Attached files
file | filename |
---|---|
8-K - FORM 8-K - PACTIV CORP | c60578e8vk.htm |
Exhibit 99.1
Pactiv Commences Tender Offer for Its 5.875% Notes due July 15, 2012 and 6.400% Notes due January
15, 2018 and Related Consent Solicitation
LAKE FOREST, Ill. October 4, 2010 Pactiv Corporation (NYSE: PTV), a leader in the consumer and
foodservice packaging markets, announced today that it commenced tender offers for any and all of
its 5.875% Notes due July 15, 2012 in an aggregate principal amount of $250 million (the 2012
Notes) and any and all of its 6.400% Notes due January 15, 2018 in an aggregate principal amount
of $250 million (the 2018 Notes and, together with the 2012 Notes, the Notes) and related
consent solicitations. The tender offers and consent solicitations are being conducted in
connection with the pending acquisition of Pactiv by Reynolds Group Holdings Limited (Reynolds
Group). The tender offers and consent solicitations are conditioned on consummation of the merger
transaction, which is itself subject to customary closing conditions, including approval by
Pactivs stockholders and foreign regulatory approvals.
Under the terms of the tender offers and consent solicitations, the total consideration to be paid
for each validly tendered Note will be equal to $1,012.50 per $1,000 principal amount of Notes,
plus accrued and unpaid interest to the date of settlement (which Pactiv intends to coincide with
the closing of the merger transaction). The total consideration includes an early tender premium of
$10.00 per $1,000 principal amount of Notes and a consent fee of $2.50 per $1,000 principal amount
of Notes, payable only to holders who tender their Notes and validly deliver their consents prior
to 5:00 p.m., New York City time, on October 18, 2010 (the Early Tender/Consent Deadline)
(without validly withdrawing such Notes or revoking such consents). Holders who validly tender
their Notes after the Early Tender/Consent Deadline (and do not validly withdraw such Notes) will
only receive the principal amount of Notes tendered, plus accrued and unpaid interest to the date
of settlement. Holders that validly tender Notes will be deemed to have delivered consents with
respect to the aggregate principal amount of the Notes so tendered. Holders that validly tender
Notes prior to the Early Tender/Consent Deadline (and do not validly withdraw such Notes) will be
eligible to receive the consent fee in respect thereof (in addition to the early tender premium).
Holders may deliver consents without tendering their Notes. Holders who deliver consents without
tendering the related Notes prior to the Early Tender/Consent Deadline (and do not validly revoke
such consents) will be eligible to receive the consent fee of $2.50 per $1,000 principal amount of
Notes. The consent deadline is 5:00 p.m., New York City time, on October 18, 2010, unless extended
or earlier terminated.
The withdrawal and revocation deadline is 5:00 p.m., New York City time, on October 18, 2010,
unless extended or earlier terminated. The tender offers 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.
In connection with the tender offers, Pactiv is also seeking consents to eliminate the change of
control covenants contained in the global notes and indentures governing the Notes. The Change of
Control Offer (as defined in the indentures governing the Notes) covenants require Pactiv to make
an offer to each holder of Notes to repurchase all or any part of such holders Notes if a Change
of Control Triggering Event (as defined in the indentures governing the Notes) occurs. If the
merger transaction is consummated, a Change of Control Triggering Event is expected to occur.
Holders who do not deliver consents prior to the Early Tender/Consent Deadline will not receive a
consent fee, even though the proposed amendments, if adopted, will bind all holders of each series
of Notes.
In the event that Pactiv does not receive the requisite consents with respect to one or more series
of the Notes prior to the thirtieth day prior to the anticipated closing date of the merger
transaction, Pactiv will conduct a Change of Control Offer for the applicable series of Notes, with
the settlement of such Change of Control Offer expected to occur on the closing date of the merger
transaction.
Pursuant to the terms of the merger agreement, the funds necessary to enable Pactiv to consummate
the tender offers and consent solicitations will be funded by amounts provided by Reynolds Group or
one of its subsidiaries.
Pactiv reserves the right to terminate or amend in any respect any or all of the tender offers and
consent solicitations.
Pactiv has engaged Credit Suisse Securities (USA) LLC (Credit Suisse) as Dealer Manager for the
tender offers and as Solicitation Agent for the consent solicitations. Persons with questions
regarding the tender offers and consent solicitations should contact Credit Suisse at (800)
820-1653 (toll free) or (212) 538-2147 (collect). Requests for copies of the Offer to Purchase and
Consent Solicitation Statement or other tender offer materials may be directed to D.F. King & Co.,
Inc., the Information Agent, at (800) 714-3312 (toll free) or (212) 269 5550 (collect).
This news release is for informational purposes only and does not constitute an offer to buy or the
solicitation of an offer to sell Pactivs 5.875% Notes due July 15, 2012 or 6.400% Notes due
January 15, 2018. The tender offers and consent solicitations are being made only pursuant to the
offer to purchase and consent solicitation statement, consent and letter of transmittal and related
materials that Pactiv will be distributing to noteholders promptly. 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 offers and consent solicitations.
2
Important Information
In connection with the proposed merger, Pactiv filed a preliminary proxy statement with the
Securities and Exchange Commission (the SEC) on August 30, 2010. The preliminary proxy statement
is not yet final and will be amended. INVESTORS AND STOCKHOLDERS OF PACTIV ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT AND THE DEFINITIVE VERSION THEREOF WHEN IT BECOMES AVAILABLE, 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 will be mailed to the stockholders of Pactiv. The
preliminary proxy statement, the definitive proxy statement (when it becomes available), other
relevant materials (when they become available), and any other documents filed by Pactiv with the
SEC, may be obtained, without charge, from the SECs 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 preliminary proxy statement
filed by Pactiv on August 30, 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 Pactivs 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. Pactivs Hefty® brand
products include waste bags, slider storage bags, disposable tableware, and disposable cookware.
Pactivs foodservice/food packaging
3
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.
4