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Current Report · Items 7.01, 9.01 · 8-K

Pactiv Evergreen Inc.

Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. As previously reported, on December 9, 2024, Pactiv Evergreen Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Novolex Holdings, LLC, a Delaware corporation (“Novolex”), and Alpha Lion Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Novolex (“Merger Sub”), pursuant to whi…

Filed Mar 28, 2025Accepted Mar 28, 2025, 12:12 PM EDTCIK 1527508Accession 0000950170-25-046776
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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 7.01, 9.01

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

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. As previously reported, on December 9, 2024, Pactiv Evergreen Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Novolex Holdings, LLC, a Delaware corporation (“Novolex”), and Alpha Lion Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Novolex (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Novolex (the “Merger”). On March 28, 2025, the Company issued a press release announcing that all required regulatory approvals had been received in connection with the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
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 Pactiv Evergreen Inc. Announces Receipt of All Required Regulatory Approvals for Planned Acquisition by Novolex LAKE FOREST, Ill., March 28, 2025 - Pactiv Evergreen Inc. (“Pactiv Evergreen” or the “Company”) (NASDAQ: PTVE) today announced that all required regulatory approvals have been received in connection with the Company’s previously announced definitive agreement to be acquired by Novolex® for $18.00 per share in cash. As a result, the transaction is now expected to close on April 1, 2025, subject to satisfaction of other customary closing conditions. Upon the completion of the transaction, Pactiv Evergreen will become a privately held company, and its common stock will no longer be listed on Nasdaq. Goldman Sachs & Co. LLC and Lazard Frères & Co. LLC are acting as financial advisors and Paul Hastings LLP is acting as legal advisor to Pactiv Evergreen. About Pactiv Evergreen 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…

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