Attached files
file | filename |
---|---|
8-K - FORM 8-K - PACTIV CORP | c60794e8vk.htm |
Exhibit 99.1
Pactiv Announces Receipt of Required Consents with Respect to the Tender Offer and Consent
Solicitation for Its 6.400% Notes due January 15, 2018
Pactiv Announces the Termination of the Tender Offer and Consent Solicitation for its 5.875% Notes
due July 15, 2012
LAKE FOREST, Ill. October 19, 2010 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withdrawn, which exceeded the amount required to approve the elimination of the change of control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2018 Notes already tendered, and not validly withdrawn, and any 2018 Notes tendered after the Early
Tender/Consent Deadline, may not be withdrawn and the related consents may not be revoked.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not withdrawn will be promptly returned to their respective tendering holders.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 Pactivs 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 Pactivs 2018 Notes is
conditioned on consummation of the merger transaction, which is itself subject to customary closing
conditions, including approval by Pactivs 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 Pactivs 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 Pactivs 5.875% Notes due July 15, 2012 or 6.400% Notes due
January 15, 2018. The tender offer and consent solicitation for Pactivs 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
Pactivs 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 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.
2
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 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 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.
3