공지 • Apr 02
Novolex Holdings, LLC completed the acquisition of Pactiv Evergreen Inc. (NasdaqGS:PTVE) from Packaging Finance Limited and others in going private transaction.
Novolex Holdings, LLC entered into a letter of intent to acquire Pactiv Evergreen Inc. (NasdaqGS:PTVE) from Packaging Finance Limited and others in going private transaction for $3.3 billion on December 8, 2024. Novolex Holdings, LLC entered into an agreement to acquire Pactiv Evergreen Inc. (NasdaqGS:PTVE) from Packaging Finance Limited and others in going private transaction on December 9, 2024. As part of consideration, Novolex will pay $18 per share in cash for each share of Pactiv Evergreen. Affiliates of funds managed by affiliates of Apollo and Canada Pension Plan Investment Board have severally committed to aggregate equity contributions to Parent equal to approximately $2,000 million on the terms and subject to the conditions set forth in the signed equity commitment letters. Certain financial institutions have severally committed to provide Clydesdale with debt financing in an aggregate principal amount of approximately $6,100 million, on the terms set forth in the related debt commitment letter. Upon the completion of the transaction, Pactiv Evergreen will become a privately held company, and its common stock will no longer be listed on Nasdaq. The combined company will be led by Novolex Chairman and chief executive officer Stan Bikulege. Novolex will be required to pay the Pactiv Evergreen a termination fee of $236 million, under certain circumstances, including if the Pactiv Evergreen terminates the merger agreement. Pactiv Evergreen shall pay to Novolex or its designee a termination fee of $67 million. Financing is being provided by Wells Fargo Bank NA, UBS Investment Bank, Barclays Bank PLC, RBC Capital Markets, LLC and Morgan Stanley Senior Funding, Inc.
The transaction has been approved by the both parties board of directors and is subject to receipt of regulatory approvals and other customary closing conditions. The transaction has also been approved by Packaging Finance Limited, in its capacity as the majority shareholder of Pactiv Evergreen, and no other shareholder approval is required. The transaction is also subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction is not subject to a financing condition and is expected to close in mid-2025. As of January 17, 2025, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, expired. The transaction is expected to close in second quarter of 2025. As on March 6, 2025, European Commission has approved the merger. As on March 28, 2025, all required regulatory approvals have been received and the transaction is expected to close on April 1, 2025,subject to satisfaction of other customary closing conditions.
Barclays Bank PLC acted as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Novolex. Morgan Stanley & Co. LLC and RBC Capital Markets, LLC acted as financial advisors to Novolex. Goldman Sachs & Co. LLC and Lazard Frères & Co. LLC acted as financial advisors and Eduardo Gallardo, Jon Kubek, Tim Fesenmyer, Ziemowit Smulkowski, Scott Flicker, Bradley Ritter, Jonathan Ko, Jason Ertel, Rachel Gray-Pundir, Todd Schneider, Mike Murray, Sean Donahue, Mehran Massih, Jennifer Riddle, Olivier Souleres and Catherine Kordestani of Paul Hastings LLP acted as legal advisor to Pactiv Evergreen. Goldman and Lazard also acted as fairness opinion provider to Pactiv Evergreen. Timothy F. Burns of Weil, Gotshal & Manges LLP acted as legal advisor to CPP Investments in the transaction. Lee Hochbaum and Byron B. Rooney of Davis Polk & Wardwell LLP acted as the legal counsels to Packaging Finance Limited. All members of the Davis Polk team are based in the New York office. As of December 13, 2024, Wells Fargo & Company advised Packaging Finance Limited in the deal. Lazard Freres & Co. LLC will receive $20 million for their role as financial advisor and a fee of $5 million will be paid for the rendering of financial opinion.
Novolex Holdings, LLC completed the acquisition of Pactiv Evergreen Inc. (NasdaqGS:PTVE) from Packaging Finance Limited and others in going private transaction on April 1, 2025. The combined company's executive leadership team will be led by Bikulege and include senior leaders from both Novolex and Pactiv Evergreen. Mike King will continue to serve as an advisor to Novolex.