LOGO

Filed Pursuant to Rule 424(b)(4) Registration No. 333-248250 41,026,000 Shares Pactiv Evergreen Inc. Common Stock This is the initial public offering of shares of common stock of Pactiv Evergreen Inc. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $14.00 per share. Our common stock has been approved for listing on the Nasdaq Global Select Market ("Nasdaq") under the symbol "PTVE." Immediately prior to the closing of this offering, Packaging Finance Limited ("PFL") will be our only stockholder. Upon the closing of this offering, PFL will own a majority of the voting power of our common stock. As a result, upon the closing of this offering, we will be a "controlled company" as defined under the corporate governance rules of Nasdaq. See "Principal Stockholders." We have granted the underwriters a 30-day option to purchase up to 6,153,900 additional shares of common stock from us at the initial public offering price, less the underwriting discounts and commissions. Investing in our common stock involves risks. See "Risk Factors" on page 42. Underwriting Price to Discounts and Proceeds before Public Commissions(2) expenses, to us(1) Per Share. $14.00 $0.67 $13.34 Total $574,364,000 $24,907,290 $549,456,710 (1) See "Underwriting" for a description of all compensation payable to the underwriters. (2) An entity affiliated with Mr. Graeme Hart (the “Affiliated Participant”), the beneficial owner of PFL, has agreed to purchase 3,571,428 shares of our common stock in the offering at the initial public offering price. The underwriters will not receive any underwriting discounts or commissions on these shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares on or about September 21, 2020. Credit Suisse Citigroup BofA Securities Goldman Sachs & Co. LLC Baird BMO Capital Markets Deutsche Bank Securities HSBC RBC Capital Markets Academy Securities Loop Capital Markets Rabo Securities Ramirez & Co., Inc. Siebert Williams Shank The date of this prospectus is September 16, 2020 Immediately prior to the closing of this offering, Packaging Finance Limited (“PFL”) will be our only stockholder. Upon the closing of this offering, the Hart Stockholders (as defined herein) will own a majority of the voting power of our common stock. As a result, upon the closing of this offering, we will be a “controlled company” as defined under the corporate governance rules of Nasdaq. See “Principal Stockholders.”


LOGO

3 leading businesses 900 production lines 13,000 SKUs 3,800+ new products 500+ new sustainable products 65%of revenues from sustainable products We are the largest producer of fresh food and fresh beverage packaging in North America* People in the US are use our products ~5 billion times every week *Based on 2019 revenue


LOGO

We make products that let consumers eat and drink what they want, when they want, where they want no clean-up unique Tyson take-and-bake heat-and-eat performance only delivery safe barrier on-the-go order-in lightweight clean feature eat and dirndl premium on-the-fly today’s lifestyle Eat at home pick-up and server order out anywhere, anytime take-out Delivery protection healthy sustainable convenient reclosable nestable innovative tamper-evident recyclable Grab-and-go on-trend see what you eat quality good for you high function recycled essential driver through fresh no hassle #onthego #anywhere #anytime #keepsafe #nocleanup #convenient #usedmillionoftimesdaily


LOGO

Foodservice Take-out eat out, order-in on-the-go, safely and conveniently


LOGO

Food Merchandising Shop fresh, safe, ready-to-go, Eat at home, see what you eat, for-you design


LOGO

Beverage Merchandising Easy to use, easy to keep, fresh, good-for-you and sustainable


     Page  

PROSPECTUS SUMMARY

     1  

RISK FACTORS

     42  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     67  

USE OF PROCEEDS

     68  

DIVIDEND POLICY

     69  

CAPITALIZATION

     70  

DILUTION

     72  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

     73  

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

     78  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     94  

BUSINESS

     137  

MANAGEMENT

     171  

EXECUTIVE COMPENSATION

     177  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     196  

PRINCIPAL STOCKHOLDERS

     203  

DESCRIPTION OF CAPITAL STOCK

     204  

MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK

     210  

SHARES ELIGIBLE FOR FUTURE SALE

     213  

UNDERWRITING

     215  

LEGAL MATTERS

     222  

EXPERTS

     222  

WHERE YOU CAN FIND MORE INFORMATION

     222  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     F-1  

 

In this prospectus, “Group,” “we,” “us” and “our” refer to (i) prior to the GPC Separation (as defined below), Pactiv Evergreen Inc. (“PTVE”, or the “Company”) (formerly known as Reynolds Group Holdings Limited) and its consolidated subsidiaries, including Graham Packaging Company Inc. (“GPC”) and its consolidated subsidiaries (the “GPC Group”) and (ii) after the GPC Separation, PTVE and its consolidated subsidiaries, excluding the GPC Group. As discussed elsewhere in this prospectus, prior to the closing of this offering: (i) we will distribute GPC to PFL, and, as a result, the GPC Group will no longer be part of the Group and (ii) Reynolds Group Holdings Limited will convert into a corporation incorporated in the state of Delaware, with the name Pactiv Evergreen Inc. The financial information presented in this prospectus, except where designated “pro forma,” includes the results of the GPC Group. Our discussion of our business and our forward-looking statements, including our Risk Factors, are generally limited to our business as of the closing of this offering and do not include the GPC Group.

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

No action is being taken in any jurisdiction outside the United States to permit a public offering of common stock. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions.

Market Share and Other Information

This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings of public companies in our industry and internal company surveys. These include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and

 

i


market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. Unless otherwise indicated, when presented in this prospectus (i) historical industry growth rates are based on the period from 2014 through 2019, (ii) industry growth projections are based on data as of January 2020 and (iii) North American industry sizes are estimates as of 2019.

Trademarks and Trade Names

We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the ® or symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names.

Presentation of Information

References to “fiscal year 2021”, “fiscal year 2020,” “fiscal year 2019,” “fiscal year 2018,” “fiscal year 2017” and “fiscal year 2016” relate to our fiscal years ending December 31, 2021 and 2020 and fiscal years ended December 31, 2019, 2018, 2017 and 2016, respectively. With the exception of the adoption of Accounting Standards Update 2014-09, Revenue from Contracts with Customers and other related Accounting Standards Updates regarding Accounting Standards Codification Topic 606 (“ASC 606”) as of January 1, 2018, Accounting Standards Update 2016-02, Leases and other related Accounting Standards Updates regarding Accounting Standards Codification Topic 842 (“ASC 842”) as of January 1, 2019, and Accounting Standards Update 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses and other related Accounting Standards Updates regarding Accounting Standards Codification Topic 326 (“ASC 326”) as of January 1, 2020, the accounting policies set out in the annual consolidated financial statements included elsewhere in this prospectus have been consistently applied to all periods presented. We adopted the new revenue recognition standard on a modified retrospective basis for all contracts not completed as of the date of adoption. There was no material financial impact from adopting the new revenue recognition standard. We adopted the new lease accounting standard on a modified retrospective basis without the recasting of comparative periods’ financial information, as permitted by the transition guidance. Upon adoption we recorded operating lease right-of-use assets (adjusted for prepaid and deferred rent) and operating lease liabilities of $322 million and $331 million, respectively, representing the present value of future lease payments with terms greater than 12 months. See Note 2—Summary of Significant Accounting Policies in our annual consolidated financial statements included elsewhere in this prospectus for an explanation of the impact of the adoption of ASC 606 and ASC 842. We adopted the new accounting requirements for credit losses on a modified retrospective basis. The adoption of these new requirements had no material impact on our consolidated financial statements.

The financial information presented in this prospectus, except where designated “pro forma,” includes the results of the GPC Group. Accordingly, references to pro forma information, such as “pro forma net revenue,” “pro forma net income,” “pro forma Adjusted EBITDA from continuing operations,” “pro forma Adjusted EBITDA margin from continuing operations,” “pro forma capital expenditures” and “pro forma CAGR”, give effect to the GPC Separation, the Corporate Reorganization (as defined below) and this offering, as reflected in the unaudited pro forma consolidated financial data included elsewhere in this prospectus.

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. Unless otherwise indicated, all references to “U.S. dollars,” “dollars,” “U.S. $” and “$” in this prospectus are to the lawful currency of the United States of America.

 

ii


Non-GAAP Financial Measures

This prospectus contains “non-GAAP financial measures,” which are financial measures that are not calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”).

The Securities and Exchange Commission (“SEC”) has adopted rules to regulate the use in filings with the SEC and in other public disclosures of non-GAAP financial measures. These rules govern the manner in which non-GAAP financial measures are publicly presented and require, among other things:

 

   

a presentation with equal or greater prominence of the most comparable financial measure or measures calculated and presented in accordance with GAAP; and

 

   

a statement disclosing the purposes for which the registrant’s management uses the non-GAAP financial measure.

Specifically, we make use of the non-GAAP financial measure “Adjusted EBITDA from continuing operations” in evaluating our consolidated past results and our consolidated future prospects. For the definition of Adjusted EBITDA from continuing operations and a reconciliation to net income from continuing operations, its most directly comparable financial measure presented in accordance with GAAP, see “Prospectus Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Assess the Performance of Our Business.”

We present Adjusted EBITDA from continuing operations because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions and, in certain cases, because this measure is used to determine compliance with covenants in our debt agreements and compensation of certain management. Accordingly, we believe that Adjusted EBITDA from continuing operations provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors.

Adjusted EBITDA from continuing operations has limitations as an analytical tool, and you should not consider such a measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include the following:

 

   

Adjusted EBITDA from continuing operations does not reflect every expenditure or contractual commitment;

 

   

Adjusted EBITDA from continuing operations does not reflect changes in our working capital needs;

 

   

Adjusted EBITDA from continuing operations does not reflect any interest expense, or the amounts necessary to service interest or principal payments on any debt obligations;

 

   

Adjusted EBITDA from continuing operations does not reflect income tax expense;

 

   

although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA from continuing operations, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA from continuing operations does not reflect any costs of such replacements;

 

   

Adjusted EBITDA from continuing operations does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative, on a recurring basis, of our ongoing operations; and

 

   

other companies in our industry may calculate Adjusted EBITDA from continuing operations or similarly titled measures differently than we do, limiting their usefulness as comparative measures.

We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA from continuing operations as supplemental information.

 

iii


PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including the “Risk Factors” and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

Overview

We help make today’s convenience-oriented lifestyle possible by making products that give people the freedom to eat and drink fresh food and beverages safely anytime and anywhere.

We are the largest manufacturer and distributor of fresh foodservice and food merchandising products and fresh beverage cartons in North America (as measured by revenue). We produce a broad range of on-trend and feature rich products that protect, package and display fresh food and beverages for consumers who want to eat or drink fresh, prepared or ready-to-eat food and beverages conveniently and with confidence. Consumers use our products every day in restaurants, coffee shops, supermarkets, grocery stores and their homes and we estimate that our products are used by people in the United States approximately 5 billion times per week. We support consumers’ active, on-the-go lifestyle with a variety of products that are used daily by people who want to eat and drink fresh food and beverages on-the-go, take-out or at home. Our products range from food containers, plates and bowls, hot and cold cups, lids, wraps and cutlery to meat and poultry trays, egg cartons and reclosable fresh beverage cartons. Our products are made from a diverse range of substrates, including resins, bio-resins, plant and paper-based fiber and aluminum. We believe that the breadth of our product offering and our best-in-class technological and material engineering capabilities provide us with a competitive advantage by giving us the ability to offer or develop products to meet a broad range of customer needs and specifications. These capabilities are a part of the value proposition we offer our customers that help make us a “one-stop-shop” for customers with a wide range of fresh food and beverage packaging requirements. We believe our product development, material engineering and technology innovation initiatives enable us to commercialize new products that provide a consistent and meaningful contribution to both our product offering and revenue. Our objective is to generate 25% of our net revenues each year from products developed or re-engineered within the prior three years. We are a market leader in our industry. Approximately 80% of our total pro forma net revenues for 2019 were from products for which we held a #1, #2 or #3 U.S. market share position.

We supply our products to a broad and diversified mix of companies, including full service restaurants (“FSRs”) and quick service restaurants (“QSRs”), foodservice distributors, supermarkets, grocery and healthy eating retailers, other food stores, food and beverage producers, food packers and food processors. Based on management data, in 2019, we were the #1 supplier to many of our customers across our product categories in the aggregate, including four of the five largest foodservice distributors, eight of the ten largest supermarket chains, three of the four largest dairies, and the three largest QSR groups. We were also the #1, #2 or #3 packaging supplier to six of the eight largest meat and poultry processors. Our customers range from large blue-chip multinational companies to national and regional companies to small local businesses. We have developed strong and longstanding relationships with our customers. We have been supplying the vast majority of our customers for many years, and our relationships with our top ten customers average over 19 years. We have a diverse business with no single customer representing more than 10% of our pro forma net revenues for fiscal year 2019. We believe our strategic customer partnerships, which are built on our “one-stop-shop” product, service and value offering, differentiate us from our competitors. Sales contracts for our products are in many cases long-term and generally contain cost pass-through mechanisms for raw materials, and may contain pass-through mechanisms for freight and other variable costs that mitigate the impact of cost volatility on our profitability.

 

1


We participate in the North American foodservice packaging, retail and food processor packaging and liquid carton containers industry, which has grown at a compound annual growth rate (“CAGR”) of approximately 4% over the last five years. Because people always need to eat and drink without regard to economic conditions, the markets we serve have historically been recession-resilient. The foodservice and food merchandising end market categories we participate in have grown consistently over the last five years, with foodservice having grown at a CAGR of approximately 3% and food merchandising having grown at a CAGR of approximately 4% during that period. Foodservice refers to products used in restaurants and for away-from-home eating and drinking. Food Merchandising refers to products for fresh, prepared and ready-to-eat foods sold through supermarkets, grocery and other food stores for consumption on-the-go or at home. Beverage Merchandising refers to cartons and related products for refrigerated dairy, juice and specialty beverages sold in retail outlets and used in school lunches. Our industry is supported by strong demographic profiles and consumer preference trends that have increased demand for the convenient, easy-to-use, reclosable and highly reliable products we make. Our products protect, display and keep food and beverages fresh and help consumers eat and drink safely, easily and with confidence. Millions of people use our products every day. Consumers also increasingly want products that are made using sustainable materials. For fiscal year 2019, approximately 65% of our pro forma net revenues were derived from products made with recycled, recyclable or renewable materials, and our goal is 100% by 2030.

We operate primarily in North America, with 86% of our pro forma net revenues in fiscal year 2019 coming from the United States and 8% of our pro forma net revenues in fiscal year 2019 coming from Canada and Mexico, combined. We also operate internationally, including through joint ventures, with manufacturing facilities located in fast-growing emerging markets including Southeast Asia and the Middle East. In total we have approximately 15,000 employees.

We have well-invested nationwide manufacturing operations that, as of December 31, 2019, include 46 manufacturing and 27 distribution facilities. We have approximately 900 production lines and we manufacture approximately 115 billion units each year. Over the last two fiscal years, we invested approximately $374 million in pro forma capital expenditures in a number of strategic initiatives focused on growth and productivity. These initiatives involve automation, operational efficiency and the development and launch of new products to further enhance our value proposition and product offering for customers, streamline and further reduce the cost of our manufacturing and distribution of products and capitalize on growth opportunities in the markets we serve. Over 98% of the products we sell in the United States are manufactured in the United States, and we believe our strategically located regional mixing centers (“RMCs”) and proprietary logistic software provide freight advantages and certainty of supply for our customers. We have flexible manufacturing capabilities that enable us to quickly shift production at low cost to meet customers’ changing needs. We believe that our unique low-cost distribution model and short supply chain relative to our competitors are highly valued by our customers.

Our unique value proposition drives our longstanding strategic relationships with our customers in a number of ways through our products, our services for customers, our manufacturing and our distribution model and our experienced employees who are dedicated to maintaining our customers’ trust. We offer one of the broadest ranges of products in our markets available from a single source, and we manufacture our products from a wide range of materials to meet customer needs. This allows us to be a “one-stop-shop” with just-in-time fulfillment that simplifies and increases the efficiency of our customers’ purchasing. We make the procurement process easier for our customers with proprietary tools like the Virtual Packaging Assistant (“VPA”), which enable us to work with customers to select tailored product solutions. We also work closely with customers to design innovative products that meet their specific and changing requirements and help differentiate their brands. As a result of our broad material, manufacturing and design capabilities, we are able to create products and consistently and reliably fulfill our customers’ needs across a wide range of product categories. We believe our value-added service for customers creates logistic and supply chain savings for them. Our nationwide hub-and-spoke distribution system makes it possible for customers to purchase a range of products in one order from a single location and thereby increase the load factor for shipping and reduce their supply chain costs. We

 

2


enjoy high levels of customer satisfaction with our products and service. We believe that the combination of these unique attributes creates significant value for our customers, a strategic competitive advantage for us and high barriers to entry for adjacent industry participants.

We strive to operate with respect for the environment, and we are committed to sustainability across three key areas: our product portfolio, our manufacturing and supply chain and our communities. We offer environmentally sustainable solutions across nearly all of our product lines today, supporting our customers’ own sustainability goals. We are focused on increasing our use of recycled and renewable materials and making our

products recyclable or compostable. For example, through our EarthChoice brand, we offer a robust line of sustainable foodservice products. Since the start of 2019, we have launched, or expect to launch by the end of 2020, over 70 new items across many of our product categories under our proprietary EarthChoice brand. As of December 31, 2019, the EarthChoice product line included more than 250 products. We currently offer a recyclable or sustainable product for nearly every product category that we manufacture, and we have the product offering and material technology to move customers to alternative substrates. Additionally, our entire line of fresh beverage cartons are made using sustainable fiber-based materials. We have focused on reducing our carbon footprint in the manufacturing and distribution of our products. Substantially all of the products we sell in North America are manufactured by us in the United States, unlike some of our competitors. Since 2015, we have achieved a 12% reduction in absolute energy consumption, resulting in a 10% reduction in greenhouse gases. We put safety first, value our people and communities and operate in a manner that is inspiring and empowering and makes our business sustainable in the long run. We never compromise our values in the face of market forces.

Our focus on growing and recession-resilient end markets, well-invested manufacturing platforms, efficient manufacturing and distribution, innovation, long-term customer relationships and contractual cost pass-through mechanisms allow us to maintain an attractive financial profile with steady, organic revenue growth, robust margins and significant cash flows. In fiscal year 2019, on a pro forma basis after giving effect to the GPC Separation, the Corporate Reorganization and this offering, we generated $5.2 billion in net revenues, an $93 million net loss from continuing operations and $691 million in Adjusted EBITDA from continuing operations.

Strategic Initiative Management

We have a culture that constantly seeks to improve the way we work throughout our business, from our products to our manufacturing and distribution processes to the way we work with our customers. We continually seek to optimize our business through comprehensive business reviews, ideation and targeted strategic initiatives. The review process, identification of focus areas, development of actionable improvement programs and implementation and monitoring of these initiatives are coordinated and managed by our Strategic Project Management Office (the “SPMO”). Our strategic initiatives are grouped into six key areas: growth; value-added customer service; profitable innovation; cost reduction; the integration of Beverage Merchandising and sustainability.

 

•  Growth:

   Drive growth of our products and support our customers while maintaining our commitment to quality, reliability, service and safety

•  Value-added customer service:

   Proactively implement new ways to serve our customers and continually seek to refine our value proposition for customers

•  Profitable innovation:

   Reinforce our existing product portfolio with new and on-trend products

•  Cost reduction:

   Optimize our processes to drive increased profitability and cash flow through automation, digital transformation and streamlining our manufacturing and supply chain

 

3


•  Integration of Beverage Merchandising:

   Capitalize on commercial and cost synergies from integration of the Beverage Merchandising business

•  Sustainability:

   Maintain and grow the broadest sustainable product offering in the industry with a focus on our “Four R’s” of “Reduce,” “Recycle,” “Renew,” and “Reuse”. For fiscal year 2019, approximately 65% of our pro forma net revenues were derived from products made with recycled, recyclable or renewable materials, and our goal is 100% by 2030.

