Attached files
file | filename |
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EX-2.1 - EX-2.1 - PACTIV CORP | c59812exv2w1.htm |
EX-10.1 - EX-10.1 - PACTIV CORP | c59812exv10w1.htm |
EX-99.1 - EX-99.1 - PACTIV CORP | c59812exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 15, 2010
PACTIV CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-15157 | 36-2552989 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
1900 West Field Court | ||
Lake Forest, Illinois | 60045 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (847) 482-2000
None
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On August 16, 2010, Pactiv Corporation, a Delaware corporation (the Company),
entered into an Agreement and Plan of Merger (the Merger Agreement) with Rank Group
Limited, a company organized under the laws of New Zealand (Investor), Reynolds Group
Holdings Limited, a company organized under the laws of New Zealand (Reynolds) and
Reynolds Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Reynolds
(Sub). Pursuant to the terms of the Merger Agreement, Sub will be merged with and into
the Company, and as a result the Company will continue as the surviving corporation and a wholly
owned subsidiary of Reynolds (the Merger). Reynolds and Sub are affiliates of Investor.
Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and
outstanding share of common stock of the Company (the Common Stock), other than shares
owned by any stockholders who properly exercise appraisal rights under Delaware law, will be
canceled and will be automatically converted into the right to receive $33.25 in cash, without
interest.
Reynolds has obtained debt and equity financing commitments for the transactions contemplated
by the Merger Agreement.
The Company has made customary representations and warranties in the Merger Agreement and
agreed to customary covenants, including covenants regarding the operation of the business of the
Company and its subsidiaries prior to the closing.
Consummation of the Merger is not subject to a financing condition under the Merger Agreement,
but it is subject to various other conditions, including (i) receipt of the affirmative vote of
holders of a majority of the outstanding shares of Common Stock, (ii) the absence of certain legal
impediments to the consummation of the Merger and (iii) the expiration or termination of any
required waiting periods or receipt of any applicable approvals under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and applicable foreign antitrust laws. Among
others, Reynolds obligation to consummate the Merger is also subject to the accuracy of the
Companys representations and warranties and the Companys compliance with covenants and the
absence of any material adverse effect on the Company.
The Merger Agreement may be terminated under certain circumstances. Upon the termination of
the Merger Agreement, under specified circumstances, the Company will be required to pay Reynolds a
termination fee of $160 million, or $500 million (with the $160 million, if paid, credited against
such $500 million payment) in the event of a willful breach by the Company of any covenant in the
Merger Agreement. Additionally, upon termination of the Merger Agreement under specified
circumstances, Reynolds will be required to pay the Company a termination fee of $250 million or,
in certain other circumstances, including in the event of a willful breach by Investor, Reynolds or
Sub of
any covenant in the Merger Agreement, $500 million (with the $250 million, if paid, credited
against such $500 million payment).
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by
reference.
Amendment to Change-in-Control Severance Benefit Plan
On August 15, 2010, the board of directors of the Company adopted the First Amendment (the
Amendment) to the Amended and Restated Change-in-Control Severance Benefit Plan for Key
Executives, as such plan was effective November 4, 1999 and subsequently amended and restated as of
March 1, 2005, December 29, 2006 and March 27, 2009 (the Plan) to delete, subject to
execution of the Merger Agreement and consummation of the Merger, the provision that Stock Options
(as defined in the Plan) and Stock Appreciation Rights (as defined in the Plan) would remain
exercisable for the lesser of thirty-six (36) months after the date of Change in Control (as
defined in the Plan) or termination, as applicable, or the remaining life of the Stock Option or
Stock Appreciation Right.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit
10.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On August 17, 2010, the Company announced that it entered into the Merger Agreement by press
release, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 | Agreement and Plan of Merger, dated as of August 16, 2010, by and among Rank Group Limited, Reynolds Group Holdings Limited, Reynolds Acquisition Corporation and Pactiv Corporation. | |
10.1 | First Amendment to the Amended and Restated Pactiv Corporation Change-in-Control Severance Benefit Plan for Key Executives | |
99.1 | Press Release dated August 17, 2010. |
Cautionary Statements
The Merger Agreement has been included to provide investors with information regarding its
terms. Except for its status as the contractual document that establishes and governs the legal
relations among the parties with respect to the transactions described above, the Merger Agreement
is not intended to be a source of factual, business or operational information about the parties.
The representations, warranties and covenants made by the parties in the Merger Agreement are
qualified as described in the Merger Agreement. Representations and warranties may be used as a
tool to allocate risks among the parties, including where the parties do not have complete
knowledge of all facts. Investors are not third party beneficiaries under the Merger Agreement and
should not rely on the representations, warranties or covenants or any descriptions thereof as
characterization of the actual state of facts or condition of the parties or any of their
respective affiliates.
Important Information
In connection with the proposed merger, the Company intends to file relevant materials with
the Securities and Exchange Commission (the SEC), including a preliminary proxy statement
and a definitive proxy statement. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ
THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY AND THE PROPOSED MERGER. The definitive proxy statement in connection with the
proposed merger will be mailed to the stockholders of the Company. The preliminary proxy
statement, the definitive proxy statement and other relevant materials (when they become
available), and any other documents filed by the Company with the SEC, may be obtained free of
charge at the SECs web site at www.sec.gov. In addition, investors and stockholders may obtain
free copies of the documents filed with the SEC by directing a written request to: Pactiv
Corporation, 1900 West Field Court, Lake Forest, Illinois 60045, Attention: Company Secretary.
Certain Information Regarding Participants
The Company 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
the Company in connection with the proposed merger. Information about the executive officers and
directors of the Company and their ownership of the Companys common stock is set forth in the
proxy statement for the Companys 2010 Annual Meeting of Shareholders that was filed with the SEC
on April 1, 2010. Investors and stockholders may obtain additional information regarding the
interests of such potential participants by reading the preliminary proxy statement, the definitive
proxy statement and the other relevant documents filed with the SEC when they become available.
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.
Dated: August 17, 2010 | PACTIV CORPORATION | |||||
By: | /s/ Joseph E. Doyle | |||||
Name: | ||||||
Title: | Vice President and General Counsel |
EXHIBIT INDEX
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated as of August 16, 2010, by and among Rank Group Limited, Reynolds Group Holdings Limited, Reynolds Acquisition Corporation and Pactiv Corporation. | |
10.1
|
First Amendment to the Amended and Restated Pactiv Corporation Change-in-Control Severance Benefit Plan for Key Executives | |
99.1
|
Press Release dated August 17, 2010. |