Pactiv Corporation (NYSE: PTV), a leader in the consumer and
foodservice packaging markets, announced today the expiration of
the early tender/consent deadline in connection with its previously
commenced (i) tender offer and consent solicitation relating to its
6.400% Notes due January 15, 2018 (the “2018 Notes”), and (ii)
tender offer and consent solicitation relating to its 5.875% Notes
due July 15, 2012 (the “2012 Notes”). The consent date for the 2018
Notes was October 18, 2010.
As of 5:00 p.m., New York City time, on October 18, 2010 (the
“Early Tender/Consent Deadline”), 93.36% of the 2018 Notes were
tendered and/or the related consents delivered, and not validly
withdrawn, which exceeded the amount required to approve the
elimination of the “change of control” covenants contained in the
global notes and indentures governing the 2018 Notes (the “Proposed
Amendment”).
Pursuant to the terms of the tender offer and consent
solicitation related to the 2018 Notes, the 2018 Notes already
tendered, and not validly withdrawn, and any 2018 Notes tendered
after the Early Tender/Consent Deadline, may not be withdrawn and
the related consents may not be revoked.
Based on the receipt of the required consents in connection with
the tender offer for the 2018 Notes, Pactiv and the trustee under
the related indenture expect to enter into a supplemental indenture
reflecting the Proposed Amendment. The Proposed Amendment will not
become operative unless and until the tender offer related to the
2018 Notes is consummated.
In addition, Pactiv announced today that it has terminated its
previously announced tender offer and consent solicitation for any
and all of its outstanding 2012 Notes. None of the 2012 Notes were
purchased in the tender offer and consent solicitation, and all
2012 Notes previously tendered and not withdrawn will be promptly
returned to their respective tendering holders. Pactiv expects that
it will promptly commence a change of control offer as required by
the terms of the 2012 Notes and the related indenture, which will
be consummated no earlier than 30 days following the commencement
of such change of control offer.
The tender offer and consent solicitation for Pactiv’s 2018
Notes is being conducted in connection with the pending acquisition
of Pactiv by Reynolds Group Holdings Limited (“Reynolds Group”).
The tender offer and consent solicitation for Pactiv’s 2018 Notes
is conditioned on consummation of the merger transaction, which is
itself subject to customary closing conditions, including approval
by Pactiv’s stockholders. The special meeting of Pactiv
stockholders to consider and vote upon a proposal to approve the
merger agreement with Reynolds Group and the transactions
contemplated thereby will be held on November 15, 2010.
Pursuant to the terms of the merger agreement, the funds
necessary to enable Pactiv to consummate the tender offer and
consent solicitation for its 2018 Notes will be funded by amounts
provided by Reynolds Group or one of its subsidiaries.
The tender offer for Pactiv’s 2018 Notes will expire at 8:00
a.m., New York City time, on November 2, 2010, unless extended or
earlier terminated. As Pactiv intends for the date of settlement to
coincide with the closing of the merger transaction, Pactiv will
extend the expiration time and, consequently, the final acceptance
date for tenders as necessary for this to occur.
Pactiv reserves the right to terminate or amend in any respect
the tender offer and consent solicitation for its 2018 Notes.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Pactiv’s 5.875% Notes due July 15, 2012 or 6.400% Notes due
January 15, 2018. The tender offer and consent solicitation for
Pactiv’s 2018 Notes is being made only pursuant to the offer to
purchase and consent solicitation statement, consent and letter of
transmittal and related materials that Pactiv previously
distributed to noteholders. Noteholders and investors should read
carefully the offer to purchase and consent solicitation statement,
consent and letter of transmittal and related materials because
they contain important information, including the various terms of
and conditions to the tender offer and consent solicitation for
Pactiv’s 2018 Notes.
Important Information
In connection with the proposed merger, Pactiv filed a
definitive proxy statement with the Securities and Exchange
Commission (the “SEC”) on October 15, 2010. INVESTORS AND
STOCKHOLDERS OF PACTIV ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT PACTIV AND THE PROPOSED MERGER. The
definitive proxy statement in connection with the proposed merger
has been mailed to the stockholders of Pactiv. The definitive proxy
statement, other relevant materials (when they become available),
and any other documents filed by Pactiv with the SEC, may be
obtained, without charge, from the SEC’s website at www.sec.gov or
by request to Pactiv Corporation, Attention Corporate Secretary,
1900 W. Field Court, Lake Forest, IL 60045; 866-456-5439;
www.pactiv.com.
Certain Information Regarding
Participants
Pactiv and its executive officers, directors and other members
of its management and employees may be deemed to be participants in
the solicitation of proxies from the stockholders of Pactiv in
connection with the proposed merger. Information about the
executive officers and directors of Pactiv and their ownership of
Pactiv common stock is set forth in the definitive proxy statement
filed by Pactiv on October 15, 2010.
Cautionary Statements
Statements about the expected timing, completion, and effects of
the proposed tender offer and consent solicitation constitute
forward-looking statements. A variety of factors could cause actual
results to differ materially from those projected in the
forward-looking statements, including, with respect to the proposed
merger transaction with Reynolds Group, failure to obtain
stockholder approval, failure of financing, or failure to satisfy
other closing conditions. More detailed information about other
risks and uncertainties is contained in Pactiv’s Annual Report on
Form 10-K at page 23 filed with the SEC as revised and updated by
Forms 10-Q and 8-K as filed with the Commission.
About Pactiv
Pactiv Corporation (NYSE: PTV) is a leader in the consumer and
foodservice/food packaging markets it serves. With 2009 sales of
$3.4 billion, Pactiv derives more than 80 percent of its sales from
market sectors in which it holds the No. 1 or No. 2 market-share
position. Pactiv’s Hefty® brand products include waste bags, slider
storage bags, disposable tableware, and disposable cookware.
Pactiv’s foodservice/food packaging offering is one of the broadest
in the industry, including both custom and stock products in a
variety of materials. For more information, visit
www.pactiv.com.
About Reynolds Group Holdings
Limited
Reynolds Group Holdings Limited is a leading global manufacturer
and supplier of consumer food and beverage packaging and storage
products and operates through five primary segments: SIG,
Evergreen, Reynolds Consumer, Reynolds Foodservice and Closures.
Reynolds Group Holdings Limited is based in Auckland, New Zealand.
Additional information regarding Reynolds Group Holdings Limited is
available at www.reynoldsgroupholdings.com.
Pactiv (NYSE:PTV)
Gráfica de Acción Histórica
De Ene 2025 a Feb 2025
Pactiv (NYSE:PTV)
Gráfica de Acción Histórica
De Feb 2024 a Feb 2025