Within each of these categories, we have a number of specific initiatives that we believe will improve our business, including: our automation and digital transformation initiatives; growth of our sustainable product offerings; reduction of our carbon footprint in our manufacturing and distribution processes; and our cost

reduction programs. We believe it is critical to embrace new technology and we have made significant investment across our business to accelerate growth and optimization opportunities. We rigorously track and measure the progress and results of each of our initiatives. We are focused on long-term planning and goal-setting strategies as well as our near term operating results. We believe our strategic initiatives help drive our revenue growth, increase our market share and increase our margins.

Our SPMO’s initiatives drive our collective, cross-functional and company-wide efforts to increase growth and profitability across our business. The systematic approach championed by our SPMO includes collaborative partnerships across our segments, regular meetings with top executives and rigorous measurement of initiatives and progress against internal benchmarks. The SPMO’s initiatives have yielded significant results both on the top and bottom line. Our strategic initiatives also include internal goals for innovation. Our objective is to generate 25% of our revenue each year from new products introduced within the prior three years. In fiscal year 2019, 20% of our pro forma net revenues were generated from products that were less than three years old. The SPMO and its initiatives will continue to impact the way we work on a daily basis.

Our Segments

We are the largest producer of fresh food and fresh beverage packaging in North America (as measured by revenue). Our operations consist of manufacturing and selling products through three reportable segments: Foodservice; Food Merchandising; and Beverage Merchandising. The pie charts below show the breakdown of our pro forma net revenues for fiscal year 2019 by our segments, geography and products.

 

          FY2019 pro forma net

          revenues by segment

    

FY2019 pro forma net

revenues by product

  

  FY2019 pro forma net

  revenues by geography

 

LOGO

 

*   Other represents residual businesses that do not represent a reportable segment.

 

4


Foodservice

Our Foodservice segment (“Foodservice”) is the #1 manufacturer of foodservice products in North America (as measured by revenue). Foodservice generated $2.2 billion in net revenues and $336 million in Adjusted EBITDA (a 16% Adjusted EBITDA margin) for fiscal year 2019 and has grown its net revenues at a 2.5% CAGR from December 31, 2017 through December 31, 2019.

Foodservice provides a broad range of convenient, on-the-go products that let consumers eat and drink the fresh food and beverages that they want, where they want and when they want with confidence. We manufacture food containers, hot and cold cups, lids, plates, bowls, cutlery and straws, wraps and cafeteria trays.

 

LOGO

Foodservice has a large customer base that includes chain restaurants, FSRs, established and emerging QSRs, distributors, institutional foodservices (e.g. airports, schools and hospitals) and convenience stores. We serve our customers nationwide, regionally or locally, depending on their needs.

We operate in the $22 billion North American foodservice packaging industry. The industry is forecast to grow at a CAGR of approximately 3% to 4% during the five-year period from 2019 through 2024. We believe that key growth drivers in the North American foodservice market include increased demand for fresh prepared foods and beverages that can be consumed safely and easily on-the-go; growing consumer demand for eat-at-home and order-in food delivery options; increasing catering and event services; and the shift toward higher value and feature-rich formats (e.g. tamper-evident and reclosable containers) and higher priced eco-friendly products and substrates.

Foodservice offers one of the broadest selections of foodservice products in North America and was the largest producer of foodservice packaging in North America in 2019 (as measured by revenue). Foodservice held a #1, #2 or #3 U.S. market share position in almost all of its product categories in 2019. The segment is well positioned to grow with today’s “eat anywhere/anytime” lifestyle trends and is aligned with the grab-and-go, away-from-home and eat-at-home preferences of consumers, rapidly expanding food delivery services and emerging QSRs, the trend toward fresh, ready-to-eat and prepared foods and the increasing consumer demand for sustainable products and products that protect against contamination. Since the start of 2019, we have launched, or expect to launch prior to the end of 2020, over 70 new items across many of our product categories under our proprietary EarthChoice brand. Our EarthChoice brand of products offers a robust line of sustainable packaging for customers looking for alternatives to traditional products. Foodservice provides significant value for customers through its “one-stop-shop” product and service offering, packaging solutions that align with today’s consumer preferences and by providing consistent and reliable quality.

 

5


The pie charts below show the breakdown of net revenues in our Foodservice segment for fiscal year 2019 by type of customer, by product and by geography.

 

    FY 2019 net revenues by

    customer type

    

FY 2019 net revenues by

product

  

FY 2019 net revenues by

geography

 

LOGO

Food Merchandising

Our Food Merchandising segment (“Food Merchandising”) is a leading North American manufacturer of solutions that package, protect and display food and keep it safe from contamination. Food Merchandising generated $1.4 billion in net revenues and $223 million in Adjusted EBITDA (a 16% Adjusted EBITDA margin) for fiscal year 2019 and its net revenues had a CAGR of (0.4)% from December 31, 2017 through December 31, 2019.

We manufacture containers for delicatessen, bakery, produce and snack food applications; microwaveable containers for fresh, prepared and ready-to-eat food; and trays for meat, poultry and eggs.

 

LOGO

Food Merchandising’s extensive list of customers includes supermarkets, grocery and healthy eating retailers and other food stores as well as meat, egg, agricultural and consumer packaged goods (“CPG”) processors. We serve our customers nationwide, regionally or locally, depending on their needs.

 

6


We operate in the $9 billion North American food merchandising industry. This industry is forecast to grow at a CAGR of approximately 3% during the five-year period from 2019 through 2024. We believe that key growth drivers in North American food merchandising include increased consumption of fresh produce, meat, poultry, prepared foods and baked goods; increased demand for display-ready fresh food; the shift toward smaller containers, as well as fiber-based and higher value packaging formats (e.g. higher cost meat and poultry trays for organic and specialty products) and the proliferation of products designed to meet unique functional needs such as tamper-evident and reclosable containers.

Food Merchandising has the broadest range of products and packaging solutions in North America. Over 85% of its net revenues for 2019 were from products for which it held a #1, #2 or #3 U.S. market share position. The segment is aligned with increasing customers’ demand for packaging solutions that protect and display fresh food, fresh prepared, already-cooked and ready-to-cook foods. We believe that Food Merchandising provides a compelling value proposition to customers, packages that consumers like and trust and products that meet high standards with rapid turnaround times. Product innovation is focused on high-growth emerging companies where our products help deliver our customers’ brands.

The pie charts below show the breakdown of net revenues in our Food Merchandising segment for fiscal year 2019 by type of customer, by product and by geography.

 

FY 2019 net revenues by

customer type

    

FY 2019 net revenues by

product

  

FY 2019 net revenues by

geography

 

LOGO

Beverage Merchandising

Our Beverage Merchandising segment (“Beverage Merchandising”) is a leading manufacturer of fresh cartons for refrigerated beverage products in North America and certain portions of Southeast Asia, primarily serving dairy (including plant-based, organic and specialties), “good-for-you” juice and other specialty beverage end-markets. Beverage Merchandising generated $1.6 billion in net revenues and $196 million in Adjusted EBITDA (a 12% Adjusted EBITDA margin) for fiscal year 2019 and has grown its net revenues at a 1.4% CAGR from December 31, 2017 through December 31, 2019.

Based on management data, Beverage Merchandising is the only integrated producer of fresh beverage cartons in North America that offers customers a “one-stop-shop” carton solution, which we refer to as the Total Packaging System Solution (“TPSS”). Beverage Merchandising manufactures and supplies integrated fresh carton systems, which include printed cartons with high-impact graphics, spouts and filling machinery. Beverage Merchandising also produces fiber-based liquid packaging board (“LPB”) for its internal requirements and to sell to other fresh beverage carton manufacturers, as well as a range of paper-based products which it sells to paper and packaging converters. Based on management data, in 2019 Beverage Merchandising held a #1 U.S. and Canada market share position in its key beverage product categories: high-barrier LPB used for gable-top cartons; printed fiber-based beverage cartons; and high-speed filling machinery.

 

7


LOGO

Beverage Merchandising’s key customers include national and regional dairy, juice and specialty beverage producers, cup, plate and container manufacturers and other beverage carton manufacturers.

We primarily operate in the $1 billion North American fresh beverage carton industry. The North American fresh beverage carton industry is forecast to grow at a CAGR of approximately 1% during the five-year period from 2019 through 2024. Key growth drivers in North American fresh beverage cartons include increased demand for fresh, plant-based, organic and other specialty dairy products and specialty beverages, the displacement of other packaging formats by recyclable fiber-based cartons and the trend toward smaller size containers of one-half gallon or less. We also operate in growing emerging markets in Asia, including China, Korea, Malaysia and Taiwan and in the Middle East, including Israel, Morocco and Saudi Arabia through our joint ventures. We believe the Asian and Middle Eastern markets we serve are forecast to grow annually at approximately 5% and 3%, respectively, during the four-year period from 2020 through 2024. The growth in demand for the products we manufacture in emerging markets is driven by a growing middle class and urbanization.

One-hundred percent of our product offering is environmentally sustainable and fiber-based (excluding filling machinery and spouts) and our cartons are recyclable. We believe that Beverage Merchandising is well positioned to capitalize on consumer trends that favor fresh, conveniently-sized refrigerated beverage containers made with fiber-based materials that meet the demanding health, safety, speed and reliability requirements of customers and regulators. In addition, we believe our TPSS provides customers with a low cost solution and excellent customer service. We believe our market positions, our total systems approach, our manufacturing capabilities and our technical support and other services for customers give us a competitive advantage.

Beverage Merchandising has historically been operated and managed as a separate and independent reportable segment from our Foodservice and Food Merchandising segments. Beverage Merchandising’s leading position in fresh cartons for specialty dairy and juice gives us leadership in another “good-for-you” department around the outside of the supermarket and complements our existing leadership positions with food retailers in meat and poultry trays, fiber egg packaging, bakery and snack containers and fruit and produce containers. We believe the integration of the businesses will generate new product opportunities that capitalize on Beverage Merchandising’s fiber manufacturing and material science capabilities. We are targeting significant commercial benefits from this planned integration. We believe that by combining Beverage Merchandising with Foodservice and Food Merchandising, we will be able to provide a broader range of essential fiber-based packaging solutions for our customers. We also expect that the integration will help reduce cost by allowing us to use previously discarded materials, reduce procurement costs through combined purchasing and achieve potential cost savings through the integration of fiber and board materials.

 

8


The pie charts below show the breakdown of net revenues in our Beverage Merchandising segment for fiscal year 2019 by type of customer, by product and by geography.

 

    FY 2019 net revenues by

    customer type

  

FY 2019 net revenues

by product

  

FY 2019 net revenues

by geography

 

LOGO

Our Products

We provide a wide range of products to serve convenience-oriented consumers by making it possible for them to eat and drink the fresh food and beverages that they want, when they want and where they want. Our products range from food containers, plates and bowls, hot and cold cups, lids, wraps and cutlery to meat and poultry trays, egg cartons and reclosable fresh beverage cartons. We make products that are convenient, reliable and offer consumers features like reclosability and tamper evidence. Our products help make daily life easier for consumers by reducing the time and hassle of cleaning up. We held a #1, #2 or #3 U.S. market share position in product categories that represent approximately 80% of our total pro forma net revenues in 2019.

Our Strengths

Unrivalled product and substrate breadth for on-the-go food and beverage consumption

We manufacture the broadest range of foodservice, food merchandising and beverage merchandising products in the North American market. We offer over 13,000 unique SKUs made from a diverse range of

substrates, including resins, bio-resins, plant and paper-based fiber and aluminum. We believe our extensive product offering is part of what makes us the “one-stop-shop” for our customers by providing them the ability to switch between our products and various substrates to meet evolving customer and consumer preferences.

Our material science expertise and state-of-the-art product design and testing capabilities enable us to engineer high-performing materials and create new and innovative products to meet the demanding requirements of our customers and the preferences of consumers as well as to increase food safety. We use our material science expertise to focus on sustainability, performance and material savings. We have an industry-leading analytical lab and dedicated technology center in Canandaigua, New York where we develop innovative resin blending and compounding formulations and processes and new engineered materials using paper/fiber substrates. We also have an innovation center in Bedford Park, Illinois where we have on-site design, testing, prototyping and production capabilities. These unique material and product design capabilities allow us to partner with our customers to rapidly develop and commercialize new and innovative solutions that further increase the value we provide our customers.

Our products are formulated and fabricated in compliance with all applicable food laws and regulations. In addition, our production facilities are independently audited for adherence to good manufacturing practices. All Beverage Merchandising converting facilities have received SQF (“Safe Quality Food”) certification, and 23 Foodservice and Food Merchandising facilities have achieved BRC (“British Retail Consortium”) certification for meeting globally-recognized standards related to food safety and quality.

 

9


We believe we offer the most extensive selection of eco-friendly fresh food and beverage products in North America that are manufactured from recycled, recyclable or renewable materials and we continue to grow our offering of sustainable products with new bio-resin and fiber-based offerings. We offer customers environmentally-friendly alternatives across nearly all of our products and categories today and we believe our EarthChoice brand is the largest eco-friendly foodservice brand with one of the broadest product lines in the North American foodservice industry.

Market leading positions across a broad range of products

We are the largest producer of fresh food and fresh beverage packaging in North America (as measured by revenue). We held a #1, #2 or #3 U.S. market share position in product categories that represent approximately 80% of our total pro forma net revenues in 2019. Our scale and broad product offering, efficient low-cost nationwide manufacturing and hub-and-spoke distribution capabilities, together with the various services, efficiencies and reliability we offer customers, create our unique and compelling value proposition. We believe that our market leading positions in almost every product category in North America provide pricing power and purchasing leverage and help generate strong margins. Foodservice held a #1, #2 or #3 U.S. market share position in almost all of its product categories in 2019. Over 85% of Food Merchandising’s net revenues for 2019 were from product categories in which it held a #1, #2 or #3 U.S. market share position. Based on management data, Beverage Merchandising is the only integrated fresh beverage carton producer in North America and it held a #1 U.S. and Canada market share position in its key beverage product categories: high-barrier LPB used for gable-top cartons; printed fiber-based beverage cartons; and high speed filling machinery. We believe our market positions and scale are a significant competitive advantage and would be difficult for any competitor to replicate.

 

10


LOGO

 

11


Growing consumer-oriented end markets

We serve customers in the fresh foodservice, fresh food merchandising and fresh beverage carton markets and we are well positioned to benefit from growth trends in each of these markets. Our businesses are aligned with secular growth in demand for convenient, on-the-go fresh food and beverages and for products made from sustainable materials. The graph below sets forth the historical and expected growth in the addressable North American market served by our three reportable segments:

 

 

LOGO

The addressable North American Foodservice market is valued at approximately $22 billion and is expected to grow at a CAGR of 4.2% during the five-year period from 2019 through 2024. We believe the breadth of our fresh, convenience-oriented and sustainable packaging solutions positions us to benefit from the key trends driving growth in the foodservice market. Consumers are increasingly eating food prepared away-from-home, as evidenced by the growing popularity of online delivery, take-out, drive-thru, emerging QSR brands and catering and events services. There has been a significant shift toward away-from-home eating, with away-from-home consumer spending increasing to 54% of total U.S. consumer food spending in 2018, compared to only 48% in 2000. We expect away-from-home’s percentage of overall consumer food spending to continue to increase in the future. Online food delivery transactions are expected to grow approximately 10% per annum through 2024. We believe growth in on-the-go hot and cold beverage consumption will drive increased consumption of our cups, lids and straws. In addition, we believe favorable demand trends in many of our other product categories, such as growing demand for chef-inspired packaged food and restaurant-prepared foods, will also drive increased consumption of our foodservice products. Consumer preference is shifting toward higher-priced and eco-friendly fiber-based substrates, and we believe consumers are increasingly considering the quality and sustainability of food and beverage packaging when selecting restaurants for delivery, take-out and drive-thru orders. Increased demand for lightweight packaging with value-add and safety features, such as enhanced tamper evidence, is also an important growth driver in the foodservice market. We believe our extensive selection of on-the-go and sustainable products with innovative features positions us to benefit from these growth trends and earn higher margins from the sale of these products.

The addressable North American Food Merchandising market is valued at approximately $9 billion and is expected to grow at a CAGR of 3.1% during the five-year period from 2019 through 2024. We believe our expansive selection of innovative and sustainable packaging solutions positions us to benefit from market trends

 

12


driving growth in the North American food merchandising market. Consumption of fresh produce, meat, poultry, prepared food and baked goods in North America is increasing. Consumer preference is shifting toward fiber-based packaging and smaller product formats. Consumers increasingly want to be able to see the food they buy while being assured of its safety and they increasingly want food that is fresh and ready-to-eat. In addition, the North American food merchandising market is projected to grow as consumers shift toward higher value and feature-rich formats (e.g. innovative tamper-evident containers and recycled PET meat and poultry trays for organic and specialty products) and with the proliferation of proprietary products designed to meet unique functional needs for customers, such as meat and poultry trays that are engineered to be packed and wrapped at high speeds. We believe we are positioned to benefit from these trends due to our wide-ranging product offerings and our ability to design and develop innovative on-trend products that meet evolving consumer preferences and the specific requirements of our customers.

The addressable North American Beverage Merchandising market is valued at approximately $1 billion and is expected to grow at a CAGR of 0.6% during the five-year period from 2019 through 2024. We believe demand for fresh beverage cartons will increase as consumer preference shifts toward fresh, refrigerated, organic and plant-based dairy and smaller product formats (i.e. cartons that are one-half gallon or smaller). We believe that demand will also increase as consumer preference shifts toward convenient, sustainable and visually-attractive printed fiber beverage cartons from alternative formats. We believe that a growing middle class and urbanization trends in emerging markets in Asia position us to continue benefitting from international growth as well. We believe our broad range of sustainable, fiber-based beverage packaging will allow us to benefit from these trends.

An important trend affecting all three of our business segments is the growing preference of consumers for fresh and prepared food and fresh beverages. Almost every product we make across our three segments is specifically designed for fresh food and beverages and we expect to benefit from the consumer’s desire to increasingly eat and drink fresh. Whether consumers eat at home or away-from-home, we believe we are well-positioned to cater to their preferences. The following graphs set forth the expected growth in the U.S. away-from-home meals market and the U.S. online food delivery market during the five-year period from 2019 to 2024.

 

LOGO

 

13


Compelling value proposition backs longstanding strategic partnerships with blue chip customer base

Our customer relationships across leading FSRs and QSRs, foodservice distributors, supermarkets, grocery and healthy eating retailers, other food stores, fresh food and beverage producers, food packers and food processors are based on a long history of trust. We believe we have developed strong long-term partnerships with a diverse group of blue-chip customers due to our compelling value proposition driven by our broad range of products, the range of substrates we manufacture products from, our national distribution network and our ability to quickly design and manufacture innovative custom solutions.

We believe our “one-stop-shop” model offers our customers significant commercial, logistics and cost advantages. Our breadth of products and nationwide network of regional mixing centers means we can partner with customers anywhere in the United States and meet their wide-ranging food and beverage packaging needs. We offer our customers the ability to work with one salesperson, place one order with one customer service representative and receive one shipment, thereby improving efficiencies and lowering working capital. Customers are able to minimize supply chain and logistics costs by shipping with full truck loads from our distribution centers rather than shipping from multiple locations or overseas with our competitors.

