Pactiv Evergreen Inc. (“PTVE”) announced today that its indirect,
wholly owned subsidiary, Pactiv LLC (“Pactiv”), has commenced a
tender offer (the “Tender Offer”) to purchase for cash any and all
of Pactiv’s outstanding 8.375% Debentures due 2027 (the “Notes”).
The following table sets forth some of the terms
of the Tender Offer:
Title of Notes |
|
CUSIP Number |
|
ISIN Number |
|
Principal Amount Outstanding |
|
Consideration(1)(2) |
8.375% Debentures due
2027 |
|
880394AE1 |
|
US880394AE11 |
|
$200,000,000.00 |
|
$970.00 |
(1) Per $1,000 principal amount of Notes accepted for
purchase.(2) Does not include accrued and unpaid interest,
which will be paid in addition to the Consideration.
The Tender Offer is being made upon and is
subject to the terms and conditions set forth in the Offer to
Purchase dated December 8, 2022 (the “Offer to Purchase”) and the
related Letter of Transmittal and Notice of Guaranteed Delivery
(together with the Offer to Purchase, the “Tender Offer
Documents”). The Tender Offer will expire at 5:00 p.m., New York
City time, on December 14, 2022, unless extended or earlier
terminated by Pactiv (such time as may be extended, the “Expiration
Date”).
Holders of Notes who validly tender (and do not
validly withdraw) their Notes on or prior to the Expiration Date or
pursuant to the guaranteed delivery procedures described in the
Tender Offer Documents will be eligible to receive $970.00 per
$1,000 principal amount of such tendered Notes. In addition,
holders of Notes that are validly tendered and accepted for
purchase will also receive accrued and unpaid interest to, but not
including, the settlement date for the Tender Offer, which is
currently expected to be December 15, 2022, the business day
following the Expiration Date.
Tendered Notes may be withdrawn at any time
prior to the earlier of (i) the Expiration Date and (ii) if the
Tender Offer is extended, the 10th business day after commencement
of the Tender Offer. Tendered Notes may also be validly withdrawn
at any time after the 60th business day after commencement of the
Tender Offer if for any reason the Tender Offer has not been
consummated by that date.
Pactiv’s obligation to accept for payment and to
pay for the Notes validly tendered in the Tender Offer is subject
to the satisfaction or waiver of a number of conditions described
in the Offer to Purchase. Pactiv reserves the right, subject to
applicable law, to (i) waive any and all conditions to the Tender
Offer, (ii) extend, terminate or withdraw the Tender Offer, or
(iii) otherwise amend the Tender Offer in any respect. Pactiv will
use cash on hand of certain of its affiliates, which will be loaned
or contributed to Pactiv, to purchase the Notes.
The Notes are obligations of Pactiv alone and
none of PTVE and its subsidiaries (other than Pactiv) are primary
obligors or guarantors of the Notes.
Credit Suisse Securities (USA) LLC and Citigroup
Global Markets Inc. are acting as Dealer Managers for the Tender
Offer. The Information Agent and Tender Agent is Global Bondholder
Services Corporation.
Copies of the Tender Offer Documents are
available at https://www.gbsc-usa.com/pactiv/ or by contacting the
Information Agent at (855) 654-2014 (toll-free) or (212) 430-3774
(collect) or email contact@gbsc-usa.com. Questions regarding the
Tender Offer should be directed to Credit Suisse Securities (USA)
LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect) and
Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or
(212) 723-6106 (collect) or email
ny.liabilitymanagement@citi.com.
This news release shall not constitute an offer
to sell, a solicitation to buy or an offer to purchase or sell any
securities. The Tender Offer is being made only pursuant to the
Offer to Purchase and only in such jurisdictions as is permitted
under applicable law.
Investor Contact:
Dhaval
Patel732.501.9657dhaval.patel@pactivevergreen.com
About Pactiv Evergreen Inc. and Pactiv
LLC
Pactiv Evergreen Inc. is a leading manufacturer
and distributor of fresh foodservice and food merchandising
products and fresh beverage cartons in North America. With a team
of approximately 16,500 employees, it produces a broad range of
on-trend and feature-rich products that protect, package and
display food and beverages for today’s consumers. Its products,
many of which are made with recycled, recyclable or renewable
materials, are sold to a diversified mix of customers, including
restaurants, foodservice distributors, retailers, food and beverage
producers, packers and processors. Pactiv LLC is an indirect,
wholly owned subsidiary of Pactiv Evergreen Inc., which holds the
businesses, assets and employees of PTVE’s Foodservice and Food
Merchandising segments.
Cautionary Statements
This news release contains certain
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. Statements that do not relate
strictly to historical or current facts are forward-looking.
Without limiting the generality of the foregoing, forward-looking
statements contained in this news release specifically include
statements regarding PTVE’s and Pactiv’s plans and expected timing
with respect to the Tender Offer. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from projected results. Accordingly, investors
should not place undue reliance on forward-looking statements as a
prediction of actual results. Pactiv and PTVE have based these
forward-looking statements on current expectations and assumptions
about future events, taking into account all information currently
available to them. While PTVE considers these expectations and
assumptions to be reasonable, they are inherently subject to
significant business, economic, competitive, regulatory and other
risks and uncertainties, many of which are difficult to predict and
beyond PTVE’s control. The risks and uncertainties that may affect
the operations, performance and results of PTVE’s business and
forward-looking statements include, but are not limited to:
fluctuations in raw material, energy and freight costs; labor
shortages and increased labor costs; PTVE’s ability to meet demand
for its products; the uncertain economic, operational and financial
impacts of the coronavirus pandemic; failure to maintain
satisfactory relationships with PTVE’s major customers; PTVE’s
dependence on suppliers of raw materials and any interruption to
its supply of raw materials; the impact of natural disasters,
public health crises and catastrophic events outside of PTVE’s
control; PTVE’s ability to realize the benefits of its capital
investment, acquisitions, restructuring and other cost savings
programs; PTVE’s safety performance; uncertain global economic
conditions; competition in the markets in which PTVE operates;
changes in consumer lifestyle, eating habits, nutritional
preferences and health-related, environmental and sustainability
concerns; the impact of PTVE’s significant debt on its financial
condition and ability to operate its business; compliance with, and
liabilities related to, applicable laws and regulations; the
ownership of a majority of the voting power of PTVE’s common stock
by its parent company Packaging Finance Limited, an entity owned by
Mr. Graeme Hart; and PTVE’s ability to establish independent
financial, administrative and other support functions.
These and other risks are described under Item
1A, “Risk Factors,” and elsewhere in PTVE’s Annual Report on Form
10-K for the year ended December 31, 2021, as updated by Part II,
Item 1A, “Risk Factors” in PTVE’s subsequently filed Quarterly
Reports on Form 10-Q and other documents PTVE files from time to
time with the Securities and Exchange Commission. In addition, PTVE
may be subject to currently unforeseen risks that may have a
materially adverse impact on it.
Any forward-looking statement speaks only as of
the date on which such statement is made, and PTVE undertakes no
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law.
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