8-K
filed April 1, 2025, 7:59 PM ET
CIK 0001527508
M&A
confidence high
sentiment neutral
materiality 1.00
Pactiv Evergreen Inc.: M&A transaction — Pactiv Evergreen completes acquisition by Novolex at $18.00/share; delists from Nasdaq
Pactiv Evergreen Inc.
- Merger closed April 1, 2025; shareholders received $18.00 per share in cash, aggregate consideration ~$2.75B.
- CEO Michael J. King, CFO Jonathan Baksht resign; Stanley Bikulege named CEO, Dennis Norman CFO.
- Company notified Nasdaq to delist shares; intends to file Form 15 to suspend SEC reporting.
- New debt issued: $1.415B 6.750% Senior Secured Notes due 2032, plus other notes and term loans.
- Existing Pactiv credit facility and notes terminated; all outstanding debt repaid.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dennis Norman was appointed as Vice President and Chief Financial Officer at Pactiv Evergreen Inc..
- Action
- appointed
- Role
- Vice President and Chief Financial Officer
Exact text from the filing
Dennis Norman was appointed as Vice President and Chief Financial Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stanley Bikulege was appointed as sole director of the Company at Pactiv Evergreen Inc..
- Action
- appointed
- Role
- sole director of the Company
Exact text from the filing
Stanley Bikulege was appointed as the sole director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael J. King resigned as member of the Board of Directors at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- member of the Board of Directors
Exact text from the filing
each of LeighAnne G. Baker, Duncan J. Hawkesby, Allen P. Hugli, Michael J. King, Linda K. Massman, Rolf Stangl and Felicia Thornton resigned from his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Allen P. Hugli resigned as member of the Board of Directors at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- member of the Board of Directors
Exact text from the filing
each of LeighAnne G. Baker, Duncan J. Hawkesby, Allen P. Hugli, Michael J. King, Linda K. Massman, Rolf Stangl and Felicia Thornton resigned from his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Linda K. Massman resigned as member of the Board of Directors at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- member of the Board of Directors
Exact text from the filing
each of LeighAnne G. Baker, Duncan J. Hawkesby, Allen P. Hugli, Michael J. King, Linda K. Massman, Rolf Stangl and Felicia Thornton resigned from his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rolf Stangl resigned as member of the Board of Directors at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- member of the Board of Directors
Exact text from the filing
each of LeighAnne G. Baker, Duncan J. Hawkesby, Allen P. Hugli, Michael J. King, Linda K. Massman, Rolf Stangl and Felicia Thornton resigned from his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Duncan J. Hawkesby resigned as member of the Board of Directors at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- member of the Board of Directors
Exact text from the filing
each of LeighAnne G. Baker, Duncan J. Hawkesby, Allen P. Hugli, Michael J. King, Linda K. Massman, Rolf Stangl and Felicia Thornton resigned from his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Felicia Thornton resigned as member of the Board of Directors at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- member of the Board of Directors
Exact text from the filing
each of LeighAnne G. Baker, Duncan J. Hawkesby, Allen P. Hugli, Michael J. King, Linda K. Massman, Rolf Stangl and Felicia Thornton resigned from his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan H. Baksht resigned as Chief Financial Officer at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
Jonathan H. Baksht resigned as Chief Financial Officer, principal financial officer and principal accounting officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chandra J. Mitchell resigned as Chief Legal Officer and Secretary at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- Chief Legal Officer and Secretary
Exact text from the filing
Chandra J. Mitchell resigned as Chief Legal Officer and Secretary of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel L. Rikard resigned as member of the Board of Directors at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- member of the Board of Directors
Exact text from the filing
Mr. Rikard resigned from his position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel L. Rikard was appointed as Vice President, General Counsel and Secretary at Pactiv Evergreen Inc..
- Action
- appointed
- Role
- Vice President, General Counsel and Secretary
Exact text from the filing
Daniel L. Rikard was appointed as Vice President, General Counsel and Secretary of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
LeighAnne G. Baker resigned as member of the Board of Directors at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- member of the Board of Directors
Exact text from the filing
each of LeighAnne G. Baker, Duncan J. Hawkesby, Allen P. Hugli, Michael J. King, Linda K. Massman, Rolf Stangl and Felicia Thornton resigned from his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stanley Bikulege was appointed as President and Chief Executive Officer at Pactiv Evergreen Inc..
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
Stanley Bikulege was appointed as President and Chief Executive Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael J. King resigned as President and Chief Executive Officer at Pactiv Evergreen Inc..
- Action
- resigned
- Role
- President and Chief Executive Officer
Exact text from the filing
Michael J. King resigned as President and Chief Executive Officer and principal executive officer of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Pactiv Evergreen Inc.: Company's Amended and Restated Bylaws were amended and restated in their entirety at the Effective Time of the Merger.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time and by virtue of the Merger, the Company’s Amended and Restated Certificate of Incorporation, as amended, and its Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were each further amended and restated in their entirety, to read as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, and are incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Pactiv Evergreen Inc.: Company's Amended and Restated Certificate of Incorporation was amended and restated in its entirety at the Effective Time of the Merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time and by virtue of the Merger, the Company’s Amended and Restated Certificate of Incorporation, as amended, and its Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were each further amended and restated in their entirety, to read as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, and are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Pactiv Evergreen Inc. underwent a change of control involving Novolex Holdings, LLC for $18.00 in cash (closed 2025-04-01).
- Action
- change of control
- Counterparty
- Novolex Holdings, LLC
- Consideration
- $18.00 in cash
- Closing
- 2025-04-01
Exact text from the filing
properly demanded appraisal of such Shares pursuant to Section 262 of the General Corporation Law of the State of Delaware) was converted automatically into the right to receive $18.00 in cash, without interest (the “ Merger Consideration ”). Novolex and Clydesdale have obtained equity financing and debt financing commitments, respectively, for the purpose of
View on SEC.gov
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