We partner with our customers to develop new product designs that help them market their brands. Through our leading production technology and material science expertise, we are able to rapidly develop on-trend new products with features that meet the evolving preferences of consumers. As a result, we serve a critical role in developing and differentiating iconic food and beverage brands for our customers with consumers.

Customers rely on our products to help protect their brands by keeping food and beverages safe and fresh. Whether it is a hot coffee cup with the iconic logo of one of our national Foodservice customers or Food Merchandising’s clear containers that let consumers see the fresh salads and fruit at their supermarket, our products are integral to consumers’ everyday lifestyles. Each one of Beverage Merchandising’s fresh beverage filling machines safely and reliably fills approximately 1 million cartons each week for our customers without leakage or spoilage, which is critical to protecting their brands. Customers depend on the quality, reliability and performance of our products for critical applications like these and many others. Our customers trust us with their brand reputation each time they use our products.

We have also invested in programs that allow us to better serve our clients by improving the procurement process. Our VPA tool helps customers navigate our extensive product offering and directs them toward the products that best fit their packaging needs.

We believe these value-added services differentiate us from our competitors and strengthen our position as a leading strategic partner with our customer base.

 

14


Examples of our customers by segment:

 

 

Foodservice

 

 

 

    

 

 

 

Food Merchandising

 

 

 

    

 

 

 

Beverage Merchandising

 

LOGO

Well-invested, nationwide footprint and unique distribution model enhances competitive position

We have a large well-invested, manufacturing base and a hub-and-spoke distribution network in the United States and the international geographies in which we operate. The majority of our assets are in the United States, which allows us to provide an extensive offering of products manufactured in the United States to our customers. We believe our manufacturing footprint and distribution network provides us a competitive advantage in each of our segments. Foodservice is the only manufacturer in the United States with an extensive nationwide hub-and-spoke distribution network, which enables customers to buy across our entire product offering. Food Merchandising is a low cost U.S. manufacturer with well-invested facilities that are within close proximity to our customer base. We have an unrivalled product offering in the North American foodservice and food merchandising markets and a “one-face-to-the-customer” service model. This service model uses one sales representative per account to produce one order which is supported by one customer service representative that is responsible for one shipment with one invoice. We believe Beverage Merchandising is uniquely positioned in the U.S. and in the emerging markets we serve as the only producer that manufactures fresh beverage cartons, filling machinery and LPB, which we believe positions us as a low cost solution with excellent customer service.

We have made manufacturing flexibility a priority in our investment of capital. We are able to offer substrates and product lines to match changing market needs efficiently and at low cost. This enables us to scale production to match the requirements of our customers and trends in the market, including for example, increasing our use of recycled and recyclable material to produce a greater number of sustainable products and earn higher margins from the sale of these products. We have strategically invested in flexible manufacturing assets that can be quickly converted to produce alternative products. Our broad manufacturing base includes approximately 900 production lines and we manufacture approximately 115 billion units each year. We believe the flexibility of our manufacturing capabilities across our large asset base is a competitive advantage.

Foodservice has 16 manufacturing plants. Food Merchandising has 24 manufacturing plants. Foodservice and Food Merchandising share the use of 26 warehouses and 8 regional mixing centers. Beverage Merchandising has 6 U.S. beverage carton manufacturing plants, 7 international beverage carton manufacturing plants (including 3 plants in our joint ventures), 2 filling machinery plants, 3 extrusion plants, 2 integrated LPB and paper mills and 3 chip mills. Each of our manufacturing plants is managed by a manufacturing director, and we utilize lean operating practices and information technology to measure performance against objective metrics to optimize manufacturing efficiency and reduce cost. We estimate that it would require more than $11.6 billion to replicate

 

15


our manufacturing assets, and we believe it would be exceedingly difficult to recreate our proprietary manufacturing know-how and in-house developed technologies that enable us to produce the broad range of high-quality products we efficiently manufacture, distribute and sell to customers. In addition, it would be difficult to construct comparable manufacturing facilities across the breadth of our locations and capabilities.

We have made significant investments in our manufacturing plant network, including approximately $636 million in pro forma capital expenditures over the last two fiscal years, approximately $374 million of which has been invested in growth and productivity initiatives. These investments have centered on automation, operational efficiencies and innovation for value-add and eco-friendly product offerings. Recent investments include capacity expansions, increased process speed, yield improvements and new processes and capabilities. We believe that these investments will help drive future growth in net income from continuing operations and Adjusted EBITDA from continuing operations.

Sustainability focus is aligned with today’s consumer preferences and our customers’ goals

We offer a broad range of sustainable products that are made with recycled, recyclable, renewable or compostable materials. We manufacture an eco-friendly alternative across nearly our entire range of products and offer products made from seven different types of sustainable substrates. Through our state-of-the-art production technology and material science experience, we have the ability to develop new value-add and sustainable materials and solutions. We believe we are well positioned to benefit from changing consumer preferences for more environmentally sustainable products. In fiscal year 2019, approximately 65% of our pro forma net revenue came from products made from recycled, recyclable or renewable materials. In addition, based on third-party industry research and management estimates, the global addressable market for sustainable packaging is estimated to grow at a 5-10% CAGR through 2025.

In addition, many of our customers have publicly-stated goals to increase the use of sustainable products. Significant portions of our new product and material innovations are geared toward developing sustainable products for our customers. As current customers using traditional materials look to switch to more sustainable alternatives, we are well-positioned to quickly and effectively support them. With a high percentage of our net revenue coming from products that are made from recyclable or other sustainable materials, we are helping our customers achieve their own sustainability goals.

Foodservice offers a rapidly growing selection of sustainable products through our EarthChoice brand. Food Merchandising is the leading North American producer of fiber-based egg packaging. The portfolio includes over 250 products, each with at least one of our four environmental attributes:

 

   

Reduce: We reduce the use of petroleum-based materials by incorporating other materials, such as minerals and plant-based starches, into select EarthChoice products.

 

   

Recycle: We manufacture products that include post-consumer recycled materials and actively engage in initiatives to expand recycling of foodservice packaging.

 

   

Renew: We utilize renewable resources and promote initiatives to broaden composting of foodservice packaging.

 

   

Reuse: We design products that may be washed and reused by consumers.

Beverage Merchandising’s reclosable fresh beverage packaging consists entirely of sustainable fiber-based cartons (excluding spouts). Our cartons are recyclable and are made with over 70% renewable material. We hold third-party certifications from Forest Stewardship Council, the Programme for the Endorsement of Forest Certification and the Sustainable Forestry Initiative which demonstrate our commitment to responsible wood procurement and chain-of-custody procedures.

 

16


In addition to our use of recycled and renewable materials, we also support efforts to expand opportunities for consumers to recycle or compost our products, notably as one of the founding members of the Carton Council, Paper Recovery Alliance, Plastics Recovery Group, Foam Recycling Coalition and the Paper Cup Alliance. We have demonstrated our commitment to use more recycled plastic by joining the Association for Plastic Recyclers’ Demand Champions program. We engage with the composting industry through the U.S. Composting Council, and a growing number of our products are certified compostable by the Biodegradable Products Institute. We are a longstanding member of the Sustainable Packaging Coalition, an industry working group dedicated to a more robust environmental vision for packaging.

We are working to limit our environmental impact by reducing greenhouse gas emissions, increasing energy efficiency and minimizing waste going to landfills. For example, nearly 60% of the energy we use in Beverage Merchandising to make paper comes from biomass, a renewable energy source, and we generate solar energy for local communities near our Canton, North Carolina mill. In addition, we consistently optimize our freight routes in order to lower fuel consumption, and we recycle internally almost all our plastic processing scrap in manufacturing our own products and we recycle externally our paper scrap, which reduces material going to landfills.

Demonstrated track record of new product development

We have a proven history of product innovation, including the introduction of new products and the addition of innovative features to existing products. We have introduced over 3,800 new products, including over 500 new sustainable products within the last 5 years. Innovation is a core capability we are proud of and a key focus area going forward as we strive to enhance our product portfolio, drive growth and increase margins.

We have significant intellectual property and proprietary know-how. We hold over 400 patents related to product design, utility and material formulations.

Our primary focus areas for product innovation are the development of packaging with new value-add features, engineering new materials that improve the performance of our products and commercializing new environmentally-friendly packaging solutions. Both consumer preferences and the requirements of our customers continually evolve and we strive to develop new value-add features and products to meet those needs. Through our long-standing customer relationships, we gain valuable insight into our customers’ needs and are able to identify, engineer and develop the optimal products for them. Functionality, quality, material savings, brand marketing and safety are key drivers in our product development. Examples of our product innovations include reclosable beverage cartons, proprietary SecuriTESMART tamper-evident containers, strawless lids, compostable cutlery and recycled PET containers.

In Foodservice, our product innovation initiatives are focused on developing new products made from sustainable materials. Since the start of 2019, we have launched, or expect to launch by the end of 2020, over 70 new items across many of our product categories under our EarthChoice brand. In Food Merchandising, our product innovation is focused on rapidly growing emerging companies for whom packaging helps deliver their brand. In Beverage Merchandising, we have developed a variety of carton designs to help beverage manufacturers differentiate their products and generate stronger brand recognition. Our barrier board technology allows our customers to achieve longer shelf life for their products as well as protecting against the loss of vitamins and other nutrients.

 

17


In 2019, on a pro forma basis, we spent a total of $22 million on research and development efforts. We have dedicated technology and innovation facilities, and we employ personnel focused on product development, material innovation and process improvement. We maintain a robust pipeline of potential new projects related to new products, materials and process improvements, and we currently have over 150 active projects across our three segments. Examples of the commercialization of our research and development projects include:

 

   

New products: Our new EarthChoice line of compostable plates and bowls and our new dual color polypropylene hinged lid line of containers

 

   

New materials: Foamed PET, next-generation CPET and polyethylene-free cup stock

 

   

Process improvements: Increased use of RPET in PET products and improved thermoforming processes that will enable us to use alternative materials and increase output

 

LOGO

 

LOGO

 

LOGO

Attractive financial profile with strong free cash flow generation

We have an attractive financial profile with strong free cash flow generation. Our large and growing end markets, unrivalled North American manufacturing and distribution network, effective raw material cost pass-throughs and active cost management result in high margins and strong free cash flow generation. The majority of our net revenues are pursuant to long-term customer contracts that include resin and other raw material cost pass-through provisions, and many of our contracts include cost pass-through provisions for other cost

 

18


components, including freight, energy, labor and cost of living. The contractual pass-through mechanisms ensure that substantially all increases and decreases in the cost of resin are passed on to customers, which mitigates the effect of resin price movements on our profitability. We also effectively manage our raw material costs by leveraging our significant purchasing scale to obtain favorable pricing with our diversified supplier base.

We intend to use the proceeds of this offering to repay a portion of our existing indebtedness and, in the long-term, we expect to use a portion of our available free cash flow to further delever our balance sheet. While we have operated the business with significantly higher leverage in the past, we intend to significantly delever our balance sheet using the net proceeds of this offering, plus cash on hand, and we are focused on further deleveraging our balance sheet in the long-term to achieve a target leverage ratio of approximately 3.0x net debt (defined as total principal amount of debt less cash and cash equivalents) to Adjusted EBITDA.

Recession-resilient financial profile

The data presented in the graphs below represent the respective segment measure of performance, derived from separate financial statements not included in this prospectus. Pactiv Foodservice / Food Packaging was a segment of Pactiv Inc., prior to our acquisition of Pactiv Inc. in 2010, and is substantially consistent with the aggregation of our currently reported Foodservice and Food Merchandising segments. This data was prepared in accordance with GAAP applicable at the time of the issuance of the financial statements of Pactiv Inc. from which it was derived. Evergreen was one of our reportable segments for the periods presented and is consistent with our currently reported Beverage Merchandising segment. This data was prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable at the time of the issuance of the financial statements of the Group from which it was derived.

 

LOGO

We believe our participation in recession-resilient food and beverage end markets helps us maintain a strong financial profile for each of our segments throughout the economic cycle. Regardless of the economic environment, consumers will continue to eat and drink and our products keep their food and beverages safe and fresh. For example, as illustrated in the chart above, during the 2008-2009 recession the financial performance of Pactiv Foodservice / Food Packaging and Evergreen improved while the S&P 500 decreased by approximately 24% during that same two year period.

Our strong financial profile is also driven by our long-term contracts with customers that average approximately three years in length and that contain raw material, energy, freight and other variable costs pass-through mechanisms. We have secured long-term contracts with many of our major customers, and together these contracts represented a total of 55% of our pro forma net revenues for the year ended December 31, 2019. Of the total net revenues generated pursuant to these contracts in 2019, 90% was covered by specific and effective cost pass-through mechanisms that insulate us to a substantial extent from fluctuations in raw material

 

19


and other variable costs. We expect the combination of long-term contracts with our customers and the pass-through mechanisms in many of these contracts will lead to greater certainty of future net revenues and help reduce the volatility of our net income (loss) from continuing operations and Adjusted EBITDA from continuing operations.

World-class management team

We have a committed team of talented management, led by John McGrath, our Chief Executive Officer, who has over 35 years in the industry. The rest of our leadership team averages over 20 years of industry experience.

Our management team is focused on their vision for the Group, which includes a culture of innovation, excelling at quality and service, creating relied-on products that are part of people’s lives, minimizing our impact on the environment and constantly evolving the business to meet customers’ needs. Our management team’s key accomplishments include integrating, developing and growing the Group with a strong ethics-driven and safety-focused culture while still achieving a leading market share and strong financial results. In addition, we attribute our lower than industry standard employee turnover rates to our collaborative, trustworthy company culture and our unwavering commitment to safety and to our approximately 15,000 employees. Our strong management team is well positioned to effectively manage the business into the future with a depth of talented and dedicated employees already primed to lead the next generation of the Group.

Our Strategy

Continue to capitalize on our industry leading position and grow with our customers

We participate in large and growing food and beverage markets with strong market penetration. We have market leading positions in many of the product categories that we participate in and have developed longstanding strategic partnerships with our customers. We offer our customers a broad and innovative selection of product solutions across a wide range of substrates. We provide a wide range of value-added services to our customers. We believe our extensive manufacturing and distribution network makes us one of the lowest cost and most flexible manufacturers in our industry. We have the capability to meet the demanding and evolving product, material and performance requirements of our customers. We are positioned to supply customers in fast-growing markets, such as fresh and prepared food delivery, healthy eating retailing and plant-based dairy substitutes, and

in emerging market geographies. We believe we offer our customers a unique and compelling value proposition. These factors and our focus on offering a high quality portfolio of food and beverage packaging products provide tremendous value to our customers and continue to drive growth.

Target profitable growth through new and innovative products

Our demonstrated track record of product innovation has in our view helped differentiate us from our competitors and gain business with customers. Our product innovation drives incremental growth and margin within the product categories in which we compete. We intend to use our broad manufacturing capabilities, product development know-how and material science expertise to continue to add to our product offering and to enter adjacent product categories across our segments.

We believe there are significant opportunities in the markets we serve for us to develop new products. We are developing products with increased functionality and innovative features to help our customers improve the fresh, prepared and ready-to-eat products they offer to consumers. We are also developing products to build consumers’ point of sale awareness of our customers’ brands. Additionally, we believe increasing environmental awareness, sustainability and safety concerns of consumers will continue to create significant new product opportunities for us. We expect these and other new opportunities will generate higher margins and incremental profitable growth for us.

 

20


In Foodservice, we are introducing new compostable plates and bowls made from internally sourced proprietary fiber board, compostable cutlery and straws made from plant-based resins, two-piece polypropylene container systems and strawless lids made from recyclable resins. In Food Merchandising, we are introducing recycled PET meat trays, recycled PET foam egg cartons, recycled PET thermoformed containers, ovenable CPET containers and recycled PET hinged-lid containers with proprietary tamper-evident hinge features under the SecuriTESMART tamper-evident line. In Beverage Merchandising, we have introduced our SmartPak line of sustainable beverage cartons and we are developing a poly-free fiber board for use in paper cups and cartons, which we believe will be a major product innovation.

Execute on operational excellence, grow our business and reduce cost

Since 2017, we have experienced headwinds in our operations due to a variety of factors, many of which we believe have subsided or which we are actively addressing through strategic capital initiatives that we believe also position the Company for future growth. We believe the declines in our Adjusted EBITDA from continuing operations we have experienced during this period are largely attributable to temporary factors that include: increased labor costs of $73 million due to labor shortages in 2018; increased freight and logistics costs of $74 million primarily driven by a shortage of truck drivers in 2018; increased raw material costs driven primarily by inclement weather that affected Beverage Merchandising’s primary source of wood raw materials in 2019 of $33 million; and operational issues driving higher costs of $19 million at our two Beverage Merchandising mills in 2018 and 2019. As a result of certain other headwinds, which include certain selling, general and administrative expenses, manufacturing costs (excluding labor costs) and volume changes related to distribution, we have also experienced additional costs totaling $56 million since 2017. The conditions that drove the increased freight, raw material and labor costs have subsided. Nonetheless, to address the labor shortages, we have implemented automation programs to decrease total labor costs. At our Beverage Merchandising mills, we have invested in our assets and our systems to increase our operational efficiency. These and other initiatives are part of the 4-year strategic investment program that we began in 2018 and plan on completing by the end of fiscal year 2021.

Over the two year period ended December 31, 2019, we invested approximately $374 million in pro forma capital expenditures in a number of strategic initiatives to grow our business and reduce cost. These strategic initiatives involve automation, operational efficiency and the development and launch of new products and capabilities. We believe these initiatives will further enhance our value proposition and product offering for customers, streamline and further reduce the cost of our manufacturing and distribution of products and position us to capitalize on growth opportunities in the markets we serve.

We have targeted a weighted average expected payback period of approximately 2.0 years for these strategic capital investments. We define expected payback period as the number of years of targeted benefit to Adjusted EBITDA required to equal the amount of our investment.

 

21


The table below summarizes the capital costs we have incurred on these projects, the expected payback periods, the Adjusted EBITDA benefits we have achieved through December 31, 2019 and June 30, 2020 and the total targeted Adjusted EBITDA benefit. Included in the $374 million of total 2018-2019 strategic investments is approximately $228 million we invested in growth initiatives and approximately $146 million we invested in a series of initiatives that we believe will increase the efficiency of our operations and further reduce our costs. As the data in the table shows, for the 12 months ended June 30, 2020 initiatives that we have implemented at our Foodservice, Food Merchandising and Beverage Merchandising segments have realized Adjusted EBITDA benefits of $47 million, $24 million and $8 million, respectively.

 

($ in millions)

   Capex      Expected
payback

period**
     Adjusted
EBITDA
benefit
realized
during 12
months
ended
December 31,
2019
     Adjusted
EBITDA
benefit
realized
during
12
months
ended
June 30,
2020
     Targeted
total
annual
Adjusted
EBITDA
benefit
 

Business Growth

              

Foodservice

   $ 54        ~ 1.5 years      $ 10      $ 14        *  

Food Merchandising

     42        ~ 1.5 years        8        11        *  

New product & material innovation

 

           

Foodservice

   $ 38        ~ 2.0 years      $ 13      $ 12        *  

Food Merchandising

     13        ~ 2.0 years        2        7        *  

Automation

              

Foodservice

   $ 56        ~ 2.0 years      $ 13      $ 15      $ 26  

Food Merchandising

     13        ~ 2.0 years        3        3        6  

Digital transformation

              

Foodservice

   $ 35        ~ 2.5 years      $ 3      $ 4      $ 12  

Food Merchandising

            —          2        2        2  

Integrated supply chain

              

Foodservice

   $ 25        ~ 2.0 years        —        $ 2      $ 14  

Food Merchandising

     19        ~ 2.0 years        —          2        10  

Cost reduction

              

Foodservice

   $ 17        *        —          —          *  

Food Merchandising

     17        *        —          —          *  

Beverage Merchandising

     46        ~ 2.5 years        3        8        18  
  

 

 

    

 

 

          
   $ 374        ~ 2.0 years           
  

 

 

    

 

 

          

 

*

Targeted total annual Adjusted EBITDA benefit amounts and expected payback periods for these initiatives have been omitted from the table above because the Adjusted EBITDA benefits for these initiatives are not entirely within our control.

