Pactiv Evergreen completes merger with Novolex Holdings

In a significant move within the packaging industry, Pactiv Evergreen Inc. has announced the completion of its merger with Novolex Holdings, LLC, transforming the company into a wholly owned subsidiary of Novolex. The transaction, which was finalized today, marks the culmination of a merger agreement that was first announced on December 9, 2024. The merger comes as Pactiv Evergreen, with its $5.1 billion in annual revenue and $817 million in EBITDA, has seen its stock surge nearly 57% over the past six months, according to InvestingPro data.

Under the terms of the agreement, each share of Pactiv Evergreen’s common stock was converted into the right to receive $18.00 in cash, with the total merger consideration amounting to approximately $2.75 billion. This merger is supported by both equity financing from affiliates of Apollo Global Management (NYSE:APO), among others, and debt financing through the issuance of senior secured notes and new term loans. InvestingPro analysis reveals the company maintained a solid current ratio of 1.54, though it carried a notable debt-to-equity ratio of 3.35 before the merger. Get access to over 30 key financial metrics and exclusive insights with InvestingPro’s comprehensive research reports, available for 1,400+ US stocks.

Concurrent with the merger’s closing, Pactiv Evergreen also reported the repayment and termination of its existing credit agreements and the release of related liens and guarantees. This includes the repayment of all outstanding indebtedness under Pactiv Evergreen’s previous credit agreement and the termination of registration rights and stockholders’ agreements with Packaging (NYSE:PKG) Finance Limited.

Moreover, as part of the merger process, Pactiv Evergreen Group Issuer Inc. and Pactiv Evergreen Group Issuer LLC delivered notices of conditional full redemption to the holders of their senior secured notes due 2027 and 2028, respectively. This action was followed by the redemption of Pactiv LLC’s debentures due 2027, for which funds were deposited to satisfy and discharge the obligations.

The merger has also led to changes in Pactiv Evergreen’s leadership and corporate structure. Effective today, the company’s board of directors and certain officers have resigned, and new appointments have been made, including Stanley Bikulege as President and Chief Executive Officer, and Daniel L. Rikard as Vice President, General Counsel, and Secretary.

In accordance with the completion of the merger, Pactiv Evergreen has notified the Nasdaq Stock Market LLC of its delisting request. Trading of the company’s shares on Nasdaq has been suspended, and the company will proceed with the deregistration of its shares and the suspension of its reporting obligations under the Securities Exchange Act.

This significant restructuring reflects the company’s strategic shift and the packaging industry’s ongoing consolidation. Despite recent challenges, InvestingPro data shows the company maintained a GOOD overall financial health score of 2.72, with particularly strong momentum metrics. The information provided in this article is based on a press release statement and filings with the U.S. Securities and Exchange Commission. For deeper insights into the packaging industry and similar investment opportunities, explore InvestingPro’s extensive database of financial metrics and expert analysis.

In other recent news, Pactiv Evergreen Inc. is moving forward with its acquisition by Novolex, valued at $18.00 per share in cash. The transaction has received all necessary regulatory approvals and is expected to be finalized in the second quarter of 2025. Upon completion, Pactiv Evergreen will become a privately held entity and its stock will be delisted from the Nasdaq exchange. Financial advisory services for this deal are being provided by Goldman Sachs & Co. LLC and Lazard (NYSE:LAZ) Frères & Co. LLC, with Paul Hastings LLP serving as legal counsel. The acquisition process has reached a significant milestone with the expiration of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. However, the finalization of the deal is still subject to foreign antitrust approvals and other customary closing conditions. Investors and shareholders are encouraged to review the definitive information statement on Schedule 14C filed with the SEC, as it contains important details about the proposed transaction. Pactiv Evergreen has emphasized the importance of these documents for understanding the transaction’s implications.

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