Pactiv Announces Commencement of Change of Control Offer for Its 5.875% Notes Due 2012
20 Octubre 2010 - 6:18PM
Business Wire
Pactiv Corporation (NYSE: PTV), a leader in the consumer and
foodservice packaging markets, announced today that it commenced
its offer to purchase for cash any and all of its outstanding
5.875% Notes due 2012 (the “2012 Notes”), at a price of 101% of the
principal amount of such 2012 Notes, plus accrued and unpaid
interest on the principal amount tendered to, but not including,
the payment date. The change of control offer is being conducted in
connection with the pending merger transaction of Pactiv with
Reynolds Group Holdings Limited (“Reynolds Group”).
The change of control offer is being made solely to fulfill
Pactiv’s obligations under the indenture governing the 2012 Notes
(the “Indenture”), which requires that Pactiv make an offer to
purchase the 2012 Notes following a “Change of Control Triggering
Event” (as defined in the Indenture). The Indenture defines “Change
of Control Triggering Event” as the occurrence of both a Change of
Control (as defined in the Indenture) and a Rating Event (as
defined in the Indenture). If the pending merger transaction of
Pactiv with Reynolds Group is consummated, a Change of Control is
expected to occur. In addition, Standard & Poor’s Rating
Services and Moody’s Investor Services have indicated that upon
completion of the merger transaction of Pactiv with Reynolds Group,
each may downgrade the current ratings of the 2012 Notes, thereby
triggering a Rating Event. Pactiv’s obligation to accept for
payment, purchase or pay for any tendered Notes is conditioned upon
the Change of Control Triggering Event occurring on or prior to the
Change of Control Payment Date (as defined in the Indenture) (the
“Change of Control Condition”).
The special meeting of Pactiv stockholders to consider and vote
upon a proposal to approve the merger agreement and the
transactions contemplated thereby will be held on November 15,
2010. Pactiv expects to complete the merger transaction promptly
after obtaining stockholder approval at the special meeting. In
addition to obtaining stockholder approval, all other closing
conditions must be satisfied or, to the extent permitted, waived
prior to the consummation of the merger transaction.
The change of control offer will expire at 12:00 a.m., New York
City time, on November 20, 2010 (the “Expiration Time”), unless
extended or earlier terminated. As Pactiv intends for the
Expiration Time and, consequently, the final acceptance date for
tenders to occur on the later of (a) the Expiration Time; (b) the
closing of the pending merger transaction; or (c) the fulfillment
of the Change of Control Condition, Pactiv will extend the
Expiration Time and, consequently, the final acceptance date as
necessary for this to occur.
The terms and conditions of the offer, including the conditions
to Pactiv’s obligation to accept the 2012 Notes tendered and pay
the purchase price for them, are set forth in a Notice of Change of
Control and Offer to Purchase dated October 20, 2010.
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 2012 Notes. The change of control offer for Pactiv’s
2012 Notes is being made only pursuant to the Notice of Change of
Control and Offer to Purchase statement, letter of transmittal and
related materials that Pactiv previously distributed to
noteholders. Noteholders and investors should read carefully the
Notice of Change of Control and Offer to Purchase, letter of
transmittal and related materials because they contain important
information, including the various terms of and conditions to the
change of control offer for Pactiv’s 2012 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 change of control offer 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.
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