**

We define expected payback period as the number of years of targeted benefit to Adjusted EBITDA required to equal the amount of our investment.

We intend to invest approximately $287 million over the two year period ended December 31, 2021 in what we believe are high return new strategic initiatives or to complete strategic investments in process. In the six months ended June 30, 2020, we invested approximately $59 million of this $287 million total amount of capital expenditures. Included in the $287 million of total targeted 2020-2021 strategic investments is approximately $145 million we plan to invest in growth initiatives and approximately $142 million that we plan to invest in a series of initiatives that will increase the efficiency of our operations and further reduce our costs. We have targeted a weighted average expected payback period for these investments of approximately 2.5 years. The table

 

22


below summarizes our 2020-2021 strategic capital investments and the expected payback period we estimate for those investments.

 

($ in millions)

   Capex      Expected
payback
period**
     Targeted
total annual
Adjusted
EBITDA
benefit
 

Business Growth

        

Foodservice

   $ 23        ~ 2.5 years        *  

Food Merchandising

     34        ~ 4.0 years        *  

New product & material innovation

        

Foodservice

   $ 37        ~ 4.5 years        *  

Food Merchandising

     18        ~ 1.0 year        *  

Beverage Merchandising integration

        

Foodservice

   $ 34        ~ 1.0 year        *  

Cost reduction

        

Foodservice

   $ 44        ~ 3.5 years      $ 13  

Food Merchandising

     30        ~ 4.5 years        7  

Beverage Merchandising

     68        ~ 2.0 years        32  
  

 

 

    

 

 

    
   $ 287        ~ 2.5 years     
  

 

 

    

 

 

    

 

*

Targeted total annual Adjusted EBITDA benefit amounts and expected payback periods for these initiatives have been omitted from the table above because the Adjusted EBITDA benefits for these initiatives are not entirely within our control.

**

We define expected payback period as the number of years of targeted benefit to Adjusted EBITDA required to equal the amount of our investment.

As discussed above, we are making strategic investments in a number of targeted programs to further improve our operations, grow our business, and reduce our costs with the goal of increasing the Adjusted EBITDA of our reportable segments. Details of the strategic initiatives include:

 

   

Business Growth Initiatives. Beginning in 2018, we launched a number of business growth initiatives which are primarily focused on increasing production capacity, speeding up production lines and adding new manufacturing process capabilities. Through December 31, 2019, we invested approximately $96 million in these initiatives and have targeted an expected total payback period of approximately 1.5 years for these initiatives for both the Foodservice and Food Merchandising segments. For the 12 months ended June 30, 2020, we have realized Adjusted EBITDA benefits from these initiatives of $14 million for the Foodservice segment and $11 million for the Food Merchandising segment. We anticipate realizing the remainder of the total targeted Adjusted EBITDA benefit in subsequent periods. In the 2020-21 period, we intend to invest $57 million in business growth initiatives and are targeting an expected total payback period of approximately 2.5 years for these initiatives for the Foodservice segment and approximately 4.0 years for the Food Merchandising segment.

 

   

New Product and Material Innovation. In 2018, we also launched a series of initiatives to develop new innovative products and materials. These initiatives are primarily focused on developing products with new shapes, sizes and features, products made using new substrates and growing our line of sustainable products. Through December 31, 2019, we invested approximately $50 million in these initiatives and have targeted an expected total payback period of approximately 2.0 years for these initiatives for both the Foodservice and Food Merchandising segments. For the 12 months ended June 30, 2020, we have realized Adjusted EBITDA benefits from these initiatives of $12 million for the Foodservice segment and $7 million for the Food Merchandising segment. We anticipate realizing the remainder of the total targeted Adjusted EBITDA benefit in subsequent periods. In the 2020-21 period, we intend to invest

 

23


 

$55 million in new product and material innovation initiatives and are targeting an expected total payback period of approximately 4.5 years for these initiatives for the Foodservice segment and approximately 1.0 year for the Food Merchandising segment.

 

   

Increase productivity through automation: We continue to invest in automating manual tasks to increase operating efficiency and safety. We commenced a systematic automation program in 2017 to lower labor costs and eliminate repetitive tasks, which we expect to complete by the end of 2020. Our automation strategy includes implementing end of production line automation and palletizing, introducing automated vehicles, changing work flow and work cells to streamline processes and integrating collaborative robots (“COBOTs”) with our employees. We estimate that phase 1 of our system automation program will require approximately $88 million of capital expenditures and we have targeted a total payback period of approximately 2.0 years. Through December 31, 2019, we invested $69 million in automation initiatives. We have targeted approximately $26 million of total Adjusted EBITDA benefit through cost savings from this program for the Foodservice segment and approximately $6 million of total Adjusted EBITDA benefit through cost savings for the Food Merchandising segment. For the 12 months ended June 30, 2020, we have realized Adjusted EBITDA benefits from these initiatives of $15 million for the Foodservice segment and $3 million for the Food Merchandising segment. We anticipate realizing the remainder of the total targeted Adjusted EBITDA benefit in subsequent periods.

 

   

Improve operations through digital transformation: We have launched a number of digital initiatives to significantly improve our operational efficiency and effectiveness, including our Factory Asset Intelligence program, our fast analytics program, our Resin Procurement Optimization Tool (“RPOT”) and our Virtual Packaging Assistant (“VPA”) for customers. The factory asset intelligence program was designed to target productivity increases of 10% across our manufacturing facilities. We have implemented the program at two facilities and have established a dedicated team to help implement the program at additional sites and at a significantly reduced cost. Our fast analytics program enables us to obtain and analyze data, which helps us make real-time decisions to improve the operation, efficiency and speed of decision-making throughout many aspects of the business. RPOT lowers cost by optimizing our resin purchase plan based on demand, manufacturing constraints, commodity cost forecasts and supply constraints. Our proprietary VPA helps customers select the products that best fit their packaging needs. These initiatives are helping us build our integrated, data-driven culture to transform our operations through digitally-connected people, assets and processes. Through December 31, 2019, we invested $35 million in digital transformation initiatives. We have targeted approximately $12 million of total Adjusted EBITDA benefit through cost savings from this program for the Foodservice segment and approximately $2 million of total Adjusted EBITDA benefit through cost savings for the Food Merchandising segment. For the 12 months ended June 30, 2020, we have realized Adjusted EBITDA benefits from these initiatives of $4 million for the Foodservice segment and $2 million for the Food Merchandising segment. We anticipate realizing the remainder of the total targeted Adjusted EBITDA benefit in subsequent periods.

 

   

Reduce costs through an integrated supply chain: We are integrating our supply chain by implementing production planning, transportation management and warehouse management software. We are increasing our operational efficiency through interlocking task management and other initiatives that will improve throughput and productivity. These programs will improve supply chain management, reduce inventory and drive out cost. Through December 31, 2019, we invested $44 million in integrated supply chain initiatives. We have targeted approximately $14 million of total targeted Adjusted EBITDA benefit through cost savings from this program for the Foodservice segment and approximately $10 million of total targeted Adjusted EBITDA benefit for the Food Merchandising segment. For the 12 months ended June 30, 2020, we have realized Adjusted EBITDA benefits from these initiatives of $2 million for the Foodservice segment and $2 million for the Food Merchandising segment. We anticipate realizing the remainder of the total targeted Adjusted EBITDA benefit in subsequent periods.

 

24


   

Other Cost Savings Initiatives: We have launched a number of programs focused on improving the performance and earnings of our two Beverage Merchandising LPB mills. We have also launched a series of local productivity programs intended to offset inflation. Our Operator Driven Reliability, or ODR, program focuses our operators on optimizing lubrication, managing vibration and ensuring precision alignment, with the goal of reducing production variability and improving productivity. We have new personnel initiatives focused on recruitment, increased training and employee certification along with increased support from our suppliers and technical experts. We are installing a predictive analytics and visualization system at our Canton, North Carolina mill to optimize quality and speed. A number of small capital expenditure projects have commenced or are under consideration, in each case with the intention of lowering cost and/or improving productivity in certain sub-processes within our mills, such as white liquor optimization and bark boiler natural gas conversion. Through December 31, 2019, we invested $80 million in cost reduction initiatives and have targeted an expected total payback period of approximately 4.5 years for these initiatives. For the 12 months ended June 30, 2020, we have realized Adjusted EBITDA benefits from these initiatives of $8 million for the Beverage Merchandising segment. We anticipate realizing the remainder of the total targeted Adjusted EBITDA benefit in subsequent periods. In the 2020-21 period, we intend to invest $142 million in additional cost reduction initiatives, including further mill operational improvements, phase 2 of our automation program and other cost reduction initiatives and are targeting an expected total payback period of approximately 3.5 years for these initiatives for the Foodservice segment, approximately 4.5 years for the Food Merchandising segment and approximately 2.0 years for the Beverage Merchandising segment.

In addition to the strategic investment program described above, we have implemented a series of operating initiatives to improve our operating performance. These operating initiatives focus on effective pricing, speed of changeovers, labor management, total maintenance cost and offsetting inflation. These initiatives do not require any significant capital expenditures and are expected to help improve our operating efficiency.

Integrate Beverage Merchandising

Beverage Merchandising has historically been operated and managed as an individual reportable segment, separate from Foodservice and Food Merchandising. Beverage Merchandising’s leading position in fresh cartons for specialty dairy and juice gives us leadership in another “good-for-you” department around the outside of the supermarket and complements our existing leadership positions with food retailers in meat and poultry trays, fiber egg packaging, bakery and snack containers and fruit and produce containers. We believe the integration of the businesses will generate new product opportunities that capitalize on Beverage Merchandising’s fiber manufacturing and material science capabilities. We will leverage Beverage Merchandising’s fiber capabilities and Foodservice and Food Merchandising’s resources to create innovative customized products. For example, we have launched a line of fully compostable paper plates and bowls under the EarthChoice brand, which combines the strengths of Beverage Merchandising’s barrier board manufacturing technology and Foodservice’s go-to-market expertise.

We believe we can complete the integration with limited capital expenditures. We plan to invest approximately $34 million to capitalize on commercial opportunities created by the integration of the businesses, such as the development of new products like paper hot cup sleeves, paper tray liners, paper bags and other paper foodservice products. We believe these investments have an attractive payback period and will help drive future growth.

Focus on sustainability as a growth opportunity

We view sustainability as a growth opportunity. We offer one of the broadest lines of eco-friendly products for fresh food and beverages in the North American market to support our customers’ sustainability goals and

 

25


meet consumers’ demands. Unlike some other industry participants, most of our environmentally friendly products are produced in the United States.

We believe we are well positioned to benefit from trends toward sustainable products. Consumers increasingly prefer products which are made from recycled, recyclable or renewable materials. Consumers are also often willing to pay more for food and beverage items made from environmentally-friendly substrates, which result in sales with higher profitability for us.

Across our business, we believe we are well positioned to benefit from growth in fiber-based, recycled, recyclable and compostable packaging. We currently offer a recyclable or sustainable product for nearly every product category that we manufacture and we have the product offering and material technology to move customers to alternative substrates. Many of our customers have publicly-stated goals to increase the use of sustainable products and we are committed to launching new and innovative sustainable product lines for our customers. In Foodservice, we continue to develop and introduce new products under the EarthChoice brand, which includes a comprehensive sustainable portfolio of products made with bio-resins, fiber, recyclable PET and mineral filled polypropylene. In Food Merchandising, we are the largest producer of molded fiber egg cartons in the United States and believe we are positioned to benefit from shifts toward fiber and away from foam polystyrene. Our Food Merchandising segment continues to produce new sustainable product innovations, such as our recycled PET meat trays and egg cartons. In Beverage Merchandising, we continue to develop new fiber-based beverage cartons, such as our SmartPak line of sustainable cartons. We are reducing our carbon footprint by increasing our recycled resin content, growing our fiber-based product offering and using recyclable resins and materials, such as infinitely-recyclable aluminum.

We actively manage our portfolio of products to capitalize on material substitution opportunities to improve Adjusted EBITDA from continuing operations. For fiscal year 2019, approximately 65% of our pro forma net revenues, or approximately $3.4 billion, were derived from products made with recycled, recyclable or renewable materials. The approximately $3.4 billion of pro forma net revenues during fiscal year 2019 was comprised of approximately $965 million of pro forma net revenues from sales of recycled and recyclable PET and polypropylene, approximately $2.055 billion of pro forma net revenues from sales of molded fiber and paper products and approximately $380 million of pro forma net revenues from sales of other recyclable and compostable materials. We are committed to our goal of achieving 100% of sales from recycled, recyclable or renewable materials by 2030.

Carefully evaluate and pursue highly accretive acquisitions

Given the breadth of our product offering, multiple business platforms in fresh food and beverage merchandising and the scale of our manufacturing, distribution and customer network, we believe we are well positioned to grow through strategic acquisitions within our industry. Furthermore, we believe we have a competitive advantage over our peers in mergers and acquisitions due to our historical acquisition track record and ability to leverage our scale to generate incremental synergies versus our peers.

We are an experienced consolidator with a proven track record of successfully integrating our acquired companies to capture synergies and broaden our product offering. We intend to continue to apply a selective and disciplined acquisition strategy that focuses on enhancing our scale, product diversity and geographic reach, while bolstering our financial performance through synergies and additional cash generation. In addition, we may also divest non-core assets from time to time.

 

26


Environmental, Social and Governance Commitments

Environmental

Through our sustainable product offering and efficient manufacturing processes, we intend to reduce our impact on the environment. Since 2015, we have achieved a 12% reduction in absolute energy consumption, which resulted in a 10% reduction in greenhouse gas emissions. Our recyclable and compostable product offering helps reduce the amount of our products that end up in landfills. In the last four years, approximately 65% of Foodservice/Food Merchandising’s waste has been recycled each year. We are dedicated to meeting the highest standards of sustainability. For example, 100% of Beverage Merchandising’s fiber meets the SFI Fiber Sourcing standards for sustainable fiber.

We currently offer a wide variety of sustainable products offered through our leading EarthChoice brand or under our customers’ brands. While we are proud of the fact that 65% of our pro forma net revenues are currently derived from materials that are recyclable, recycled or renewable, we are focused on reaching our goal of 100% by 2030.

In addition, we support efforts to expand opportunities for consumers to recycle or compost our products, notably as one of the founding members of the Carton Council, Paper Recovery Alliance, Plastics Recovery Group, Foam Recycling Coalition and the Paper Cup Alliance. We have demonstrated our commitment to use more recycled plastic by joining the Association for Plastic Recyclers’ Demand Champions program. We engage with the composting industry through the U.S. Composting Council, and a growing number of our products are certified compostable by the Biodegradable Products Institute. We are a longstanding member of the Sustainable Packaging Coalition, an industry working group dedicated to a more robust environmental vision for packaging. We hold third-party certifications from Forest Stewardship Council, the Programme for the Endorsement of Forest Certification and the Sustainable Forestry Initiative which demonstrate our commitment to responsible wood procurement and chain-of-custody procedures. We plan to publish our first comprehensive sustainability report, cataloguing our extensive sustainability initiatives and metrics, during the third quarter of 2020.

Social

We are committed to engaging our employees and communities through a variety of social initiatives centered around safety, leadership and community involvement. Safety is a core value and affects everything we do. Our manufacturing facilities have achieved safety metrics that are approximately three times better than industry average in 2019. We had a total recordable incidence rate of 1.14 compared to the industry average of 3.20, a total lost time rate of 0.83 compared to the industry average of 1.93, and a total lost workday rate of 0.35 compared to an industry average of 0.93. In addition to our safety-oriented culture, we invest in the health and well-being of our employees, as evidenced by the approximately $30 million of investments in employee comfort and convenience initiatives in our facilities since the beginning of 2019.

We are committed to values of respect for our people and our communities and we focus on attracting and retaining a diverse workforce. For example, we engage our communities and provide leadership opportunities for our employees through our Operations Leadership Development Program and our Leadership Advisory Council. Our Operations Leadership Development Program recruits Junior Military Officers and puts them through an intensive training program to fast-track their transition into manufacturing and logistics leadership roles. Thirty-one candidates have successfully completed or are currently enrolled in this program and seven are currently Plant Managers or Warehouse Operations Managers. Our Leadership Advisory Council identifies high performing and high potential employees. We also provide these employees with the executive mentorship and guidance needed for them to excel, and we provide them with leadership and strategy development training. This program has been highly successful, with two of our CEO’s direct reports having participated in the program.

 

27


Governance

We have implemented a strong, independent governance program. The composition of our board of directors reflects our commitment to independence. Of the seven members of the board, four are independent members, including two women. The chairman of our board of directors is also an independent member.

Recent Developments

COVID-19 Impact on the Group

On March 11, 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization, which recommended containment and mitigation measures worldwide. Our operations, sales, and, to a lesser extent, our supply chain have been impacted by the pandemic, and we expect that impact to continue.

Although many jurisdictions implemented, for various periods of time, stay-at-home, closures or similar measures designed to limit the spread of COVID-19, resulting in the temporary closing of many businesses, these orders include exemptions for “essential businesses.” All of our operations fall within those exemptions and have remained open. Some of our facilities, however, operate in communities that have had high incident rates of COVID-19, resulting in many persons out sick or in quarantine, which has impacted production at some plants. We have implemented several policies designed to protect our employees and our customers including screening employees for all symptoms of COVID-19 (including increased temperature checking), ensuring social distancing is observed, providing physical barriers and personal protective equipment where employees work closely together, tracking and tracing of COVID-19 positive employees to identify close contacts and locations frequented, engagement of third-party vendors to deep-clean and sanitize facilities and enhancing pay and leave policies to ensure employees experiencing symptoms of COVID-19 stay at home. While certain of these measures taken have increased our costs, we remain committed to adapting our policies and procedures to ensure the safety of our employees and compliance with federal, state and local regulations while the pandemic continues.

We have taken actions to reduce non-essential spending, including the furlough of certain of our employees, reducing working capital in areas affected by lower sales and reducing non-essential capital spending. We estimate that we will realize approximately $12 million in annual savings from plant fixed cost reductions, $20 million in annual savings from selling, general and administrative expense reductions and $19 million in annual savings from other cost reduction initiatives. We believe we have realized $12 million of cost savings in the six months ended June 30, 2020 as a result of these actions. Additionally, we plan to invest approximately $9 million in high-return capital investments to rebalance our manufacturing operations and shift focus towards products with increased demand due to the COVID-19 pandemic.

