ~~first~~Exopack, ~~quarter of 2012~~Kobusch, ~~and we had reduced~~Britton, ~~lower~~Paragon ~~margin brokerage-related sales in the first quarter of 2013. The pet food~~ and ~~salt and insulation bags business stabilized, and we experienced strong sales in the food packaging business.~~Paccor ~~Our gross profit in the first quarter of 2013 exceeded the first quarter of 2012 by 1%~~(collectively, ~~with margins up 0.8% in~~ the ~~first~~“Consolidated ~~quarter~~Businesses”) ~~of 2013 from the first quarter of 2012. We have begun to experience the benefits from purchasing raw materials~~ under aone ~~packaging~~corporate ~~initiative~~holding ~~we have with Global Packaging Procurement Inc~~structure.~~, which assesses raw material prices for us and certain other portfolio companies of Sun Capital Partners, Inc. (“Sun Capital”).~~

~~Item~~In 8connection with the Consolidation, Exopack Holding Corp.~~01 Other~~ ~~Events~~(“Exopack”) and certain of its subsidiaries have entered into the amendments to the credit facilities described below (the “Amendments”). The Amendments were conditions to the completion of the Consolidation. We are currently in the process of implementing the technical steps of the Consolidation, and currently expect those steps to be completed in the next few weeks.

~~Sun~~• ~~Capital~~First ~~Partners,~~Amendment ~~Inc.~~to ~~(“Sun~~the ~~Capital”)~~Third Amended and ~~its~~Restated ~~affiliates~~Credit ~~are~~Agreement, ~~pursuing~~dated aas ~~consolidation (the “Consolidation”)~~ of ~~five~~May of15, ~~their~~2013 ~~flexible~~by and ~~rigid~~among ~~packaging~~Exopack, ~~portfolio businesses~~LLC, ~~including~~Cello-Foil ~~Exopack~~Products, ~~Kobusch~~Inc., ~~Britton,~~Exopack ~~Paragon~~Performance ~~and~~Films ~~Paccor (collectively~~Inc., ~~the~~and ~~“Consolidated~~Exopack-Newmarket, ~~Businesses”)~~Ltd. ~~under~~as ~~one~~Borrowers, ~~corporate~~and ~~holding~~the ~~structure. The~~other ~~Consolidation~~persons isparty ~~being~~thereto ~~pursued~~that inare ~~order~~designated toas ~~create~~Credit aParties ~~global~~and ~~packaging~~General ~~company~~Electric ~~with~~Capital ~~operations~~Corporation, inas ~~over~~US 70Agent, ~~countries~~US ~~that~~L/C ~~focuses~~Issuer ~~on rigid~~ and ~~flexible~~US ~~plastic~~Lender, ~~packaging. The~~and ~~Consolidation~~GE isCanada ~~expected~~Finance toHolding ~~generate~~Company, ~~benefits~~as ~~for~~Canadian ~~the~~Agent, ~~Consolidated~~Canadian ~~Businesses~~L/C ~~that~~Issuer ~~include greater product~~ and ~~technology~~Canadian ~~breadth~~Lender, ~~enabling~~and the ~~Consolidated~~other ~~Businesses~~financial toinstitutions ~~gain~~party ~~market share; a global manufacturing platform~~thereto, ~~enabling~~as ~~the~~Lenders ~~Consolidated Businesses to gain share with major consumer goods companies; and~~ (the ~~ability~~“GE ~~to drive best practices in manufacturing~~Amendment”).

~~The~~• ~~new~~First ~~parent~~Amendment ~~company~~to of the ~~Consolidated~~Credit ~~Businesses~~Agreement, ~~will~~dated beMay a15, ~~Luxembourg~~2013, ~~holding~~by ~~company~~and ~~(“Luxco”). Following~~among ~~the Consolidation~~Exopack, ~~Luxco~~LLC ~~will~~and ~~indirectly~~Cello-Foil ~~own~~Products, ~~all~~Inc. ofas ~~the~~Borrowers, ~~outstanding~~Exopack ~~share~~Key ~~capital~~Holdings, ofLLC, ~~the~~Exopack ~~Consolidated~~Holding ~~Businesses~~Corp. ~~(including~~and ~~CPG~~certain ~~Finance,~~subsidiaries ~~Inc.,~~of ~~the~~Exopack ~~direct~~Key ~~parent~~Holdings, ~~company~~LLC, ofas ~~Exopack)~~Guarantors, ~~and~~each ~~Luxco~~lender ~~and~~from ~~Exopack~~time ~~will~~to ~~continue~~time toparty bethereto, ~~held~~Bank byof ~~funds~~America, ~~managed~~N.A., byas ~~Sun~~Administrative ~~Capital. We~~Agent, ~~anticipate~~and ~~that~~Merrill ~~Exopack~~Lynch, ~~will~~Pierce, ~~continue~~Fenner to& ~~maintain~~Smith aIncorporated ~~debt~~and ~~structure~~Goldman ~~separate~~Sachs ~~from~~Lending ~~the~~Partners, ~~other~~LLC, ~~Consolidated~~as ~~Businesses~~Joint ~~and~~Lead ~~Exopack's~~Arrangers ~~existing~~(the ~~indebtedness~~“Bank ~~will~~of ~~remain~~America ~~outstanding~~Amendment”).

