M&A - Pactiv Evergreen Inc.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000095017025048426

Filing Summary: On April 1, 2025, Pactiv Evergreen Inc. completed a merger with Novolex Holdings, LLC and Alpha Lion Sub, Inc. as per the previously announced Agreement and Plan of Merger dated December 9, 2024. Following the merger, Pactiv Evergreen became a wholly owned subsidiary of Novolex. Shareholders of Pactiv Evergreen received $18.00 in cash for each share held before the merger. Additionally, the Company repaid and terminated all outstanding indebtedness under its Existing Credit Agreement and other obligations, which included the conditional redemption of its outstanding Senior Secured Notes and Debentures. Several key executives resigned and new appointments were made within the company’s management. As a result of the merger, Pactiv Evergreen’s common stock was delisted from Nasdaq, and filings to deregister the stock and suspend reporting obligations were initiated.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000095017025048149

Filing Summary: On April 1, 2025, Pactiv Evergreen Inc. filed Post-Effective Amendments to various Registration Statements on Form S-8 to withdraw and remove from registration shares of common stock and other securities related to its Amended and Restated Equity Incentive Plan and Nonqualified Deferred Compensation Plans. This action follows the completion of a merger where Merger Sub merged with Pactiv Evergreen Inc., leading to it becoming a wholly owned subsidiary of Novolex Holdings, LLC. The Registrant confirmed the termination of all securities offerings due to this merger, which required the deregistration of any unsold or unissued shares under the previous Registration Statements.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000095017025048151

Filing Summary: On April 1, 2025, Pactiv Evergreen Inc. filed a Post-Effective Amendment to remove from registration shares of its common stock that remain unsold and unissued under multiple Registration Statements due to a merger with Novolex Holdings, LLC. The merger, effective on this date, involved the complete integration of Pactiv Evergreen Inc. as a wholly owned subsidiary of Novolex, necessitating the termination of all existing security offerings. This amendment addresses the deregistration of shares previously authorized under various equity incentive plans, specifically mentioning the registration of 3,000,000 shares under the Amended and Restated Equity Incentive Plan and 1,785,570 shares under the Equity Incentive Plan, among others. The Registrant also confirmed its adherence to filing requirements under the Securities Act of 1933, asserting it qualifies for the Form S-8 filing framework.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000095017025048153

Filing Summary: On April 1, 2025, Pactiv Evergreen Inc. filed a Post-Effective Amendment to withdraw its registration statements on Form S-8. This decision follows the merger between Pactiv Evergreen Inc. and Novolex Holdings, LLC, wherein a subsidiary of Novolex merged with Pactiv Evergreen, making it a wholly-owned subsidiary of Novolex. The filing deregisters any unsold or unissued shares of common stock and securities under the previously listed registration statements. The amounts tied to the registration statements include 3,000,000 shares under the Amended and Restated Equity Incentive Plan, 1,785,570 shares under the Equity Incentive Plan, and other previously registered offers totaling up to $26,000,000 for certain deferred compensation plans. Following the merger, all security offerings under the registration statements have been terminated, and this amendment officially reflects their deregistration.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000095017025048154

Filing Summary: On April 1, 2025, Pactiv Evergreen Inc. filed Post-Effective Amendments to several Form S-8 Registration Statements to withdraw and remove from registration all shares of the company's common stock and other securities that remain unsold or unissued. This action follows the consummation of a merger in which Pactiv Evergreen Inc. became a wholly owned subsidiary of Novolex Holdings, LLC. The amendments pertain to five specific Registration Statements that were originally filed between 2020 and 2024, covering various shares authorized for issuance under the company’s Amended and Restated Equity Incentive Plan and other related plans. The merger was established under an Agreement and Plan of Merger dated December 9, 2024, indicating the company's strategic shift post-merger and complete deregistration of those specific securities.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000095017025048157

Filing Summary: On April 1, 2025, Pactiv Evergreen Inc. filed Post-Effective Amendments to deregister shares of its common stock and other securities from multiple prior Form S-8 registration statements totaling 15,000,226 shares. This action was taken following the consummation of a merger where Merger Sub, a wholly owned subsidiary of Novolex Holdings, LLC, merged with Pactiv Evergreen Inc., resulting in Pactiv Evergreen becoming a wholly owned subsidiary of Novolex. As part of this filing, Pactiv Evergreen terminated all offerings of its securities under the prior registration statements and certifies its compliance with the requirements for filing.

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Form Type: 10-K/A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000095017025046916

Filing Summary: Pactiv Evergreen Inc. has filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The amendment addresses the omission of information required by Part III of Form 10-K, which was previously excluded relying on General Instruction G(3). The Merger Agreement with Novolex Holdings, LLC was reported, detailing that Merger Sub will merge with and into Pactiv Evergreen, with the Company surviving as a wholly owned subsidiary of Novolex. The Company expects the merger to close before the definitive proxy statement for the 2025 election of directors is filed. The amendment also updates disclosures related to directors, executive officers, and corporate governance, including information about their compensation and committee memberships. Additional new certifications from the principal executive officer and financial officer are included, but no financial statements or other financial information are modified.

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Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000095017025046776

Filing Summary: On March 28, 2025, Pactiv Evergreen Inc. announced that it had received all required regulatory approvals for its merger with Novolex Holdings, LLC. The merger will involve Merger Sub, a wholly owned subsidiary of Novolex, merging with and into Pactiv Evergreen, which will continue as the surviving entity and become a wholly owned subsidiary of Novolex. This filing includes a press release that details the completion of the necessary approvals for the merger, illustrating progress towards the finalization of this corporate action.

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Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000095017025007009

Filing Summary: Pactiv Evergreen Inc. entered into a Merger Agreement with Novolex Holdings, LLC and its subsidiary Alpha Lion Sub, Inc. under which Merger Sub will merge with and into Pactiv Evergreen, making it a wholly owned subsidiary of Novolex. The merger received clearance as indicated by the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act on January 17, 2025. A press release announcing this development was issued on January 21, 2025, detailing the expiration of the applicable waiting period under the HSR Act.

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Form Type: DEFM14C

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000114036124050511

Filing Summary: Pactiv Evergreen Inc. is set to merge with Novolex Holdings, LLC, according to a Merger Agreement dated December 9, 2024. Under this agreement, Pactiv Evergreen will become a wholly owned subsidiary of Novolex upon the effective merger, which will see each outstanding share of Pactiv stock converted into $18.00 in cash. The merger does not require additional stockholder votes due to a significant stockholder holding approximately 76.9% of voting shares providing written consent. Stockholders seeking appraisal rights must submit a written demand within 20 days of the notice mailing, which is on December 30, 2024. The document discusses various aspects of the merger, including financial advisor opinions regarding the fairness of the merger consideration and details about the treatment of equity awards in the transaction. The merger is not subject to financing conditions as necessary funds have been secured by Novolex and its affiliates, amounting to approximately $2 billion in equity commitments and $6.075 billion in debt financing. The document further outlines procedural requirements for the merger's successful execution.

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