The COVID-19 pandemic had a significant impact on our results of operations in the second quarter of 2020, particularly in our Foodservice segment, with lesser impacts in our Food Merchandising, Beverage Merchandising and Graham Packaging segments. Our Foodservice segment has experienced a significant decline in net revenue due to the closure or reduced activity of restaurants. Our Foodservice customers have begun adapting to COVID-19 restrictions and changes in consumer behavior by offering more take-out and online ordering options. Consistent with the easing of restrictions, towards the latter part of the second quarter of 2020 we experienced an increase in volumes and net revenues in our Foodservice segment. Our Food Merchandising segment has experienced a strong market demand for many of our products such as meat trays as people continue to eat more at home, while there has been a decline in demand for other products, such as bakery and snack containers typically used in many of the group gatherings that were either canceled or scaled back during the second quarter. Within our Beverage Merchandising segment, sales of fresh beverage cartons have remained relatively constant with declines in sales of school milk cartons being offset by higher demand in the retail segment, while sales in the paper markets have declined due to a decrease in demand of printed publications and

 

28


advertising. The COVID-19 pandemic has adversely impacted some of our operations, particularly at our Beverage Merchandising sites, with a number of staff absent from work on sick leave. This has resulted in some lower production volumes and increased overtime and temporary labor costs. The pandemic has also slightly slowed the implementation of some of our operation excellence programs as contractors have not been able to travel to our sites and, to ensure staff safety, we have restricted the number of third party contractors allowed into our plants. Our Graham Packaging segment has experienced a minimal net positive impact with an increase in demand for containers used for food, beverages and disinfectants offset by a decrease in demand for containers used in automotive markets as a result of people driving less.

While our results of operations are starting to recover from the impact of the COVID-19 pandemic, we expect that the COVID-19 pandemic will continue to negatively impact our results of operations in future periods as the macroeconomic environment changes and consumer behavior continues to evolve. Based on data currently available, we expect the impact of the COVID-19 pandemic on our business to be less significant in the third quarter of 2020 as compared to its impact in the prior quarter. However, the general effects of the COVID-19 pandemic continue to change and remain unpredictable. We make no assurances as to the future results of our business.

In facilities that manufacture, warehouse and distribute products with softening demand, we have taken measures to reduce spending and production accordingly. To date, we have not experienced significant issues within our supply chain, including the sourcing of materials and logistics service providers. However, this may change the longer the pandemic continues.

We believe the increased demand for certain of our products results from more people eating at home and increased cleaning due to the pandemic. We cannot predict if, or for how long, such increased demand will continue. For those products with decreased demand, we do not expect to recover the sales lost during the pandemic, and certain industries we serve, primarily the restaurant industry, are experiencing severe impacts and may not return to pre-pandemic strength for a significant period of time. The duration of the COVID-19 pandemic remains unknown, and its ongoing impact on our operations may not be consistent with our experiences to date.

In addition, we have experienced volatility in the net liability for our pension plans, with the value of plan assets and liabilities impacted by changes in financial markets in connection with the COVID-19 pandemic. See “Risk Factors—We face risks associated with certain pension obligations.”

The table below shows the monthly Adjusted EBITDA of each of our reportable segments, on a pro forma basis.

 

      January,
2020
     February,
2020
     March,
2020
     April,
2020
     May,
2020
     June,
2020
 
     (In millions)  

Foodservice

   $ 19      $ 17      $ 20      $ 2      $ 10      $ 21  

Food Merchandising

     17        16        20        16        19        26  

Beverage Merchandising

     13        17        19        16        13        9  

On a pro forma basis, after giving effect to the GPC Separation, the Corporate Reorganization and this offering, as of June 30, 2020, we had $504 million of cash and cash equivalents on hand and $259 million available for drawing under our revolving credit facility (which may be reduced to $207 million of availability as a result of the Concurrent Debt Transactions described below). Following our repayment of borrowings as part of the Corporate Reorganization, our next significant near term maturity of outstanding borrowings is the U.S. term loan under our Credit Agreement, which matures in February 2023. Our revolving credit facility, which is currently used for letters of credit, matures in August 2021. As part of the Concurrent Debt Transactions, we

 

29


intend to extend the maturity of a portion of the U.S. term loan under our Credit Agreement to February 15, 2026 and the maturity of our revolving credit facility under our Credit Agreement to August 5, 2024. We do not currently anticipate that the COVID-19 pandemic will materially impact our liquidity over the next 12 months.

CARES Act

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in March 2020. Retroactive provisions of the CARES Act entitle us to utilize additional deferred interest deductions, which lower our taxable income for the year ended December 31, 2019. The CARES Act also increases the allowable interest deductions for the year ending December 31, 2020. As a result of the CARES Act, we recognized a tax benefit in the six months ended June 30, 2020 of $90 million in respect of adjusting our taxable income for the year ended December 31, 2019. This estimate will be updated when our U.S. federal and state tax returns for the year ended December 31, 2019 are finalized and filed.

Concurrent Debt Transactions

Prior to the pricing of this offering, we launched a senior secured notes offering, revolving credit facility refinancing amendment and term loan refinancing amendment (the “Concurrent Debt Transactions”), as described below. Unless otherwise indicated, the unaudited pro forma consolidated financial data included elsewhere in this prospectus does not give effect to the Concurrent Debt Transactions.

Senior Secured Notes Offering

Prior to the pricing of this offering, we launched a private placement (the “Senior Secured Notes Offering”) of $1,000 million aggregate principal amount of senior secured notes (the “New Senior Secured Notes”). The Senior Secured Notes Offering has been made pursuant to a separate confidential offering memorandum, and nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the Senior Secured Notes. Completion of this offering is not conditioned upon completion of the Senior Secured Notes Offering, although the consummation of the Senior Secured Notes Offering will be conditioned upon the completion of this offering. If consummated, we intend to use the net proceeds from the Senior Secured Notes Offering to repay certain indebtedness. See “Use of Proceeds.”

To the extent the Senior Secured Notes Offering is consummated, the New Senior Secured Notes will be guaranteed by the same parties and secured by the same collateral that guarantee and secure our Credit Agreement and our existing Senior Secured Notes. The indenture governing the New Senior Secured Notes will include similar restrictions and covenants as our existing senior secured notes, that will, among other things and, subject to a number of qualifications and exceptions, restrict our and certain of our subsidiaries’ ability to, incur indebtedness; make restricted payments, including paying dividends or other distributions on our common stock and repurchasing our common stock; make investments; consummate certain asset sales; engage in certain transactions with affiliates; grant certain liens; and consolidate, merge or transfer all or substantially all of our assets. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 9—Debt in our annual consolidated financial statements included elsewhere in this prospectus.

There can be no assurance that we will be able to consummate the Senior Secured Notes Offering on the terms described herein or at all. The terms of the New Senior Secured Notes described herein are subject to change and a number of conditions.

Revolving Facility

Prior to the pricing of this offering, we launched a revolving credit facility refinancing amendment with respect to our Credit Agreement to extend the maturity of the revolving credit facility under our Credit

 

30


Agreement and reduce the commitments under such revolving credit facility by $52 million to a total of $250 million. The maturity of the revolving credit facility will be extended from August 5, 2021 to August 5, 2024, subject to the springing maturity provision described below. The extended revolving credit facility will contain a springing maturity provision that will adjust the maturity date of the revolving credit facility to the date that is 91 days prior to the maturity date applicable to any of the term loan facility, our senior secured notes and/or our senior unsecured notes (“Reference Debt”) if the aggregate principal amount of such Reference Debt outstanding at such time exceeds $500 million. Following any such maturity date extension, the extended revolving credit facility will include the same financial and restrictive covenants as those currently in place. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 9—Debt in our annual consolidated financial statements included elsewhere in this prospectus.

There can be no assurance that we will successfully extend the maturity of the revolving credit facility on the terms described herein or at all. Completion of this offering is not conditioned upon completion of the revolving credit facility refinancing amendment although the effectiveness of the revolving credit facility refinancing amendment will be conditioned upon the completion of this offering.

Term Loan Facility

Prior to the pricing of this offering, we launched a refinancing amendment with respect to a portion of the term loan under our Credit Agreement to extend the maturity of a portion of the term loan by three years to February 5, 2026. Following the refinancing amendment, the extended term loan facility will include the same restrictive covenants as those currently in place. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 9—Debt in our annual consolidated financial statements included elsewhere in this prospectus.

There can be no assurance that we will successfully extend the maturity of any portion of the term loan facility on the terms described herein or at all. Completion of this offering is not conditioned upon completion of the effectiveness of the refinancing amendment, although the effectiveness of the refinancing amendment will be conditioned upon completion of this offering.

Exiting of Residual Operations of Closures South America and Related Impairment

Separate from our reportable segments, we have residual operations in Europe and South America related to our former closures business. During the three months ending September 30, 2020, we commenced a process to dispose of our remaining closures operations in South America and have concluded that it is probable that a disposal will be completed within the next twelve months. As a result, the assets and liabilities associated with these operations will be presented as assets and liabilities held for sale as of September 30, 2020. In conjunction with the reclassification to held for sale we expect to recognize an impairment charge during the three months ended September 30, 2020, which we currently estimate to be up to $30 million.

Summary Risk Factors

Investing in our stock involves risks. These risks include, among others, those related to:

 

   

future costs of raw materials, energy and freight, including the impact of tariffs, trade sanctions and similar matters;

 

   

competition in the markets in which we operate;

 

   

changes in consumer lifestyle, eating habits, nutritional preferences and health-related and environmental and sustainability concerns;

 

31


   

failure to maintain satisfactory relationships with our major customers;

 

   

the impact of a loss of any of our key manufacturing facilities;

 

   

the uncertain economic, operational and financial impacts of the COVID-19 pandemic;

 

   

compliance with, and liabilities related to, environmental, health and safety laws, regulations and permits;

 

   

impact of government regulations and judicial decisions affecting products we produce or the products contained in the products we produce;

 

   

any non-compliance with the Foreign Corrupt Practices Act of 1977 or other similar laws;

 

   

our dependence on suppliers of raw materials and any interruption to our supply of raw materials;

 

   

our ability to realize the benefits of our capital investment, restructuring and other cost savings programs; and

 

   

seasonality and cyclicality.

Before you invest in our stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors” beginning on page 42.

Our Corporate Information

PTVE was incorporated under the name Reynolds Group Holdings Limited on May 30, 2006 under the Companies Act 1993 of New Zealand. Prior to the closing of this offering, Reynolds Group Holdings Limited will convert into a corporation incorporated in the state of Delaware with the name Pactiv Evergreen Inc.

Our principal executive offices are located at 1900 W. Field Court, Lake Forest, Illinois, 60045 and our telephone number is (800) 879-5067. Our website is www.pactivevergreen.com. Our website and the information contained therein or connected thereto are not incorporated into this prospectus or the registration statement of which it forms a part.

PFL, a company incorporated pursuant to the laws of New Zealand, is and will be our only stockholder immediately prior to the closing of this offering. PFL is a wholly-owned subsidiary of Packaging Holdings Limited (“PHL”), a company incorporated pursuant to the laws of New Zealand and wholly-owned by Mr. Graeme Hart. PFL is also the controlling shareholder of Reynolds Consumer Products Inc. (“RCPI”) and the sole shareholder of GPC (following the GPC Separation). Rank Group Limited (“Rank”), a company incorporated pursuant to the laws of New Zealand, is Mr. Hart’s principal operating entity. For additional information on our relationships with PFL, RCPI, GPC, Rank and Mr. Hart, see “Certain Relationships and Related Party Transactions” and “Principal Stockholders.”

Upon the closing of this offering, PFL and the Affiliated Participant (together, the “Hart Stockholders”) will own, and control the voting power of, approximately 79% of our outstanding shares of common stock (or approximately 76% if the underwriters’ option to purchase additional shares of common stock is exercised in full). Upon the closing of this offering, we will be a “controlled company” as defined under the corporate governance rules of Nasdaq. As a result, the Hart Stockholders will be able to exercise control over all matters requiring approval by our stockholders, including the election of our directors and approval of significant corporate transactions. The Hart Stockholders’ controlling interest may discourage or prevent a change in control of our company that other holders of our common stock may favor. See “Risk Factors—Risks Relating to Our Relationships with the Hart Stockholders, RCPI, GPC and Rank—We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and intend to rely on, exemptions from certain

 

32


corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

Prior to the closing of this offering we will complete the following transactions (collectively, the “GPC Separation”):

 

   

the legal release of the GPC Group from the senior secured credit agreement dated August 5, 2016 to which PTVE and certain members of the Group are parties (the “Credit Agreement”), and the legal release of the GPC Group from the guarantees of certain of the notes issued by subsidiaries of the Company;

 

   

the execution of a transition services agreement with GPC (the “GPC TSA”) pursuant to which we will, upon GPC’s request, provide certain administrative services to GPC for up to 24 months, which is described in greater detail in “Certain Relationships and Related Party Transactions;”

 

   

the entry by the GPC Group into $1,985 million of new borrowings (the “New GPC Borrowings”), the net proceeds of which were received by us; and

 

   

the distribution of all of the shares in GPC to PFL in consideration for the buy-back of approximately 14 million of our outstanding shares, based on the initial public offering price, which will be canceled upon completion of the buy-back.

Prior to the closing of this offering, we will also complete the following transactions (collectively, the “Corporate Reorganization”):

 

   

the repayment of certain borrowings (other than the repayment of indebtedness that will be made in connection with the application of the net proceeds of this offering) as described in note (f) to the unaudited pro forma financial statements included under the heading “Unaudited Pro Forma Consolidated Financial Data”;

 

   

the conversion of Reynolds Group Holdings Limited into a corporation incorporated in the state of Delaware, with 1,000 shares of common stock issued and outstanding;

 

   

the execution of a transition services agreement with Rank (the “Rank TSA”) pursuant to which Rank will, upon our request, provide certain administrative and support services to us for up to 24 months, and we will, upon Rank’s request, provide certain administrative and support services to them for up to 24 months, which is described in greater detail in “Certain Relationships and Related Party Transactions;”

 

   

the settlement of related party balances with Rank and its subsidiaries as described in note (g) to the unaudited pro forma financial statements included under the heading “Unaudited Pro Forma Consolidated Financial Data”; and

 

   

the consummation of a stock split pursuant to which each share of our outstanding common stock will be reclassified into 134,408 shares of common stock (“Stock Split”).

 

33


THE OFFERING

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our common stock. You should carefully read this entire prospectus before investing in our common stock including the “Risk Factors” section and our consolidated financial statements and notes thereto.

 

Common stock offered

41,026,000 shares

 

Common stock to be outstanding after this offering

175,434,000 shares

 

Overallotment option to purchase additional shares of common stock from us

6,153,900 shares

 

Use of proceeds

We estimate that the net proceeds to us from this offering will be approximately $541 million, or approximately $623 million if the underwriters exercise their option to purchase additional shares of common stock in full, at an initial public offering price of $14.00 per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses. We intend to use the net proceeds from this offering to repay certain indebtedness. See “Use of Proceeds.”

 

Concentration of ownership

Upon the closing of this offering, the Hart Stockholders will own a majority of the voting power of our common stock. We currently intend to avail ourselves of the “controlled company” exemption under the corporate governance rules of Nasdaq.

 

Dividend policy

Commencing with the fiscal quarter ended December 31, 2020 and subject to legally available funds, we intend to pay quarterly cash dividends on our common stock. We expect to pay an initial quarterly cash dividend of $0.10 per share. The initial dividend for the quarter ended December 31, 2020 is expected to be paid in February 2021. Thereafter, the quarterly dividend will be paid subsequent to the close of each fiscal quarter.

 

  The declaration, amount and payment of any dividends will be at the sole discretion of our board of directors and subject to certain considerations. See “Dividend Policy.”

 

Listing

Our common stock has been approved for listing on Nasdaq under the trading symbol “PTVE.”

The number of shares of our common stock to be outstanding after this offering:

 

   

is based on 134,408,000 shares of common stock outstanding prior to this offering (after giving effect to the Corporate Reorganization);

 

34


   

excludes 297,296 shares of common stock underlying the grants to be issued upon the closing of this offering to persons, including our senior management, pursuant to retention agreements entered into with such persons (“IPO Grants”). These IPO Grants will be issued as restricted stock units. The majority of the IPO Grants will vest ratably on an annual basis over a three-year period, commencing on the first anniversary of the closing date of this offering. All other IPO Grants will vest on December 31, 2021.

 

   

excludes 9,079,395 shares of common stock reserved for future issuance under the Pactiv Evergreen Inc. Equity Incentive Plan (the “Incentive Plan”) (which includes the 297,296 shares of common stock underlying the IPO Grants); and

 

   

excludes the issuance of up to 6,153,900 shares of common stock which the underwriters have the option to purchase from us solely to cover over-allotments. If the underwriters exercise their option to purchase additional shares in full, 181,587,900 shares of common stock will be outstanding after this offering.

Unless we specifically state otherwise and except for our historical consolidated financial statements included elsewhere in this prospectus, all information in this prospectus assumes the completion of the GPC Separation and the Corporate Reorganization prior to the closing of this offering and assumes no exercise of the underwriters’ option to purchase additional shares of common stock solely to cover overallotments.

 

35


SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

Set forth below are summary historical financial and other data. The consolidated balance sheet data as of December 31, 2019 and 2018 and the consolidated statements of income data and the consolidated statements of cash flows data for the years ended December 31, 2019, 2018 and 2017 have been derived from our annual consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated balance sheet data as of December 31, 2017 has been derived from our financial records which are not included in this prospectus, and has been prepared on the same basis as our consolidated financial statements. The unaudited consolidated balance sheet data as of June 30, 2020 and the unaudited consolidated statements of income data and the unaudited consolidated statements of cash flows data for the six months ended June 30, 2020 and 2019 have been derived from our interim condensed consolidated financial statements included elsewhere in this prospectus. Except as described below, the interim condensed consolidated financial statements were prepared on a basis consistent with that used in preparing our annual consolidated financial statements and include all normal and recurring adjustments considered necessary for a fair statement of our financial position and results of operations for the interim periods. The summary financial data may not be indicative of our future performance as a public company. It should be read in conjunction with the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Consolidated Financial Data” and the annual consolidated financial statements and corresponding notes and the interim condensed consolidated financial statements and corresponding notes included elsewhere in this prospectus.

The GPC Group is included in our summary historical consolidated financial data presented below. Following the GPC Separation, which will occur prior to the closing of this offering, the GPC Group will no longer operate as one of our reportable segments and the results of the GPC Group for the periods prior to the GPC Separation will be presented as a discontinued operation in our historical financial statements beginning with the fiscal period that includes the completion of the GPC Separation.

Also set forth below are summary unaudited pro forma consolidated statements of income data for the six months ended June 30, 2020 and 2019 and the year ended December 31, 2019, which assume that the GPC Separation, the Corporate Reorganization and this offering had occurred as of January 1, 2019. The summary unaudited pro forma consolidated balance sheet data as of June 30, 2020 assumes that the GPC Separation, the Corporate Reorganization and this offering occurred as of June 30, 2020. The pro forma adjustments are based upon available information and assumptions that we believe are reasonable. The summary unaudited pro forma consolidated financial data does not purport to represent what the financial position or results of operations of the Group would have been if we had operated as a public company during the periods presented or if the transactions described therein had actually occurred as of the dates indicated, nor does it project the financial position at any future date or the results of operations for any future period. The following unaudited pro forma financial data does not give effect to the Concurrent Debt Transactions. Please see the notes to the “Unaudited Pro Forma Consolidated Financial Data” included elsewhere in this prospectus for a complete description of the adjustments reflected in the unaudited pro forma consolidated financial data.