WeThe ~~are~~Amendments ~~currently~~will ~~targeting~~(i) ~~for~~make ~~the~~certain ~~Consolidation~~technical changes to ~~result~~permit inthe ~~cost~~Consolidation ~~savings of approximately $65 million per year based on back-office, manufacturing~~ and ~~global~~(ii) ~~procurement~~enable ~~synergies. We are targeting for~~ Exopack to ~~realize~~participate ~~approximately $16 million~~ in ~~cost~~supplier ~~savings~~financing asat ainvestment ~~result~~grade ofborrowing ~~the Consolidation~~rates. ~~The~~ ~~combined~~In ~~revenues~~addition, of the ~~Consolidated~~Bank ~~Businesses~~of inAmerica ~~2012~~Amendment ~~were~~will ~~approximately~~allow ~~$2.5~~for ~~billion,~~more ~~and~~favorable ~~they~~interest ~~had~~rate ~~profit margins similar to Exopack (after giving effect to the targeted cost savings described above)~~terms.

The ~~board~~Bank of ~~directors~~America ofAmendment ~~Luxco~~amended ~~will oversee~~ the ~~Consolidated~~applicable ~~Businesses. Jack~~margins ~~Knott~~payable ~~and~~on ~~Mike~~the ~~Alger~~term ~~will~~loans bethereunder ~~appointed~~from asthe ~~executive~~previous ~~directors~~amounts of ~~Luxco,~~4.0% ~~along~~for ~~with~~Base ~~other~~Rate ~~non-executive~~Loans ~~directors. They will serve~~ (as ~~Chief~~defined ~~Executive~~therein) ~~Officer~~ and ~~Chief~~5.0% ~~Financial~~for ~~Officer~~Eurodollar ofRate ~~the~~Loans ~~Consolidated Businesses,~~ (as ~~well~~defined astherein) ~~continuing~~with toa ~~serve~~LIBOR asfloor ~~Exopack's~~of ~~Chief~~1.5%. The ~~Executive~~new ~~Officer~~applicable ~~and~~margins ~~Chief~~are ~~Financial Officer, respectively~~2.75% ~~Michael~~for ~~Cronin~~Base ~~will~~Rate beLoans ~~CEO~~and of3.75% ~~Luxco's~~for ~~flexible~~Eurodollar ~~division. The~~Rate ~~consolidated~~Loans ~~group~~with ~~will~~a beLIBOR ~~comprised~~floor of ~~two~~1.25%. If ~~principal~~the ~~operating~~loans ~~segments~~are -repaid ~~the~~(or ~~rigid~~repriced) ~~division~~within ~~and~~one ~~the~~year ~~flexible~~of ~~division. The~~the ~~cost~~Bank of ~~senior~~America ~~management~~Amendment ~~services~~date ~~for~~due ~~Luxco~~to ~~will~~a berepricing ~~shared~~event, ~~among~~there ~~the~~is ~~Combined Businesses on~~ a ~~pro~~prepayment ~~rata~~premium ~~basis,~~of ~~with~~1% ~~Exopack~~of ~~being~~the ~~allocated~~principal ~~approximately~~amount ~~40%~~ of the ~~cost,~~term ~~which~~loans wethereunder ~~believe~~prepaid ~~represents~~(or ~~approximately~~the $1outstanding ~~million~~aggregate principal of ~~annual~~the ~~cost~~amount ~~savings for Exopack~~repriced).

InThe ~~connection~~Bank ~~with~~of ~~the~~America ~~Consolidation,~~Amendment ~~Exopack~~consented isgenerally ~~also seeking~~ to amend its $350 million senior secured term loan facility and its ABL facility with GE Capital (“GE”). Exopack is seeking the term loan amendment in order to (i) obtain more favorable interest rate terms, (ii) make certain technical changes to permit the Consolidation and (iii) enable Exopack to participate in supplier financing ~~at investment grade borrowing rates, which Exopack believes will reduce working capital needs and improve cash flows at more attractive financing costs~~arrangements. ~~Exopack is seeking the ABL amendment in order to make certain technical changes to permit the Consolidation.~~ GE will separately consent to each supplier financing program on a case by case basis~~. The~~ ~~effectiveness~~and ofhas ~~these~~consented ~~amendments~~to isExopack’s execution of a ~~condition~~supplier financing program with respect to ~~the~~receivables ~~Consolidation~~of a particular customer.

This report includes forward‑looking statements, which are based on our current expectations and projections about future events. All statements other than statements of historical facts included in this report including, without limitation, statements regarding our future financial position, risks and uncertainties related to our business, strategy, capital expenditures, projected costs and our plans and objectives for future operations, including our plans for future costs savings and synergies, may be deemed to be forward‑looking statements. Words such as “believe,” “expect,” “anticipate,” “may,” “assume,” “plan,” “intend,” “will,” “should,” “could,” “estimate,” “risk” and similar expressions or the negatives of these expressions are intended to identify forward‑looking statements. By their nature, forward‑looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward‑looking statements are not guarantees of future performance. You should not place undue reliance on these forward‑looking statements. In addition any forward‑looking statements are made only as of the date of this report, and we do not intend and do not assume any obligation to update any statements set forth in this report. Many factors may cause our results of operations, financial condition, liquidity and the development of the industry in which we compete to differ materially from those expressed or implied by the forward‑looking statements contained in this report.

Item ~~The~~2.03 Creation ~~information in this Current Report on Form 8-K shall not be deemed "filed" for purposes~~ of ~~Section~~a 18Direct ofFinancial ~~the~~Obligation ~~Securities Exchange Act of 1934, as amended (the "Exchange Act"),~~ or ~~otherwise~~an ~~subject~~Obligation ~~to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing~~ under ~~the~~an ~~Securities~~Off-Balance ~~Act~~Sheet Arrangement of ~~1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such~~ a ~~filing~~Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

SIGNATURE

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.

	EXOPACK HOLDING CORP.
Date: May 1, 2013	By:	/s/ Jack E. Knott
Date: May 15, 2013	By:	/s/ Jack E. Knott
		Jack E. Knott
		Chairman and Chief Executive Officer

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