Reynolds Group Holdings Limited (“Reynolds Group”) announced that it intends to finance the acquisition of Pactiv Corporation (“Pactiv”) and associated transaction costs with a combination of approximately US$1.5 billion of additional indebtedness pursuant to an amendment to its existing Senior Secured Credit Facility, approximately US$3.5 billion of new senior indebtedness, of which approximately US$2.0 billion is expected to be secured, and approximately US$734 million of new equity and available cash.
This proposed financing structure will not require any amendments to the covenants in the Indentures governing Pactiv’s outstanding notes; however, there can be no assurance that the proposed amendment to Reynolds Group’s existing Senior Secured Credit Facility will be achieved.
Reynolds Group also confirmed that any Pactiv debt that remains outstanding following the Pactiv acquisition is not expected to benefit from guarantees or security from Reynolds Group, Pactiv or their respective subsidiaries.
The Indentures governing the Pactiv 5.875% notes due 2012 (the “2012 Notes”) and the Pactiv 6.40% notes due 2018 (the “2018 Notes”) have provisions that require a change of control offer with respect to the 2012 Notes and the 2018 Notes and Reynolds Group expects that such requirement will be removed or satisfied concurrently with the closing of the acquisition. The merger agreement with Pactiv does not require that the 2012 Notes and the 2018 Notes be redeemed or defeased.
