Item 1.01 Entry into Material Definitive Agreement; Creation of a Direct Financial Obligation
Indenture and Notes
On
The Notes were offered by
The Notes were issued pursuant to an Indenture dated as of
The Notes are guaranteed on a senior basis by the Company and its subsidiaries that are or will become borrowers under, or that guarantee or will guarantee, the Company's Senior Secured Credit Facilities (as defined in the Indenture). The Notes and related guarantees will be secured on a first lien priority basis by certain existing and future assets of the Issuers and the guarantors, subject to certain exceptions.
Maturity and Interest
The Notes will mature on
Optional Redemption
On or after
Period Redemption Price 2024 102.188% 2025 101.094% 2026 and thereafter 100.000%
At any time prior to
Optional Redemption After Certain Equity Offerings
At any time prior to
Change of Control
Upon a change of control, as defined in the Indenture, the Issuers will be required to make an offer to repurchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to but excluding the date of repurchase.
Ranking of the Notes
The Notes will be senior secured obligations of each Issuer and will:
· be effectively senior to all existing and future unsecured indebtedness of such Issuer to the extent of the value of the Collateral (as defined in the Indenture) securing the Notes; · rank pari passu in right of payment with all existing and future senior indebtedness of such Issuer, including indebtedness under, or in respect of its guarantees of, the Senior Secured Credit Facilities and the 4.000% senior secured notes due 2027 (the "2027 Notes"); · be effectively subordinated to all indebtedness and other liabilities of such Issuer secured by property that does not also secure the Notes to the extent of the value of all such property; · be senior in right of payment to all existing and future subordinated indebtedness of such Issuer; and · be effectively subordinated to all claims of creditors, including trade creditors, and claims of preferred stockholders (if any) of each of the subsidiaries of the Company that is not a guarantor of the Notes.
The note guarantees relating to the Notes will be senior obligations of each guarantor and will:
· be effectively senior to all existing and future unsecured indebtedness of such guarantor to the extent of the value of the Collateral securing such guarantor's guarantee of the Notes; · rank pari passu in right of payment with all existing and future senior indebtedness of such guarantor, including indebtedness under, or in respect of its guarantee of, the Senior Secured Credit Facilities and the 2027 Notes; and · be effectively subordinated to all indebtedness and other liabilities secured by property of such guarantor that does not also secure such guarantor's guarantee of the Notes to the extent of the value of all such property. Covenants
The Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to:
· incur or guarantee additional indebtedness or issue certain kinds of stock; · pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; · make investments; · engage in certain transactions with affiliates; · grant or assume certain liens; and · consolidate, merge or transfer all or substantially all of their assets.
These limitations are subject to a number of important qualifications and exceptions.
Events of Default
The Indenture contains certain customary events of default, including:
· non-payment of interest on the Notes for a continuous period of 30 days; · non-payment of principal or premium, if any, on the Notes; · breach of any agreement in the Notes or the Indenture by the Company or any guarantor (a) for more than 270 days after notice with respect to reporting obligations under the Indenture or (b) in all other cases, which is not cured within 60 days of notice; · cross-defaults or acceleration of certain other indebtedness of the Company, an Issuer or any Significant Subsidiary (as defined in the Indenture) in excess of the greater of$135 million and 20% of LTM EBITDA (as defined in the Indenture); · certain bankruptcy or insolvency events; · certain material judgments against the Company, an Issuer or a Significant Subsidiary; · invalidity of any guarantee, and with respect to the Notes, any security interest, of the Company, an Issuer or a Significant Subsidiary, subject to certain exceptions; and · certain security interest default events.
The foregoing description of the terms of the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, a copy of which is filed as Exhibit 1.
The Company used the net proceeds of the Notes to refinance certain existing term loans under its Credit Agreement.
Incremental and Refinancing Amendment
On
The Tranche B-3
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This report may contain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements regarding the goals, beliefs, plans or current expectations
of
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
4.1 Indenture, dated as ofSeptember 24, 2021 , among the Issuers, the Guarantors party thereto from time to time,Wilmington Trust, National Association , as trustee, paying agent and registrar, andThe Bank of New York Mellon , aNew York banking corporation, as collateral agent . 10.1 Specified Refinancing and Incremental Amendment (Amendment No. 14), dated as ofSeptember 24, 2021 , among the Company,Pactiv Evergreen Group Holdings Inc. (formerlyReynolds Group Holdings Inc. ),Pactiv LLC ,Evergreen Packaging LLC (formerlyEvergreen Packaging Inc. ), the guarantors party thereto and Credit Suisse, AGCayman Islands Branch, as administrative agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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