 

    Pro Forma     Historical  
    Six months
ended
June 30,
    Year ended
December 31,
    Six months
ended
June 30,
    Year ended December 31,  
    2020     2019     2019     2020     2019     2019     2018     2017  
    (In millions, except share and per share data)  

Statements of Income Data:

               

Net revenues(1)

  $ 2,319     $ 2,582     $ 5,191     $ 3,259     $ 3,594     $ 7,115     $ 7,395     $ 7,439  

Cost of sales

    (1,971     (2,149     (4,344     (2,755     (3,019     (5,999     (6,282     (6,086
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    348       433       847       504       575       1,116       1,113       1,353  

Selling, general and administrative expenses

    (247     (239     (469     (330     (324     (639     (565     (599

Goodwill impairment charges

    —         —         (16     —         —         (16     (138     —    

Restructuring, asset impairment and other related charges

    (4     (6     (46     (13     (24     (96     (53     (101

 

36


    Pro Forma     Historical  
    Six months ended
June 30,
    Year ended
December 31,
    Six months ended
June 30,
    Year ended December 31,  
    2020     2019     2019     2020     2019     2019     2018     2017  
    (In millions, except share and per share data)  

Other income (expense), net(2)

    40       (4     (19     27       (7     (34     (33     (38
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income from continuing operations

    137       184       297       188       220       331       324       615  

Non-operating income (expense), net

    33       (2     (13     33       (2     (13     41       (10

Interest expense, net

    (74     (123     (245     (187     (228     (432     (412     (484
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before tax

    96       59       39       34       (10     (114     (47     121  

Income tax (expense) benefit

    140       (43     (132     59       (14     (54     16       218  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) from continuing operations

  $ 236     $ 16     $ (93   $ 93     $ (24   $ (168   $ (31   $ 339  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Per share:

               

Earnings (loss) per share from continuing operations

               

Basic

  $ 1.34     $ 0.09     $ (0.52   $ 2.58     $ (0.70   $ (4.68   $ (0.92   $ 9.44  

Diluted

    1.34       0.09       (0.52     2.58       (0.70     (4.68     (0.92     9.44  

Weighted average number of shares used in calculating earnings per share:

               

Basic

    175,525,003       175,434,000       175,434,000       35,708,019       35,708,019       35,708,019       35,708,019       35,708,019  

Diluted

    175,573,634       175,502,073       175,434,000       35,708,019       35,708,019       35,708,019       35,708,019       35,708,019  

Balance Sheet Data (as per period end):

               

Accounts receivable, less allowances for doubtful accounts

  $ 428       $ 691       $ 666     $ 699     $ 722  

Inventories

    766           903         894       896       911  

Total assets(3)

    6,904           12,260         16,175       16,169       16,385  

Accounts payable

    261           391         425       483       454  

Long-term debt, including current portion

    4,031           7,435         10,630       10,997       11,339  

Total equity

    1,038           2,037         2,082       1,785       1,599  

Cash Flow Data:

               

Net cash provided by (used in)

               

Operating activities

        $ 167     $ 240     $ 896     $ 963     $ 858  

Investing activities

          (208     (275     (4     (453     (364

Financing activities

          368       (20     (384     (360     (796

Other financial data:(4)

               

Adjusted EBITDA from continuing operations (non-GAAP)

  $ 272     $ 341     $ 691     $ 463     $ 518     $ 1,038     $ 1,091     $ 1,294  

 

(1)

On January 1, 2018, we adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers and other related Accounting Standards Updates regarding Accounting Standards Codification Topic 606 (“ASC 606”), using the modified retrospective method. Results as of and for the year ended December 31, 2018 and periods thereafter are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under ASC 605, Revenue Recognition, the accounting standard in effect for those periods presented. Our adoption of ASC 606 resulted in immaterial adjustments to amounts recognized in our consolidated financial statements. For further details regarding the impact of the adoption of ASC 606, refer to Note 2—Summary of Significant Accounting Policies of our annual consolidated financial statements included elsewhere in this prospectus.

(2)

For the historical periods, Other income (expense), net, includes the related party management fee. For further information, refer to Note 18—Related Party Transactions in our annual consolidated financial statements and Note 17—Related Party Transactions in our interim condensed consolidated financial statements, each of which are included

 

37


 

elsewhere in this prospectus. Following the closing of this offering, we will no longer be charged the related party management fee.

(3)

On January 1, 2019, we adopted Accounting Standards Update 2016-02, Leases and other related Accounting Standards Updates regarding Accounting Standards Codification Topic 842 (“ASC 842”), using the modified retrospective method without the recasting of comparative periods’ financial information, as permitted by the transition guidance. Results for the six months ended June 30, 2019 and as of and for the year ended December 31, 2019 and periods thereafter are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported under ASC 840, Leases, the accounting standard in effect for those periods presented. For further details regarding the impact of the adoption of ASC 842, refer to Note 2—Summary of Significant Accounting Policies of our annual consolidated financial statements included elsewhere in this prospectus.

Non-GAAP Financial Measures

 

(4)

It is management’s intent to provide non-GAAP financial measures to enhance the understanding of our GAAP financial information, and it should be considered in addition to, and not instead of, the financial statements prepared in accordance with GAAP included elsewhere in this prospectus. Our non-GAAP financial measure is presented along with the corresponding most directly comparable GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. The non-GAAP financial measure presented may be determined or calculated differently by other companies.

We define “Adjusted EBITDA from continuing operations” as our net income (loss) from continuing operations calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and further adjusted to exclude certain items of a significant or unusual nature, including but not limited to foreign exchange gains or losses on cash, related party management fees, unrealized gains or losses on derivatives, gains or losses on the sale of businesses and non-current assets, restructuring, asset impairment and other related charges, operational process engineering-related consultancy costs, non-cash pension income or expense and strategic review and transaction-related costs.

We have included Adjusted EBITDA from continuing operations in this prospectus because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. Accordingly, we believe that Adjusted EBITDA from continuing operations provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, our chief operating decision maker uses Adjusted EBITDA as the segment measure of performance for each of our reportable segments.

The following table presents a reconciliation of net income (loss) from continuing operations, the most directly comparable GAAP financial measure, to Adjusted EBITDA from continuing operations for each of the periods indicated:

 

    Pro Forma     Historical  
    Six months
ended
June 30,
    Year ended
December 31,
    Six months
ended
June 30,
    Year ended
December 31,
 
    2020     2019     2019     2020     2019     2019     2018     2017  
    (In millions)  

Net income (loss) from continuing operations (GAAP)

  $ 236     $ 16     $ (93   $ 93     $ (24   $ (168   $ (31   $ 339  

Income tax expense (benefit)

    (140     43       132       (59     14       54       (16     (218

Interest expense, net

    74       123       245       187       228       432       412       484  

Depreciation and amortization

    141       131       273       259       253       516       523       534  

Goodwill impairment charges(a)

    —         —         16       —         —         16       138       —    

Restructuring, asset impairment and other related charges(b)

    4       6       46       13       24       96       53       101  

Loss (gain) on sale of businesses and non-current assets(c)

    —         11       22       1       6       21       31       22  

Non-cash pension (income) expense(d)

    (37     (2     6       (37     (2     6       (51     1  

Operational process engineering-related consultancy costs(e)

    9       13       27       9       13       27       14       12  

Related party management fee(f)

    —         —         —         8       8       16       16       17  

Strategic review and transaction-related costs(g)

    16       3       10       19       1       7       —         —    

Unrealized (gains) losses on derivatives(h)

    (2     (7     (4     (2     (7     (4     8       3  

Foreign exchange (gains) losses on cash(i)

    (28     —         8       (28     —         8       (11     3  

Other

    (1     4       3       —         4       11       5       (4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA from continuing operations (Non-GAAP)

  $ 272    

$

341

 

  $ 691     $ 463     $ 518     $ 1,038     $ 1,091     $ 1,294  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

38


 

(a)

Reflects goodwill impairment charges in respect of our closures operations in 2019, including dis-synergies associated with the sale of the North American and Japanese closures businesses in December 2019, and a goodwill impairment charge in 2018 in respect of the GPC Group. We will complete the GPC Separation prior to the closing of this offering. For further information, refer to Note 4—Impairment, Restructuring and Other Related Charges in our annual consolidated financial statements and Note 4—Impairment, Restructuring and Other Related Charges in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

(b)

Reflects asset impairment, restructuring and other related charges primarily associated with the remaining closures businesses that are not reported within discontinued operations and the ongoing rationalization of the manufacturing footprint in the GPC Group. For further information, refer to Note 4—Impairment, Restructuring and Other Related Charges in our annual consolidated financial statements and Note 4—Impairment, Restructuring and Other Related Charges in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

(c)

Reflects the loss from the sale of businesses and non-current assets, primarily in our Other segment. For further information, refer to Note 13—Other Expense, Net in our annual consolidated financial statements and Note 12—Other Income (Expense), Net in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

(d)

Reflects the non-cash pension (income) expense related to our Reynolds Group Pension Plan, or “RGPP” (formerly the Pactiv Retirement Plan). For further information, refer to Note 12—Employee Benefits in our annual consolidated financial statements and Note 11—Employee Benefits in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

(e)

Reflects the costs incurred to evaluate and improve the efficiencies of our manufacturing and distribution operations.

(f)

Reflects the related party management fee charged by Rank to us. For further information, refer to Note 18—Related Party Transactions in our annual consolidated financial statements and Note 17—Related Party Transactions in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus. Following the closing of this offering, we will no longer be charged the related party management fee.

(g)

Reflects costs incurred for strategic reviews of our businesses, as well as costs related to this offering that cannot be offset against the expected proceeds of this offering.

(h)

Reflects the mark-to-market movements in our commodity and foreign exchange derivatives. For further information, refer to Note 11—Financial Instruments in our annual consolidated financial statements and Note 10—Financial Instruments in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

(i)

Reflects foreign exchange (gains) losses on cash, primarily arising on U.S. dollar amounts held in non-U.S. dollar functional currency entities.

Supplemental Summary Unaudited Pro Forma Consolidated Financial Data

The summary historical consolidated financial data presented above includes the GPC Group. We will complete the GPC Separation prior to the closing of this offering, and the GPC Group will be presented as a discontinued operation in our historical financial statements beginning with the fiscal period that includes the completion of the GPC Separation. The GPC Group has not yet been reflected as a discontinued operation in our historical consolidated financial statements that are included elsewhere in this prospectus. The following table presents supplemental summary unaudited pro forma income statement data for the six months ended June 30, 2020 and 2019 and the years ended December 31, 2019, 2018 and 2017, as if GPC Group had been reflected as a discontinued operation for all periods presented. This information is presented in the columns captioned “Pro Forma – adjusted for the GPC Separation.” We believe the inclusion of this supplemental information will help investors assess the impact of the GPC Separation for all periods presented in the historical financial information included elsewhere in this prospectus. Refer to “Unaudited Pro Forma Consolidated Financial Data” for further details regarding the pro forma adjustments associated with presenting our consolidated income statement information on a pro forma basis as if the GPC Separation had occurred on January 1, 2017. The information in the columns captioned “Pro forma – adjusted for the GPC Separation” does not include the pro forma impact of the Corporate Reorganization, this offering, the repayment of certain indebtedness, as described in “Use of Proceeds”, the issuance of the IPO Grants and payment of certain one-time cash settled transaction bonuses.

Also set forth below in the columns captioned “Pro Forma” are the summary unaudited pro forma consolidated statements of income data for the six months ended June 30, 2020 and 2019 and the year ended December 31, 2019, which assume that the GPC Separation, the Corporate Reorganization, this offering, the

 

39


repayment of certain indebtedness (as described in “Use of Proceeds”) the issuance of the IPO Grants and payment of certain one-time cash settled transaction bonuses had occurred as of January 1, 2019.

 

    Pro Forma     Pro Forma – adjusted for the GPC Separation  
    Six months
ended
June 30,
    Year ended
December 31,
    Six months
ended
June 30,
    Year ended December 31,  
    2020     2019     2019     2020     2019     2019     2018     2017  
    (In millions, except share and per share data)  

Statements of Income Data:

               

Net revenues(1)

  $ 2,319     $ 2,582     $ 5,191     $ 2,319     $ 2,582     $ 5,191     $ 5,308     $ 5,292  

Cost of sales

    (1,971     (2,149     (4,344     (1,971     (2,149     (4,344     (4,464     (4,265
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    348       433       847       348       433       847       844       1,027  

Selling, general and administrative expenses

    (247     (239     (469     (246     (237     (466     (394     (417

Goodwill impairment charges

    —         —         (16     —         —         (16     —         —    

Restructuring, asset impairment and other related charges

    (4     (6     (46     (4     (6     (46     (18     (90

Other income (expense), net

    40       (4     (19     35       (9     (29     (15     (38
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income from continuing operations

    137       184       297       133       181       290       417       482  

Non-operating income (expense), net

    33       (2     (13     33       (2     (13     41       (10

Interest expense, net

    (74     (123     (245     (188     (228     (433     (414     (478
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before tax

    96       59       39       (22     (49     (156     44       (6

Income tax (expense) benefit

    140       (43     (132     170       (16     (84     20       290  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) from continuing operations

  $ 236     $ 16     $ (93   $ 148     $ (65   $ (240   $ 64     $ 284  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other financial data:(2)

               

Adjusted EBITDA from continuing operations (non-GAAP)

  $ 272     $ 341     $ 691     $ 272     $ 341     $ 691     $ 737     $ 892  

 

(1)

Refer to footnote (1) of the summary historical financial and other data above for information related to the impact of the adoption of ASC 606.

Non-GAAP Financial Measures

 

(2)

It is management’s intent to provide non-GAAP financial measures to enhance the understanding of our GAAP financial information, and these measures should be considered in addition to, and not instead of, the financial statements prepared in accordance with GAAP included elsewhere in this prospectus. Our non-GAAP financial measure is presented along with the corresponding most directly comparable GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. The non-GAAP financial measure presented may be determined or calculated differently by other companies.

We define “Adjusted EBITDA from continuing operations” as our net income (loss) from continuing operations calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and further adjusted to exclude certain items of a significant or unusual nature, including but not limited to foreign exchange gains or losses on cash, related party management fees, unrealized gains or losses on derivatives, gains or losses on the sale of businesses and non-current assets, restructuring, asset impairment and other related charges, operational process engineering-related consultancy costs, non-cash pension income or expense and strategic review and transaction-related costs.

We have included Adjusted EBITDA from continuing operations in this prospectus because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. Accordingly, we believe that Adjusted EBITDA from continuing operations provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, our chief operating decision maker uses Adjusted EBITDA as the segment measure of performance for each of our reportable segments.

 

40


The following table presents a reconciliation of net income (loss) from continuing operations, the most directly comparable GAAP financial measure, to Adjusted EBITDA from continuing operations for each of the periods indicated:

 

    Pro Forma     Pro Forma – adjusted for the
GPC Separation
 
    Six months
ended
June 30,
    Year ended
December 31,
    Six months
ended
June 30,
    Year ended
December 31,
 
    2020     2019     2019     2020     2019     2019     2018     2017  
    (In millions)  

Net income (loss) from continuing operations (GAAP)

  $ 236     $ 16     $ (93   $ 148     $ (65   $ (240   $ 64     $ 284  

Income tax expense (benefit)

    (140     43       132       (170     16       84       (20     (290

Interest expense, net

    74       123       245       188       228       433       414       478  

Depreciation and amortization

    141       131       273       141       131       273       271       277  

Goodwill impairment charges(a)

    —         —         16       —         —         16       —         —    

Restructuring, asset impairment and other related charges(b)

    4       6       46       4       6       46       18       90  

Loss (gain) on sale of businesses and non-current assets(c)

    —         11       22       —         11       22       18       28  

Non-cash pension (income) expense(d)

    (37     (2     6       (37     (2     6       (51     1  

Operational process engineering-related consultancy costs(e)

    9       13       27       9       13       27       14       12  

Related party management fee(f)

    —         —         —         5       5       10       11       11  

Strategic review and transaction-related costs(g)

    16       3       10       15       1       7       —         —    

Unrealized (gains) losses on derivatives(h)

    (2     (7     (4     (2     (7     (4     8       3  

Foreign exchange (gains) losses on cash(i)

    (28     —         8       (28     —         8       (11     2  

Other

    (1     4       3       (1     4       3       1       (4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA from continuing operations (Non-GAAP)

  $ 272     $ 341     $ 691     $ 272     $ 341     $ 691     $ 737     $ 892  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Reflects goodwill impairment charges in respect of our closures operations in 2019, including dis-synergies associated with the sale of the North American and Japanese closures businesses in December 2019. For further information, refer to Note 4—Impairment, Restructuring and Other Related Charges in our annual consolidated financial statements and Note 4—Impairment, Restructuring and Other Related Charges in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

(b)

Reflects asset impairment, restructuring and other related charges primarily associated with the remaining closures businesses that are not reported within discontinued operations. For further information, refer to Note 4—Impairment, Restructuring and Other Related Charges in our annual consolidated financial statements and Note 4—Impairment, Restructuring and Other Related Charges in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

(c)

Reflects the loss from the sale of businesses and non-current assets, primarily in our Other segment. For further information, refer to Note 13—Other Expense, Net in our annual consolidated financial statements and Note 12—Other Income (Expense), Net in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

(d)

Reflects the non-cash pension (income) expense related to our RGPP. For further information, refer to Note 12—Employee Benefits in our annual consolidated financial statements and Note 11—Employee Benefits in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

(e)

Reflects the costs incurred to evaluate and improve the efficiencies of our manufacturing and distribution operations.

(f)

Reflects the related party management fee charged by Rank to us. For further information, refer to Note 18—Related Party Transactions in our annual consolidated financial statements and Note 17—Related Party Transactions in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus. Following the closing of this offering, we will no longer be charged the related party management fee.

(g)

Reflects costs incurred for strategic reviews of our businesses, as well as costs related to this offering that cannot be offset against the expected proceeds of this offering.

(h)

Reflects the mark-to-market movements in our commodity and foreign exchange derivatives. For further information, refer to Note 11—Financial Instruments in our annual consolidated financial statements and Note 10—Financial Instruments in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

(i)

Reflects foreign exchange (gains) losses on cash, primarily on U.S. dollar amounts held in non-U.S. dollar functional currency entities.

 

41


RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks and all of the other information set forth in this prospectus before deciding to invest in shares of our common stock. If any of the following risks actually occurs, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment. The risks discussed below are not the only risks we face. Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also have a material adverse effect on our business, financial condition, prospects, results of operations or cash flows. We cannot assure you that any of the events discussed in the risk factors below will not occur.

Risks Relating to Our Business and Industry

Our business is impacted by fluctuations in raw material, energy and freight costs, including the impact of tariffs, trade and similar matters.

Fluctuations in raw material costs can adversely affect our business, financial condition and results of operations. Raw material costs represent a significant portion of our cost of sales. The primary raw materials used in our products are plastic resins (principally polylactic acid, polyvinyl chloride, polypropylene, polyethylene, polystyrene and polyethylene terephthalate), aluminum, fiber (principally recycled newsprint, raw wood and wood chips) and paperboard (principally cartonboard and cupstock).

The prices of many of our raw materials have fluctuated significantly in recent years. Raw material price fluctuations are generally due to movements in commodity market prices although some raw materials, such as wood, may be affected by local market conditions (including weather) as well as the commodity market. We typically do not enter into long-term purchase contracts that provide for fixed prices for our principal raw materials. While we regularly enter into hedging agreements for some of our raw materials and energy sources, such as resin (or components thereof), natural gas and diesel, to minimize the impact of such fluctuations, these hedging agreements do not cover all of our needs, and hedging may reduce the positive impact we may otherwise receive when raw material prices decline.

In addition, over the last several years, there has been a trend toward consolidation among suppliers of many of our principal raw materials, and we expect that this trend will continue. Consolidation among our key suppliers could enhance their ability to increase prices, forcing us to pay more for such raw materials. We may be unable to pass on such cost increases to customers which could result in lower margins or lost sales.

