{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-25-048426","form_type":"8-K","ticker":null,"cik":"0001527508","company_name":"Pactiv Evergreen Inc.","filed_at":"2025-04-01T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.614177+00:00","generated_at":"2026-05-24T00:44:10.918483+00:00","sec_items":["1.01","1.02","2.01","5.01","5.02","5.03","2.03","3.01","3.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Pactiv Evergreen completes acquisition by Novolex at $18.00/share; delists from Nasdaq","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-25-048426","json":"https://secwatch.observer/filing/0000950170-25-048426.json","markdown":"https://secwatch.observer/filing/0000950170-25-048426.md","text":"https://secwatch.observer/filing/0000950170-25-048426.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/ptve-20250401.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-24T00:44:10.918483+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"04b9ff8d0d","claim":"Dennis Norman was appointed as Vice President and Chief Financial Officer at Pactiv Evergreen Inc..","evidence_excerpt":"Dennis Norman was appointed as Vice President and Chief Financial Officer of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice President and Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"0a8a01d6f4","claim":"Stanley Bikulege was appointed as sole director of the Company at Pactiv Evergreen Inc..","evidence_excerpt":"Stanley Bikulege was appointed as the sole director of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"sole director of the Company"}],"fact_type":"executive_change"},{"claim_id":"0ea7b9f22d","claim":"Michael J. King resigned as member of the Board of Directors at Pactiv Evergreen Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"2daa762ce0","claim":"Allen P. Hugli resigned as member of the Board of Directors at Pactiv Evergreen Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"5771d9cd7e","claim":"Linda K. Massman resigned as member of the Board of Directors at Pactiv Evergreen Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"5ac104b082","claim":"Rolf Stangl resigned as member of the Board of Directors at Pactiv Evergreen Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"61dfc59797","claim":"Duncan J. Hawkesby resigned as member of the Board of Directors at Pactiv Evergreen Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"64389d4039","claim":"Felicia Thornton resigned as member of the Board of Directors at Pactiv Evergreen Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"663215ac0d","claim":"Jonathan H. Baksht resigned as Chief Financial Officer at Pactiv Evergreen Inc..","evidence_excerpt":"Jonathan H. Baksht resigned as Chief Financial Officer, principal financial officer and principal accounting officer of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"8ec6b6da80","claim":"Chandra J. Mitchell resigned as Chief Legal Officer and Secretary at Pactiv Evergreen Inc..","evidence_excerpt":"Chandra J. Mitchell resigned as Chief Legal Officer and Secretary of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Legal Officer and Secretary"}],"fact_type":"executive_change"},{"claim_id":"b15c1bdff9","claim":"Daniel L. Rikard resigned as member of the Board of Directors at Pactiv Evergreen Inc..","evidence_excerpt":"Mr. Rikard resigned from his position as a member of the Company’s Board of Directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"caf73ca6dd","claim":"Daniel L. Rikard was appointed as Vice President, General Counsel and Secretary at Pactiv Evergreen Inc..","evidence_excerpt":"Daniel L. Rikard was appointed as Vice President, General Counsel and Secretary of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice President, General Counsel and Secretary"}],"fact_type":"executive_change"},{"claim_id":"ce374fae71","claim":"LeighAnne G. Baker resigned as member of the Board of Directors at Pactiv Evergreen Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"ead6ef2494","claim":"Stanley Bikulege was appointed as President and Chief Executive Officer at Pactiv Evergreen Inc..","evidence_excerpt":"Stanley Bikulege was appointed as President and Chief Executive Officer of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"efd361b177","claim":"Michael J. King resigned as President and Chief Executive Officer at Pactiv Evergreen Inc..","evidence_excerpt":"Michael J. King resigned as President and Chief Executive Officer and principal executive officer of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"67ca6bb064c0c0cd4bec7cbb22048226c6542888","claim":"Pactiv Evergreen Inc.: Company's Amended and Restated Bylaws were amended and restated in their entirety at the Effective Time of the Merger.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"d5039f5de4f0e71ae922346f6838b0bcfda8e441","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"6c37832985c50cec8e4050bef1ef889afcd898c1","claim":"Pactiv Evergreen Inc. underwent a change of control involving Novolex Holdings, LLC for $18.00 in cash (closed 2025-04-01).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Novolex Holdings, LLC"},{"label":"Consideration","value":"$18.00 in cash"},{"label":"Closing","value":"2025-04-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}