M&A: Pactiv Evergreen Inc.

Form Type: DEFM14C

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000114036124050511

Comments: 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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