Although many of our customer pricing agreements include raw material cost pass-through mechanisms, which mitigate the impact of changes in raw material costs, the contractual price changes do not occur simultaneously with raw material price changes. Due to differences in timing between purchases of raw materials and sales to customers, there is often a “lead-lag” effect during which margins are negatively impacted in periods of rising raw material costs and positively impacted in periods of falling raw material costs. Moreover, many of our sales are not covered by such pass-through mechanisms, and while we also use price increases, whenever possible, to mitigate the effect of raw material cost increases for customers that are not subject to raw material cost pass-through agreements, we often are not able to pass on cost increases to our customers on a timely basis, if at all, and consequently do not always recover the lost margin resulting from the cost increases. Additionally, an increase in the selling prices for the products we produce resulting from a pass-through of increased raw material costs or freight costs could have an adverse impact on the volume of units we sell.

In addition to our dependence on primary raw materials, we are also dependent on different sources of energy for our operations, such as coal, fuel oil, electricity and natural gas. For example, Beverage Merchandising is susceptible to price fluctuations in natural gas as it incurs significant natural gas costs to convert raw wood and wood chips to liquid packaging board. In addition, if some of our large energy contracts

 

42


were to be terminated for any reason or not renewed upon expiration, or if market conditions were to substantially change resulting in a significant increase in the price of coal, fuel oil, electricity and/or natural gas, we may not be able to find alternative, comparable suppliers or suppliers capable of providing coal, fuel oil, electricity and/or natural gas on terms or in amounts satisfactory to us. As a result of any of these events, our business, financial condition and operating results may suffer.

We are also dependent on third parties for the transportation of both our raw materials and other products that we purchase for our operations and the products that we sell to our customers. In certain jurisdictions, we are exposed to import duties and freight costs, the latter of which is influenced by carrier availability and the fluctuating costs of oil and other transportation costs.

The cost of raw materials and other goods and services required to operate our business are also impacted by governmental actions, such as tariffs and trade sanctions. For example, the recent imposition by the U.S. government of tariffs on products imported from certain countries and trade sanctions against certain countries have introduced greater uncertainty with respect to U.S. trade policies, which have impacted the cost of certain raw materials, including aluminum and resin, and other goods and services required to operate our business. Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, could have a material adverse effect on our business, financial condition and results of operations.

We operate in highly competitive markets.

We operate in highly competitive markets. The following companies, among others, compete with us: Dart Container Corporation, Huhtamäki Oyj, Berry Global Group, Inc., Genpak LLC, Sonoco, Paper Excellence Group, Stora Enso Oyj, Amcor plc, Sealed Air Corporation, Silgan Holdings, SIG Combibloc and Elopak. Some of our competitors have significantly higher market shares in select product lines than we do globally or in the geographic markets in which we compete. Some of our competitors offer a more specialized variety of materials and concepts in select product lines and may serve more geographic regions through various distribution channels. Some of our competitors may have lower costs or greater financial and other resources than we do and may be less adversely affected than we are by price declines or by increases in raw material costs or otherwise may be better able to withstand adverse economic or market conditions.

In addition to existing competitors, we also face the threat of competition from new entrants to our markets. To the extent there are new entrants, increasing or even maintaining our market shares or margins may be more difficult. In addition to other suppliers of similar products, our business also faces competition from products made from other substrates. The prices that we can charge for our products are therefore constrained by the availability and cost of substitutes.

In addition, we are subject to the risk that local competitors following lower social responsibility standards may enter the market with lower compliance, labor and other costs than ours, and we may not be able to compete with such companies for the most price-conscious customers.

The combination of these market influences has created a competitive environment in which product pricing (including volume rebates and other items impacting net pricing), quality and service are key competitive factors. Our customers continuously evaluate their suppliers, often resulting in downward pricing pressure and increased pressure to continuously introduce and commercialize innovative new products, improve quality and customer service and maintain strong relationships with our customers. We may lose customers in the future, which would adversely affect our business and results of operations. These competitive pressures could result in reduced net revenues and profitability and limit our ability to recover cost increases through price increases and, unless we are able to control our operating costs, our gross margin may be adversely affected.

 

43


Our business could be harmed by changes in consumer lifestyle, eating habits, nutritional preferences and health-related and environmental or sustainability concerns.

Many of our products are used by consumers in connection with food or beverage products. Any reduction in consumer demand for those products as a result of lifestyle, environmental, nutritional or health considerations could have a significant impact on our customers and, as a result, on our financial condition and results of operations. This includes the demand for the products that we make, as well as demand for our customer’s products. For example, certain of our products are used for dairy and fresh juice. Sales of those products have generally declined over recent years, requiring us to find new markets for our products. Additionally, there is increasing concern about the environmental impact of the manufacturing, shipping and/or use of single-use food packaging and foodservice products. For instance, some U.S. municipalities and states and certain other countries have proposed or enacted legislation prohibiting or restricting the sale and use of certain foodservice products and requiring them to be replaced with recyclable or compostable alternatives. Product stewardship and resource sustainability concerns, including the recycling of products and product packaging and restrictions on the use of potentially harmful materials in products, have received increased attention in recent years and are likely to play an increasing role in brand management and consumer purchasing decisions. In addition, changes in consumer lifestyle may result in decreasing demand for certain of our products. Our financial position and results of operations might be adversely affected to the extent that such environmental or sustainability concerns, prohibitions or restrictions on disposable packaging and products or changes in consumer lifestyle reduce demand for our products.

If we fail to maintain satisfactory relationships with our major customers, our results of operations could be adversely affected.

Many of our customers are large and possess significant market leverage, which results in significant downward pricing pressure and often constrains our ability to pass through price increases. We sell the majority of our products under multi-year agreements with customers, although some of these agreements may be terminated at the convenience of the customer on short notice; the balance of our products are sold on a purchase order basis without any commitment from the customers to purchase any quantity of products in the future. If our major customers reduce purchasing volumes or stop purchasing our products, our business and results of operations would likely be adversely affected. It is possible that we will lose customers in the future, which may adversely affect our business and results of operations.

Over the last several years, there has been a trend toward consolidation among our customers in the food and beverage industry and in the retail and foodservice industries, and we expect that this trend will continue. Consolidation among our customers could increase their ability to apply price pressure, and thereby force us to reduce our selling prices or lose sales, which would impact our results of operations. Following a consolidation, our customers in the food and beverage industry may also close production facilities or switch suppliers, while our customers in the retail industry may close stores, reduce inventory or switch suppliers of consumer products. Any of these actions could adversely impact the sales of our products.

In fiscal year 2019, our top ten customers accounted for 37% of our pro forma net revenues. The loss of any of our significant customers could have a material adverse effect on our business, financial condition and results of operations.

Loss of any of our key manufacturing equipment or facilities or equipment failure could have an adverse effect on our financial condition or results of operations.

While we manufacture most of our products in a number of diversified facilities, a loss of the use of all or a portion of any of our key manufacturing facilities due to an accident, labor issues, weather conditions, pandemics, terrorism, natural disaster or otherwise, could have a material adverse effect on our financial condition or results of operations. Certain of our products are produced at only one or at a small number of

 

44


facilities, increasing the risks associated with a loss of use of such facilities. Facilities may from time to time be impacted by adverse weather and other natural events, and the prolonged loss of a key manufacturing facility due to such events could have a material adverse effect on our business. In addition, certain of our equipment requires significant effort to maintain and repair, and prolonged down-time due to key equipment failure or loss could have a material adverse effect on our business.

We depend on a small number of suppliers for our raw materials and any interruption in our supply of raw materials would harm our business and financial performance.

Some of our key raw materials are sourced from a single supplier or a relatively small number of suppliers. As a consequence, we are dependent on these suppliers for an uninterrupted supply of our key raw materials. Such supply could be disrupted for a wide variety of reasons, many of which are beyond our control. We have written contracts with some but not all of our key suppliers, and many of our written contracts can be terminated on short notice or include force majeure clauses that would excuse the supplier’s failure to supply in certain circumstances. An interruption in the supply of raw materials for an extended period of time could have an adverse impact on our business and results of operations.

The COVID-19 pandemic and associated responses could adversely impact our business and results of operations.

The COVID-19 pandemic has significantly impacted economic activity and markets throughout the world. In response, governmental authorities have implemented numerous measures in an attempt to contain the virus, such as travel bans and restrictions, quarantines, “stay-at-home” orders and business shutdowns. The pandemic and the measures instituted by governmental authorities and associated responses to the COVID-19 pandemic could adversely impact our business and results of operations in a number of ways, including but not limited to:

 

   

impacts on our operations, including total or partial shutdowns of one or more of our manufacturing, warehousing or distribution facilities, including but not limited to, as a result of illness, government restrictions or other workforce disruptions;

 

   

the failure of third parties on which we rely, including but not limited to those that supply our raw materials and other necessary operating materials, co-manufacturers and independent contractors, to meet their obligations to us, or significant disruptions in their ability to do so;

 

   

a strain on our supply chain, which could result from continued increased retailer and consumer demand for our products;

 

   

a disruption to our distribution capabilities or to our distribution channels, including those of our suppliers, manufacturers, logistics service providers or distributors;

 

   

new or escalated government or regulatory responses in markets in which we manufacture, sell or distribute our products, or in the markets of third parties on which we rely, which could prevent or disrupt our business operations;

 

   

higher employee compensation costs, as well as incremental costs associated with newly added health screenings, temperature checks and enhanced cleaning and sanitation protocols to protect our employees;

 

   

significant reductions or volatility in demand for one or more of our products, which may be caused by, among other things: lower customer demand as a result of the temporary inability of consumers to purchase items that use our products due to illness, quarantine or other travel restrictions, or financial hardship; customers modifying their inventory, fulfillment or shipping practices; governmental restrictions and business closings; or pantry-loading activity or other changes in buying patterns;

 

   

a disruption or delay in executing our strategic capital initiatives, including mill operational improvement programs, due to travel restrictions and / or health and safety concerns limiting access to our sites;

 

   

local, regional, national or international economic slowdowns; and

 

   

volatility in the net liability for our pension plans, with the value of plan assets and liabilities impacted by changes in financial markets.

 

45


The ultimate impact depends on the severity and duration of the current COVID-19 pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict. Any of these disruptions could adversely impact our business and results of operations. In addition, these and other impacts of the COVID-19 pandemic could have the effect of heightening many of the other risk factors disclosed in this prospectus.

We are subject to governmental regulation and we may incur material liabilities under, or costs in order to comply with, existing or future laws and regulations.

Many of our products come into contact with food and beverages, and the manufacture, packaging, labeling, storage, distribution, advertising and sale of such products are subject to various laws designed to protect human health and the environment. For example, in the United States, many of our products are regulated by the Food and Drug Administration (including applicable current good manufacturing practice regulations), and our product claims and advertising are regulated by the Federal Trade Commission. Most states have agencies that regulate in parallel to these federal agencies. Liabilities under, and/or costs of compliance, and the impact on us of any non-compliance with any such laws and regulations could materially and adversely affect our business, financial condition and results of operations. In addition, changes in the laws and regulations which we are subject to could impose significant limitations and require changes to our business, which in turn may increase our compliance expenses, make our business more costly and less efficient to conduct and compromise our growth strategy.

We are subject to increasingly stringent environmental, health and safety laws, regulations and permits, and we could incur significant costs in complying with, or liabilities and obligations related to, such laws, regulations and permits.

We are subject to various federal, state/provincial, local and international environmental, health and safety laws, regulations and permits, which have tended to become more stringent over time. Among other things, these laws and regulations govern the emission or discharge of materials into the environment (including air, water or ground), the use, storage, treatment, disposal, management and releases of, and exposure to, hazardous substances and wastes, the health and safety of our employees and the end-users of our products, protection of wildlife and endangered species, wood harvesting and the materials used in and the recycling of our products. Violations of these laws and regulations or of any conditions contained in any environmental permit can result in substantial fines or penalties, injunctive relief, requirements to install pollution or other controls or equipment, civil and criminal sanctions, permit revocations and/or facility shutdowns. Moreover, we may be directly impacted by the risks and costs to us, our customers and our vendors of the effects of climate change, greenhouse gases, and the availability of energy and water resources. These risks include the potentially adverse impact on forestlands, which are a key resource in the production of some of our products, increased product costs and a change in the types of products that customers purchase. We also face risks arising from the increased public focus, including by governmental and nongovernmental organizations, on these and other environmental sustainability matters, such as packaging and waste, deforestation, and land use.

We are and have been involved in the remediation of current, former and third party sites, and could be held jointly and severally liable for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances and wastes at any site we have ever owned, leased, operated or used as a treatment or disposal site, including releases by prior owners or operators of sites we currently own or operate. We could also be subject to third-party claims for property or natural resource damage, personal injury or nuisance or otherwise as a result of violations of or liabilities under environmental laws, regulations and permits or in connection with releases of hazardous or other substances or wastes. In addition, changes in, or new interpretations of, existing laws, regulations, permits or enforcement policies, the discovery of previously unknown contamination, or the imposition of other environmental, health and safety liabilities or obligations in the future, including additional investigation or other obligations with respect to any potential health hazards of our products or business activities or the imposition of new permit requirements, may lead to additional

 

46


compliance or other costs that could have a material adverse effect on our business, financial condition or results of operations.

Moreover, as environmental issues, such as climate change, have become more prevalent, federal, state and local governments, as well as foreign governments, have responded, and are expected to continue to respond, with increased legislation and regulation, which could negatively affect us. For example, the United States Environmental Protection Agency is regulating certain greenhouse gas emissions under existing laws such as the Clean Air Act, and various countries have adopted the Paris Agreement, which aims to keep global temperature rise to well below 2 degrees Celsius using various national pledges to reduce greenhouse gas emissions. These and other international, foreign, federal, regional and state climate change initiatives may cause us to incur additional direct costs in complying with new environmental legislation or regulations, such as costs to upgrade or replace equipment, as well as increased indirect costs resulting from our suppliers, customers or both incurring additional compliance costs that could get passed through to us or impact product demand.

Government regulations and judicial decisions affecting products we produce or the products contained in the products we produce could significantly reduce demand for our products.

A number of governmental authorities, both in the United States and abroad, have considered, and are expected to consider, legislation aimed at reducing the amount of materials incapable of being recycled or composted. Programs have included, for example, banning or restricting certain types of products, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on single-use items (often plastic) and requiring retailers or manufacturers to take back packaging used for their products. Such legislation, as well as voluntary initiatives similarly aimed at reducing the level of single-use packaging waste, could reduce demand for our products. Some consumer products companies, including some of our customers, have responded to these governmental initiatives and to perceived environmental or sustainability concerns of consumers by using only recyclable or compostable containers.

In addition, changes to health and food safety regulations could increase costs and may also have a material adverse effect on our net revenues if, as a result, the public’s attitude towards our products or the end-products for which we provide packaging is substantially affected.

We are subject to the Foreign Corrupt Practices Act of 1977 and other similar anti-corruption, anti-bribery and anti-kickback laws and regulations, and any noncompliance with those laws or regulations by us or others acting on our behalf could have a material adverse effect on our business, financial condition and results of operations.

The Foreign Corrupt Practices Act of 1977 (the “FCPA”) and other similar anti-corruption and anti-bribery laws and regulations in other jurisdictions generally prohibit companies and their intermediaries from offering or providing improper things of value to foreign officials for the purpose of obtaining or retaining business or securing regulatory benefits. Under the FCPA and similar anti-corruption laws, we may become liable for the actions of employees, officers, directors, agents, representatives, consultants, or other intermediaries, or our strategic or local partners, including those over whom we may have little actual control. We are continuously engaged in transacting business, including in new locations, around the world. Because we will maintain and intend to grow our international sales and operations, we have contacts with foreign public officials, and therefore potential exposure to liability under laws such as the FCPA.

If we are found liable for violations of the FCPA or other similar anti-corruption, anti-bribery or anti-kickback laws or regulations, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could suffer criminal or civil fines or penalties or other repercussions, including reputational harm, which could have a material adverse effect on our business, financial condition and results of operations.

 

47


In August 2020, we identified practices in our Evergreen Packaging Shanghai business (“EPS”), which is part of our Beverage Merchandising segment, that involve acts potentially in violation of the FCPA. While our investigation into these practices (which is being conducted by external counsel, accountants, and other advisors) is not complete, we believe we have identified the occasional giving of gift cards representing relatively minor monetary values to government regulators in the People’s Republic of China (“PRC”), and/or employees of one or more state-owned enterprises in the PRC, over the course of several years. In addition, it is possible that EPS potentially violated the FCPA by engaging external consultants to interact with government regulators in the PRC to avoid potential adverse action by those regulators. The amounts involved in each scenario are immaterial, individually and in the aggregate, and we have initiated procedures to remediate such practices, including discontinuing the giving of gift cards and the engagement of any such consultants. We have also voluntarily self-reported these matters to the U.S. Department of Justice and U.S. Securities and Exchange Commission. We intend to fully cooperate with these U.S. government agencies, with the assistance of legal counsel. While we are not aware of any other acts at EPS which could be a violation of the FCPA or other similar laws, our investigation is ongoing and there can be no assurance that other violations have not been made. We are unable at this time to predict when our or the government agencies’ review of these matters will be completed or what regulatory or other consequences may result from these matters.

We may not be able to achieve some or all of the benefits that we expect to achieve from our capital investment, restructuring and other cost savings programs.

We regularly review our business to identify opportunities to reduce our costs. When we identify such opportunities, we may develop a capital investment, restructuring or other cost savings program to attempt to capture those savings, such as our strategic capital investment program. We may not be able to realize some or all of the cost savings we expect to achieve in the future as a result of our capital investment, restructuring and other cost savings programs in the time frame we anticipate. A variety of factors could cause us not to realize some of the expected cost savings, including, among others, delays in the anticipated timing of activities related to our cost savings programs, lack of sustainability in cost savings over time, unexpected costs associated with implementing the programs or operating our business, and lack of ability to eliminate duplicative back office overhead and redundant selling, general and administrative functions, obtain procurement related savings, rationalize our distribution and warehousing networks, rationalize manufacturing capacity and shift production to more economical facilities and avoid labor disruptions in connection with any integration, particularly in connection with any headcount reduction.

We are affected by seasonality and cyclicality.

Demand for certain of our products is moderately seasonal. Our Foodservice and Food Merchandising operations peak during the summer and fall months in North America when the favorable weather, harvest and holiday season lead to increased consumption, resulting in greater levels of sales in the second and third quarters. Beverage Merchandising’s customers are principally engaged in providing products that are generally less

sensitive to seasonal effects, although Beverage Merchandising does experience some seasonality as a result of increased consumption of milk by school children during the North American academic year, resulting in a greater level of carton product sales in the first and fourth quarters. In addition, the market for some of our products can be cyclical and sensitive to changes in general business conditions, industry capacity, consumer preferences and other factors. We have no control over these factors and they can significantly influence our financial performance.

Loss of our key management and other personnel, or an inability to attract new management and other personnel, could impact our business.

We depend on our senior executive officers and other key personnel to operate our business and on our in-house technical experts to develop new products and technologies and to service our customers. The loss of any of these officers or other key personnel could adversely affect our operations. Competition is intense for qualified employees among companies that rely heavily on engineering and technology, and the loss of qualified employees or an inability to attract, retain and motivate additional highly skilled employees required for the

 

48


operation and expansion of our business could hinder our ability to successfully conduct research and development activities or develop and support marketable products.

Uncertain global economic conditions could have an adverse effect on our business and financial performance.

