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Home/The Filing Wire/Pactiv Evergreen Inc./ 8-K

Current Report · Items 8.01, 9.01 · 8-K

Pactiv Evergreen Inc.

Other Events

Item 8.01. Other Events. On March 10, 2025, Novolex Holdings, LLC (the “Offeror”) announced that it has commenced a cash tender offer (the “Offer”) to purchase any and all of the outstanding 7.95% Debentures due 2025 (the “Debentures”) of Pactiv LLC (f/k/a Tenneco Packaging Inc.), a subsidiary of Pactiv Evergreen Inc. (the “Company”).…

Filed Mar 11, 2025Accepted Mar 10, 2025, 2:20 PM EDTCIK 1527508Accession 0000950170-25-036610
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Company context

Pactiv Evergreen is a leading manufacturer and distributor of fresh foodservice and food merchandizing products and fresh beverage cartons in North America. Pactiv Evergreen produces a broad range of on-trend and feature-rich products that protect, package and display food and beverages for today’s consumers. Its products, many of which are made with recycled, recyclable or renewable materials, are sold to a diversified mix of customers, including restaurants, foodservice distributors, retailers, food and beverage producers, packers and processors. Learn more at www.pactivevergreen.com.

Recent company filings

  1. 15-12G filingApr 11, 2025
  2. SCHEDULE 13D/A - filed by Packaging Finance Ltd regarding Pactiv Evergreen Inc.Apr 1, 2025
  3. 4 filingApr 1, 2025
  4. Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearApr 1, 2025
  5. 4 filingApr 1, 2025

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. On March 10, 2025, Novolex Holdings, LLC (the “Offeror”) announced that it has commenced a cash tender offer (the “Offer”) to purchase any and all of the outstanding 7.95% Debentures due 2025 (the “Debentures”) of Pactiv LLC (f/k/a Tenneco Packaging Inc.), a subsidiary of Pactiv Evergreen Inc. (the “Company”). A copy of the press release announcing the Offer (the “Press Release”) is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Offeror’s obligation to accept and pay for the Debentures in the Offer is subject to certain conditions described in greater detail in the Press Release, including but not limited to the consummation of the merger contemplated by the previously announced Agreement and Plan of Merger, dated as of December 9, 2024, by and among the Company, the Offeror and Alpha Lion Sub, Inc. Neither the Company nor Pactiv LLC is making any recommendation as to whether holders of Debentures should tender in response to the Offer, nor has either of them authorized any person to make such a recommendation. This Current Report on Form 8-K is for informational purposes only and is not an offer to purchase or a solicitation of acceptance of the offer to purchase with respect to any of the Debentures. The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in filings under the Securities Act of 1933, as amended.
Filed exhibits (1)
EX-99.1 (by filename) ptve-ex99_1.htm

EX-99.1 2 ptve-ex99_1.htm EX-99.1 EX-99.1 Exhibit 99.1 Novolex Announces Cash Tender Offer for 7.950% Debentures due 2025 of Pactiv LLC CHARLOTTE, N.C. - March 10, 2025 - Novolex Holdings, LLC (“Novolex” or the “Offeror”) announced today its offer to purchase for cash any and all of the $217,298,000 aggregate principal amount of outstanding 7.950% Debentures due 2025 (the “Notes”) issued by Pactiv LLC (f/k/a Tenneco Packaging Inc.) (“Pactiv LLC”), a wholly-owned subsidiary of Pactiv Evergreen Inc. (“PEI”). This offer to purchase the Notes is referred to herein as the “Tender Offer.” The Tender Offer is being made in connection with the previously announced acquisition of PEI pursuant to the Agreement and Plan of Merger, dated December 9, 2024 (as amended, supplemented, waived or otherwise modified from time to time, the “Merger Agreement”), by and among Alpha Lion Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Offeror (“Merger Sub”), the Offeror and PEI, which provides that Merger Sub will merge with and into PEI (the “Merger”), with PEI continuing as the surviving corporation in the Merger. The Offeror’s obligation to accept and pay for the N…

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