--- 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" generated_at: "2026-05-24T00:44:10.918483+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Pactiv Evergreen completes acquisition by Novolex at $18.00/share; delists from Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0000950170-25-048426 - form_type: 8-K - cik: 0001527508 - company_name: Pactiv Evergreen Inc. - filed_at: 2025-04-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 5.01, 5.02, 5.03, 2.03, 3.01, 3.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-25-048426 - JSON: https://secwatch.observer/filing/0000950170-25-048426.json - Plain text: https://secwatch.observer/filing/0000950170-25-048426.txt ## Key facts - Executive change Dennis Norman was appointed as Vice President and Chief Financial Officer at Pactiv Evergreen Inc.. - Action: appointed - Role: Vice President and Chief Financial Officer source text: Dennis Norman was appointed as Vice President and Chief Financial Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Stanley Bikulege was appointed as sole director of the Company at Pactiv Evergreen Inc.. - Action: appointed - Role: sole director of the Company source text: Stanley Bikulege was appointed as the sole director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Michael J. King resigned as member of the Board of Directors at Pactiv Evergreen Inc.. - Action: resigned - Role: member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Allen P. Hugli resigned as member of the Board of Directors at Pactiv Evergreen Inc.. - Action: resigned - Role: member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Linda K. Massman resigned as member of the Board of Directors at Pactiv Evergreen Inc.. - Action: resigned - Role: member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Rolf Stangl resigned as member of the Board of Directors at Pactiv Evergreen Inc.. - Action: resigned - Role: member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Duncan J. Hawkesby resigned as member of the Board of Directors at Pactiv Evergreen Inc.. - Action: resigned - Role: member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Felicia Thornton resigned as member of the Board of Directors at Pactiv Evergreen Inc.. - Action: resigned - Role: member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Jonathan H. Baksht resigned as Chief Financial Officer at Pactiv Evergreen Inc.. - Action: resigned - Role: Chief Financial Officer source text: Jonathan H. Baksht resigned as Chief Financial Officer, principal financial officer and principal accounting officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Chandra J. Mitchell resigned as Chief Legal Officer and Secretary at Pactiv Evergreen Inc.. - Action: resigned - Role: Chief Legal Officer and Secretary source text: Chandra J. Mitchell resigned as Chief Legal Officer and Secretary of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Daniel L. Rikard resigned as member of the Board of Directors at Pactiv Evergreen Inc.. - Action: resigned - Role: member of the Board of Directors source text: Mr. Rikard resigned from his position as a member of the Company’s Board of Directors evidence_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change 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 source text: Daniel L. Rikard was appointed as Vice President, General Counsel and Secretary of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change LeighAnne G. Baker resigned as member of the Board of Directors at Pactiv Evergreen Inc.. - Action: resigned - Role: member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Stanley Bikulege was appointed as President and Chief Executive Officer at Pactiv Evergreen Inc.. - Action: appointed - Role: President and Chief Executive Officer source text: Stanley Bikulege was appointed as President and Chief Executive Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Executive change Michael J. King resigned as President and Chief Executive Officer at Pactiv Evergreen Inc.. - Action: resigned - Role: President and Chief Executive Officer source text: Michael J. King resigned as President and Chief Executive Officer and principal executive officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Governance Changes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - Governance Changes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1527508/000095017025048426/0000950170-25-048426-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.