8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): March 10, 2025

   

PACTIV EVERGREEN INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39528	88-0927268
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 W. Field Court
Lake Forest, Illinois		60045
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 847 482-2000

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	PTVE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On March 10, 2025, Novolex Holdings, LLC (the “Offeror”) announced that it has commenced a cash tender offer (the “Offer”) to purchase any and all of the outstanding 7.95% Debentures due 2025 (the “Debentures”) of Pactiv LLC (f/k/a Tenneco Packaging Inc.), a subsidiary of Pactiv Evergreen Inc. (the “Company”). A copy of the press release announcing the Offer (the “Press Release”) is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Offeror’s obligation to accept and pay for the Debentures in the Offer is subject to certain conditions described in greater detail in the Press Release, including but not limited to the consummation of the merger contemplated by the previously announced Agreement and Plan of Merger, dated as of December 9, 2024, by and among the Company, the Offeror and Alpha Lion Sub, Inc. Neither the Company nor Pactiv LLC is making any recommendation as to whether holders of Debentures should tender in response to the Offer, nor has either of them authorized any person to make such a recommendation.

This Current Report on Form 8-K is for informational purposes only and is not an offer to purchase or a solicitation of acceptance of the offer to purchase with respect to any of the Debentures. The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in filings under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
99.1		Press Release issued by Novolex Holdings, LLC, dated March 10, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 10, 2025


	PACTIV EVERGREEN INC.

	By:		/s/ Chandra J. Mitchell
			Chandra J. Mitchell
			Chief Legal Officer and Secretary