Pactiv gets tenders for $233.3 million of 6.4% notes; offer extended

By Devika Patel

Knoxville, Tenn., Nov. 2 - Pactiv Corp. said the expiration date of its cash tender offer for any and all of its $250 million in 6.4% notes due Jan. 15, 2018 has been extended to 5 p.m. ET on Nov. 14.

The offer launched on Oct. 5 and was set to end at 8 a.m. ET on Nov. 2.

As of 8 a.m. ET on Nov. 2, holders tendered about $233.3 million of the notes. The company said on Oct. 19 that holders had tendered 93.36% of the notes by Oct. 18, the early tender/consent deadline.

The company will pay $1,012.50 per $1,000 of notes, including an early tender premium of $10.00 as well a consent fee of $2.50 for those who tendered by the early tender deadline. This deadline was also the withdrawal cutoff.

Holders will also receive accrued interest.

The tender is being conducted in connection with the acquisition of the company by Reynolds Group Holdings Ltd. The offer is conditioned on the completion of the merger.

As already reported, under the acquisition agreement, Pactiv shareholders will receive $33.25 in cash per share for a total purchase price of $4.6 billion. However, the transaction is valued at $6 billion.

Closing on the acquisition is targeted by the end of this year, subject to Pactiv shareholder approval, regulatory approvals and customary conditions. The acquisition is not conditioned on an equity or debt financing.

Credit Suisse Securities (USA) LLC is the dealer manager and solicitation agent (800 820-1653 or call collect 212 538-2147). D.F. King & Co., Inc. is the information agent (800 714-3312 or call collect 212 269-5550).

Pactiv was also seeking consents to amend the notes' indenture to eliminate the change-of-control covenants. The company received the consents it needed to institute the amendments by the early deadline of Oct. 18, and it expects to issue a supplemental indenture reflecting this change. The amendment will not become effective unless the tender offer is completed.

Reynolds is a Chicago-based manufacturer and supplier of consumer food and beverage packaging and storage products. Pactiv is a Lake Forest, Ill.-based consumer and foodservice/food packaging company.

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