Pactiv LLC Announces Results of Its Debt Tender Offer for Any and All of Its Outstanding 8.375% Debentures Due 2027
15 Diciembre 2022 - 7:30AM
Pactiv Evergreen Inc. (“PTVE”) announced today the results of its
indirect, wholly-owned subsidiary, Pactiv LLC’s (“Pactiv”)
previously announced tender offer (the “Tender Offer”) to purchase
for cash any and all of Pactiv’s outstanding 8.375% Debentures due
2027 (the “Notes”).
The Tender Offer expired at 5:00 p.m., New York
City time, on December 14, 2022 (the “Expiration
Date”). As of the Expiration Date, approximately $32.9
million aggregate principal amount of the Notes were validly
tendered and not validly withdrawn (the “Tendered Notes”). None of
the Notes are subject to guaranteed delivery procedures.
The following table sets forth some of the terms of the Tender
Offer:
Title of Notes |
|
CUSIP Number |
|
ISIN Number |
|
PrincipalAmountOutstanding |
|
Principal AmountTendered |
|
Consideration(1)(2) |
8.375% Debentures due 2027 |
|
880394AE1 |
|
US880394AE11 |
|
$200,000,000.00 |
|
$32,890,000 |
|
$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. |
Payment for the Tendered Notes is expected to be made later
today. Pactiv also expects to accept for payment all Notes that
remain subject to guaranteed delivery procedures and to make
payment for such Notes on December 19, 2022. 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.
The Tender Offer was 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”). 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.
Credit Suisse Securities (USA) LLC and Citigroup Global Markets
Inc. acted as Dealer Managers for the Tender Offer. The Information
Agent and Tender Agent was 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 Tendered Notes and any Notes subject to
guaranteed delivery procedures. 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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