#USA #Charlotte #Tender Offer #Novolex #Pactiv LLC

Novolex Announces Cash Tender Offer Details

In a significant move for financial markets, Novolex Holdings, LLC has officially announced the pricing terms for its cash tender offer related to $217,298,000 worth of outstanding 7.950% Debentures due 2025. This offer pertains to the debentures issued by its subsidiary, Pactiv LLC (formerly known as Tenneco Packaging Inc.), which is a wholly-owned entity of Pactiv Evergreen Inc.

The announcement, made on March 24, 2025, indicates that the offer is directly linked to Novolex's forthcoming acquisition of Pactiv Evergreen. This acquisition is framed under the Agreement and Plan of Merger finalized on December 9, 2024, which involves a merger between Alpha Lion Sub, Inc. and Pactiv Evergreen. Under the terms of this merger, Pactiv LLC will continue as the surviving entity.

Tender Offer Terms

The Tender Offer, which is conditioned on the completion of the merger, includes several essential terms that require careful consideration by the holders of the debentures. The total consideration offered to debenture holders will be influenced by several factors, including:

• - Closing of the Merger: The offer will only proceed if the merger is successfully completed.
• - Proceeds from Financing: Novolex must secure adequate financing to cover the purchase of the tendered debentures.
• - Customary Conditions: Other typical conditions also have to be met.

The detailed terms, including these conditions, can be found in the Offer to Purchase, dated March 10, 2025, which outlines the framework of the Tender Offer in greater detail.

Pricing Details

For debentures validly tendered by the 'Early Tender Time'—set for 5 PM New York City time on March 24, 2025—holders will receive the total consideration of $1,022.40 per $1,000 principal amount of the Notes. This figure reflects an early tender premium of $30 and is subject to additional accrued interest.

The pricing data is summarized as follows:

• - CUSIP Number: 880394AB7
• - Principal Amount Outstanding: $217,298,000
• - Reference Yield: 4.170%
• - Fixed Spread: 50 basis points
• - Total Consideration: $1,022.40

After the 'Early Tender Time,' if holders decide to tender their notes, they will be eligible for the 'Tender Offer Consideration' minus the early tender premium.

Important Dates

The Tender Offer is set to expire on April 7, 2025, at 5 PM New York City time, unless extended or terminated earlier. Holders are advised to act promptly and consider the implications of the tenure against the offer’s terms.

Novolex emphasizes the importance of the Offer to Purchase document and urges holders to review it thoroughly before making any decisions about the tendering of their debentures. This transparent approach ensures that all potential risks are evaluated, as the outcome affects both debenture holders and the broader market landscape.

Role of Financial Advisors

The financial execution of this Tender Offer will be managed by UBS Investment Bank and Wells Fargo Securities, which are serving as dealer managers for the offer. Inquiries regarding the Offer to Purchase can be directed to Global Bondholder Services Corporation, the designated tender agent and information agent.

For further information and assistance, stakeholders may reach out to the respective dealer managers via their provided contact details.

About Novolex

Novolex operates within the packaging sector, providing innovative solutions across various industries, including food service and delivery sectors. With a commitment to sustainability, Novolex combines traditional packaging methods with eco-friendly practices to serve its wide-ranging clientele. Employing over 10,000 families, Novolex continues to expand its footprint with various production facilities throughout North America and Europe.

In these dynamic market conditions, Novolex's proactive strategies, such as pursuing tender offers, reflect a robust approach to fostering growth and operational stability as it navigates the intricacies of the financial landscape.

This press release serves as an informative guide and does not constitute a solicitation or an offer to sell or purchase the Notes. Stakeholders are encouraged to consult with their own financial and legal advisors before engaging in transactions related to the Tender Offer.