Item 8.01 Other Events.
On September 17, 2020, Pactiv Evergreen Inc. (the "Company") priced $1.0 billion
aggregate principal amount of 4.000% senior secured notes due 2027 issued by
Reynolds Group Issuer Inc. and Reynolds Group Issuer LLC, each an indirect
wholly owned subsidiary of the Company (collectively, the "Issuers"). The notes
will be 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. 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. The
Company intends to use the net proceeds from the senior secured notes offering
to repay indebtedness and to pay transaction costs. The senior secured notes
offering is expected to close on October 1, 2020, subject to the closing of the
Company's initial public offering and other customary closing conditions.
The notes offered will not be registered under the Securities Act of 1933, as
amended (the "Securities Act") or any state securities laws and, unless so
registered, the notes may not be offered or sold in the United States without
registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state securities or blue sky laws and foreign
securities laws.
The notes and the related guarantees were offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under the
Securities Act, and outside the United States to non-U.S. persons in
transactions outside of the United States in reliance on Regulation S under the
Securities Act.
In addition, the Company has received commitments to enter into a refinancing
amendment in relation to certain indebtedness outstanding under its existing
senior secured credit facility, under which the Company will borrow
$1,250 million in senior secured refinancing term loans and establish
commitments for the borrowing of senior secured refinancing revolving loans in
an amount up to $250 million. The refinancing amendment is expected to close on
October 1, 2020, subject to the closing of the Company's initial public offering
and other customary closing conditions. The Company intends to use the proceeds
from the term loan refinancing to partially refinance existing term loans and
intends to replace the existing revolving commitments in full with the new
refinancing revolving commitments.
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 Pactiv Evergreen Inc., taking into
account the information currently available to our management.
Forward-looking statements are not statements of historical fact. For example,
when we use words such as "believe," "anticipate," "expect," "estimate," "plan,"
"intend," "should," "would," "could," "may," "might," "will" or other words that
convey uncertainty of future events or outcomes, we are
making forward-looking statements. While management has based any
forward-looking statements contained herein on its current expectations, the
information on which such expectations were based may change. These
forward-looking statements rely on a number of assumptions concerning future
events and are subject to a number of risks, uncertainties, and other factors,
many of which are outside of our control that could cause actual results to
materially differ from such statements. Such uncertainties, risks and
assumptions include, but are not limited to: future costs of raw materials,
energy and freight, including the impact of tariffs, trade sanctions and similar
matters; competition in the markets in which we operate; changes in consumer
lifestyle, eating habits, nutritional preferences and health-related and
environmental and sustainability concerns; failure to maintain satisfactory
relationships with our major customers; the impact of a loss of any of our key
manufacturing facilities; the uncertain economic, operational and financial
impacts of the COVID-19 pandemic; compliance with, and liabilities related to,
environmental, health and safety laws, regulations and permits; impact of
government regulations and judicial decisions affecting products we produce or
the products contained in the products we produce; any non-compliance with the
FCPA or other similar laws; our dependence on suppliers of raw materials and any
interruption to our supply of raw materials; our ability to realize the benefits
of our capital investment, restructuring and other cost savings programs; and
seasonality and cyclicality. 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.
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