General economic downturns in our key geographic regions and globally can adversely affect our business operations, demand for our products and our financial results. The current global economic challenges, including relatively high levels of unemployment in certain areas in which we operate, low economic growth and difficulties associated with managing rising debt levels and related economic volatility in certain economies, could put pressure on the global economy and our business. When challenging economic conditions exist, our customers may delay, decrease or cancel purchases from us, and may also delay payment or fail to pay us altogether. Suppliers may have difficulty filling our orders and distributors may have difficulty getting our products to customers, which may affect our ability to meet customer demands, and result in a loss of business. Weakened global economic conditions may also result in unfavorable changes in our product prices and product mix and lower profit margins. All of these factors could have a material adverse effect on demand for our products, our cash flow, financial condition and results of operations.

Supply of faulty or contaminated products could harm our reputation and business.

Although we have control measures and systems in place to ensure the maximum safety and quality of our products is maintained, the consequences of not being able to do so, due to accidental or malicious raw material contamination, or due to supply chain contamination caused by human error or faulty equipment, could be severe. Such consequences may include adverse effects on consumer health, reputation, loss of customers and market share, financial costs or loss of revenue. If any of our products are found to be defective, we could be required to recall such products, which could result in adverse publicity, significant expenses and a disruption in sales and could affect our reputation and that of our products. Although we maintain product liability insurance coverage, potential product liability claims may exceed the amount of insurance coverage or potential product liability claims may be excluded under the terms of the policy. In addition, if any of our competitors or customers supply faulty or contaminated products to the market, or if manufacturers of the end-products that utilize our products produce faulty or contaminated products, our industry, or our end-products’ industries, could be negatively impacted, which could have adverse effects on our business.

The widespread use of social media and networking sites by consumers has greatly increased the speed and accessibility of information dissemination. Negative publicity, posts or comments on social media or networking sites about us, whether accurate or inaccurate, or disclosure of non-public sensitive information about us, could be widely disseminated through the use of social media. Such events, if they were to occur, could harm our image and adversely affect our business, as well as require resources to rebuild our reputation.

Currency exchange rate fluctuations could adversely affect our results of operations.

Our business is exposed to fluctuations in exchange rates. Although our reporting currency is U.S. dollars, we operate in multiple countries and transact in a range of currencies in addition to U.S. dollars. In addition, we are exposed to exchange rate risk as a result of sales, purchases, assets and borrowings (including intercompany borrowings) that are denominated in currencies other than the functional currency of the respective entities. Where possible, we try to minimize the impact of exchange rate fluctuations by transacting in local currencies so as to create natural hedges. There can be no assurance that we will be successful in protecting against these risks. Under certain circumstances in which we are unable to naturally offset our exposure to these currency risks, we may enter into derivative transactions to reduce such exposures. Nevertheless, exchange rate fluctuations may either increase or decrease our net revenues and expenses as reported in U.S. dollars. Given the volatility of exchange rates, we may not be able to manage our currency transaction risks effectively, and volatility in currency exchange rates may materially adversely affect our financial condition or results of operations.

 

49


The global scope of our operations and our corporate and financing structure may expose us to potentially adverse tax consequences.

We are subject to taxation in, and subject to the tax laws and regulations of, multiple jurisdictions as a result of the global scope of our operations and our corporate and financing structure. We are also subject to intercompany pricing laws, including those relating to the flow of funds between our companies pursuant to, for example, purchase agreements, licensing agreements or other arrangements. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation of these laws or regulations in any applicable jurisdiction, could have a material adverse effect on our business, financial condition and results of operations. In addition, the tax authorities in any applicable jurisdiction, including the United States, may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness. If any applicable tax authorities, including the U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of our transactions, it could result in the disallowance of deductions, the imposition of withholding taxes on internal deemed transfers or other consequences that could have a material adverse effect on our business, financial condition and results of operations.

We may not be successful in obtaining, maintaining and enforcing our intellectual property rights, including our unpatented proprietary knowledge and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others.

In addition to relying on the patent, copyright and trademark rights granted under the laws of the United States and other jurisdictions, we rely on unpatented proprietary knowledge and trade secrets and employ various methods, including confidentiality agreements with employees and third parties, to protect our knowledge and trade secrets. However, these precautions and our patents, copyrights and trademarks may not afford complete protection against infringement, misappropriation or other violation of our rights by third parties, and there can be no assurance that others will not independently develop the knowledge protected by our trade secrets or develop products that compete with ours despite not infringing, misusing or otherwise violating our intellectual property rights. Patent, copyright and trademark rights are territorial; thus, the protection they provide will only extend to those countries in which we have been issued patents and have registered trademarks or copyrights. Even so, the laws of certain countries do not protect our intellectual property rights to the same extent as do the laws of the United States.

We believe that we have sufficient intellectual property rights to allow us to conduct our business without incurring liability to third parties. However, we or our products may nonetheless infringe on the intellectual property rights of third parties, or we may determine in the future that we require a license or other rights to intellectual property rights held by third parties. Such a license or other rights may not be available to us on commercially reasonable terms or at all, in which case we may be prevented from using, providing or

manufacturing certain products, services or brands as we see fit. In addition, we may be subject to claims asserting infringement, misappropriation or other violation of third parties’ intellectual property rights seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our products or other aspects of our business. If we are found to have infringed, misused or otherwise violated the intellectual property rights of others, we could be forced to pay damages, cease use of such intellectual property rights or, if we are given the opportunity to continue to use the intellectual property rights of others, we could be required to pay a substantial amount for continued use of those rights. Even if we are not found to infringe, misappropriate, or otherwise violate a third party’s intellectual property rights, we could incur material expense to defend against such claims and we could incur significant costs associated with discontinuing to use, provide or manufacture certain products, services or brands, and such defense could be protracted and costly regardless of its outcome. Any of the foregoing could have a material adverse effect on our business and results of operations.

Furthermore, we cannot be certain that the intellectual property rights we do obtain and rely on will not be challenged or invalidated in the future. In the event of such a challenge, we could incur significant costs to

 

50


defend our rights, even if we are ultimately successful. We also may not be able to prevent current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating trade secrets or other proprietary information. It is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Infringement of our intellectual property rights may adversely affect our results of operations and make it more difficult for us to establish a strong market position in countries which may not afford adequate protection of intellectual property rights. Furthermore, others may develop technologies that are similar or superior to our technologies, duplicate our technologies or design around our patents, and steps taken by us to protect our technologies may not prevent infringement or misappropriation of such technologies. Additionally, we have licensed, and may license in the future, patents, trademarks, copyrights, trade secrets and other intellectual property rights to third parties. While we attempt to ensure that our intellectual property rights are protected when entering into business relationships, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property rights or reputation. If necessary, we also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property rights. Any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of its outcome.

If we are unable to develop new products or stay abreast of changing technology in our industry, our profits may decline.

We operate in mature markets that are subject to high levels of competition. Our future performance and growth depends on innovation and our ability to successfully develop or license capabilities to introduce new products and product innovations or enter into or expand into adjacent product categories, sales channels or countries. Our ability to quickly innovate in order to adapt our products to meet changing customer demands is essential, especially in light of eCommerce and direct-to-consumer channels significantly reducing the barriers for even small competitors to quickly introduce new products directly to customers. The development and introduction of new products require substantial and effective research and development and demand creation expenditures, which we may be unable to recoup if the new products do not gain widespread market acceptance.

In addition, effective and integrated systems are required for us to gather and use consumer data and information to successfully market our products. New product development and marketing efforts, including efforts to enter markets or product categories in which we have limited or no prior experience, have inherent risks, including product development or launch delays. These could result in us not being the first to market and the failure of new products to achieve anticipated levels of market acceptance. If product introductions or new or expanded adjacencies are not successful, costs associated with these efforts may not be fully recouped and our results of operations could be adversely affected. In addition, if sales generated by new products cause a decline in sales of our existing products, our financial condition and results of operations could be materially adversely affected. Even if we are successful in increasing market share within particular product categories, a decline in

the markets for such product categories could have a negative impact on our financial results. In addition, in the future, our growth strategy may include expanding our international operations, which could be subject to foreign market risks, including, among others, foreign currency fluctuations, economic or political instability and the imposition of tariffs and trade restrictions, which could adversely affect our financial results.

Our business is subject to frequent and sometimes significant changes in technology, and if we fail to anticipate or respond adequately to such changes, or do not have sufficient capital to invest in these developments, our profits may decline. Our future financial performance will depend in part upon our ability to develop new products and to implement and utilize technology successfully to improve our business operations. We cannot predict all the effects of future technological changes. The cost of implementing new technologies could be significant, and our ability to potentially finance these technological developments may be adversely affected by our debt servicing requirements or our inability to obtain the financing we require to develop or acquire competing technologies.

 

51


We face risks associated with certain pension obligations.

We have pension plans that cover many of our employees, former employees and employees of formerly affiliated businesses. Certain of these pension plans are defined benefit pension plans pursuant to which the participants receive defined payment amounts regardless of the value or investment performance of the assets held by such plans. Deterioration in the value of plan assets, including equity and debt securities, resulting from a general financial downturn or otherwise, or a change in the interest rate used to discount the projected benefit obligations, could cause an increase in the underfunded status of our defined benefit pension plans, thereby increasing our obligation to make contributions to the plans, which in turn would reduce the cash available for our business.

Our largest pension plan is the RGPP, of which Pactiv became the sponsor when Pactiv Corporation (now Pactiv LLC, our subsidiary) was spun-off from Tenneco Inc. in 1999. This plan covers certain of our employees as well as employees (or their beneficiaries) of certain companies previously owned by Tenneco Inc. but not owned by us. As a result, while persons who have never been our employees do not currently accrue benefits under the plan, the total number of individuals/beneficiaries covered by this plan is much larger than if only our personnel were participants. For this reason, the impact of the pension plan on our net income and cash from operations is greater than the impact typically found at similarly sized companies. Changes in the following factors can have a disproportionate effect on our results of operations compared with similarly sized companies: (i) interest rate used to discount projected benefit obligations, (ii) governmental regulations related to funding of retirement plans, (iii) financial market performance, and (iv) revisions to mortality tables as a result of changes in life expectancy.

As of December 31, 2019, the RGPP was underfunded by approximately $654 million and subsequent adverse financial market performance has increased this deficit. During the six months ended June 30, 2020, the plan liability has increased by $211 million as a result of a decrease in the discount rate and the fair value of RGPP assets decreased by $92 million. We expect to make a $121 million contribution to the RGPP in 2020. Future contributions to our pension plans (including the RGPP) will be dependent on future plan asset returns and interest rates and are highly sensitive to changes. Such future contributions will reduce the cash otherwise available to operate our business and could have an adverse effect on our results of operations.

Our insurance may not adequately protect us against business and operating risks.

We maintain insurance for some, but not all, of the potential risks and liabilities associated with our business. For some risks, we may not obtain insurance if we believe the cost of available insurance is excessive in relation to the risks presented. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance policies are economically unavailable or available only for reduced amounts of coverage. For example, we are not fully insured against all

risks associated with pollution, contamination and other environmental incidents or impacts. Moreover, we may not be able to maintain adequate insurance in the future at rates we consider reasonable or to obtain or renew insurance against certain risks. We maintain a high deductible or self-insured retention on many of the risks that we do insure, and we would bear the cost or loss to the extent of the high deductible and self-insured retention. Any significant uninsured liability, or our high deductible or self-insured retention, may require us to pay substantial amounts which would adversely affect our cash position and results of operations.

We may be involved in a number of legal proceedings that could result in substantial liabilities for us.

We are involved in several legal proceedings. It is difficult to predict with certainty the cost of defense or the outcome of these proceedings and their impact on our business, including remedies or damage awards. The outcomes of these legal proceedings and other contingencies could require us to take or refrain from taking certain actions, which actions or inactions could adversely affect our operations or could require us to pay substantial amounts of money or restrict our operations. If liabilities or fines resulting from these proceedings are substantial or exceed our expectations, our business, financial condition or results of operations may be adversely affected.

 

52


We may pursue and execute acquisitions, which, if not successful, could adversely affect our business.

We may pursue acquisitions of product lines or businesses from third parties. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services and products of the acquired product lines or businesses, estimation and assumption of liabilities and contingencies, personnel turnover and the diversion of management’s attention from other business operations. We may be unable to successfully integrate and manage certain product lines or businesses that we may acquire in the future, or be unable to achieve anticipated benefits or cost savings from acquisitions in the time frame we anticipate, or at all.

Employee slowdowns, strikes and similar actions could have a material adverse effect on our business and operations.

As of December 31, 2019, approximately 33% of our employees were subject to collective bargaining agreements or are represented by work councils. The transportation and delivery of raw materials to our manufacturing facilities and of our products to our customers by workers that are members of labor unions is critical to our business. In many cases, before we take significant actions with respect to our production facilities, such as workforce reductions or closures, we must reach agreement with applicable labor unions and employee works councils. We may not be able to successfully negotiate any such agreements or new collective bargaining agreements on satisfactory terms in the future. The failure to maintain satisfactory relationships with our employees and their representatives, or prolonged labor disputes, slowdowns, strikes or similar actions, could have a material adverse effect on our business and results of operations.

Our hedging activities may result in significant losses and in period-to-period earnings volatility.

We regularly enter into hedging transactions to limit our exposure to raw material and energy price risks. Our commodity hedges are primarily related to resin, natural gas, ethylene, propylene, benzene, diesel and polyethylene. If our hedging strategies prove to be ineffective or if we fail to effectively monitor and manage our hedging activities, we could incur significant losses which could adversely affect our financial position and results of operations, and we could experience significant fluctuations in our earnings from period to period. Factors that could affect the impact and effectiveness of our hedging activities include the accuracy of our operational forecasts of raw material and energy needs and volatility of the commodities and raw materials pricing markets.

Goodwill, intangible assets and other long-lived assets are material components of our balance sheet and impairments of such balances, and future other impairment charges, could have a significant impact on our financial results.

We have recorded a significant amount of goodwill and other indefinite-lived intangible assets in our consolidated financial statements resulting from our acquisitions. We test the carrying value of goodwill and other indefinite-lived intangible assets for impairment at least annually and whenever events or circumstances indicate the carrying value may not be recoverable. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from future actual results of operations and cash flows. Any resulting impairment charge, although non-cash, could have a material adverse effect on our results of operations and financial position.

Our historical financial results also include other asset impairment charges. These charges have arisen from a variety of events including decisions to exit certain businesses and ceasing to use certain equipment prior to the end of its useful life. Future asset impairment charges could arise as a result of changes in our business strategy or changes in the intention to use certain assets. Any resulting impairment charge, although non-cash, could have a material adverse effect on our results of operations and financial position.

 

53


We have significant debt, which could adversely affect our financial condition and ability to operate our business.

Upon the closing of this offering and the use of the proceeds as described in “Use of Proceeds”, we expect to have approximately $4,031 million of outstanding indebtedness. For a description of this indebtedness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Our debt level and related debt service obligations:

 

   

require us to dedicate significant cash flow to the payment of principal of, and interest on, our debt, which will reduce the funds we have available for other purposes, including working capital, capital expenditures and general corporate purposes;

 

   

may limit our flexibility in planning for or reacting to changes in our business and market conditions or in funding our strategic growth plan;

 

   

impose on us financial and operational restrictions; and

 

   

expose us to interest rate risk on our debt obligations bearing interest at variable rates.

These restrictions could adversely affect our financial condition and limit our ability to successfully implement our growth strategy.

In addition, we may need additional financing to support our business and pursue our growth strategy, including for strategic acquisitions. Our ability to obtain additional financing, if and when required, will depend on investor demand, our operating performance, the condition of the capital markets and other factors. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and, in the case of equity and equity-linked securities, our existing stockholders may experience dilution.

Borrowings under our Credit Agreement are at variable rates of interest and we may incur additional variable interest rate indebtedness in the future. This exposes us to interest rate risk, and any interest rate swaps we enter into in order to reduce interest rate volatility may not fully mitigate our interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.

Certain of our long-term indebtedness bears interest at variable interest rates, primarily based on LIBOR, which may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to fluctuate or cause other unanticipated consequences.

The U.K. Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop encouraging or requiring banks to submit rates for the calculation of LIBOR after 2021. It is unclear whether LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. Similarly, it is not possible to predict whether LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates may become acceptable alternatives to LIBOR, or what effect these changes in views or alternatives may have on financial markets for LIBOR-linked financial instruments. If LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected or we may need to renegotiate the terms of our debt agreements that utilize LIBOR as a factor in determining the applicable interest rate to replace LIBOR with the new standard that is established, if any, or to otherwise agree with the trustees or agents under such facilities or instruments on a new means of calculating interest.

 

54


Breaches of our information systems security measures could disrupt our internal operations.

We depend on information technology for processing and distributing information in our business, including to and from our customers and suppliers. This information technology is subject to theft, damage or interruption from a variety of sources, including malicious computer viruses, security breaches, defects in design, natural disasters, terrorist attacks, power and/or telecommunication failures, employee malfeasance or human or technical errors. Additionally, we can be at risk if a customer’s or supplier’s information technology system is attacked or compromised. Cybersecurity incidents have increased in number and severity, and it is expected that these trends will continue. We have taken measures to protect our data and to protect our computer systems from attack but these measures may not prevent unauthorized access to our systems or theft of our data. If we or third parties with whom we do business were to fall victim to cyber-attacks or experience other cybersecurity incidents, such incidents could result in unauthorized access to, disclosure or loss of or damage to company, customer or other third party data; theft of confidential data including personal information and intellectual property; loss of access to critical data or systems; and other business delays or disruptions. If these events were to occur, we may incur substantial costs or suffer other consequences that negatively impact our operations and financial results.

We are subject to stringent privacy laws, information security policies and contractual obligations governing the use, processing, and cross-border transfer of personal information.

We receive, generate and store significant and increasing volumes of sensitive information, such as personally identifiable information. We face a number of risks relative to protecting this critical information, including loss of access risk, inappropriate use or disclosure, inappropriate modification, and the risk of our being unable to adequately monitor, audit and modify our controls over our critical information. This risk extends to the third-party vendors and subcontractors we use to manage this sensitive data.

We are subject to a variety of local, state, national and international laws, directives and regulations that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data in the different jurisdictions in which we operate. For example, California enacted the California Consumer Privacy Act (“CCPA”) which creates individual privacy rights for California consumers and increases the privacy and security obligations of entities handling certain personal data. The CCPA went into effect on January 1, 2020, and the California Attorney General may bring enforcement actions for violations beginning July 1, 2020. The CCPA has been amended from time to time, and it remains unclear what, if any, further modifications will be made to this legislation or how it will be interpreted. In addition to fines and penalties imposed upon violators, some state laws, including the CCPA, also afford private rights of action to individuals who believe their personal information has been misused. The interplay of federal and state laws may be subject to varying

interpretations by courts and government agencies, creating complex compliance issues for us and data we receive, use and share, potentially exposing us to additional expense, adverse publicity and liability. Legal requirements relating to the collection, storage, handling, and transfer of personal information and personal data continue to evolve and may result in ever-increasing public scrutiny and escalating levels of enforcement, sanctions and increased costs of compliance.

Compliance with applicable data protection laws and regulations could also require us to change our business practices and compliance procedures in a manner adverse to our business. Penalties for violations of these laws vary, but can be substantial. Moreover, complying with these various laws could require us to take on more onerous obligations in our contracts, restrict our ability to collect, use and disclose data, or in some cases, impact our ability to operate in certain jurisdictions. In addition, we rely on third party vendors to collect, process and store data on our behalf and we cannot guarantee that such vendors are in compliance with all applicable data protection laws and regulations. Our or our vendors’ failure to comply with applicable data protection laws and regulations could result in government enforcement actions (which could include civil or criminal penalties), private litigation and/or adverse publicity and could negatively affect our operating results and business. Claims that we have violated individuals’ privacy rights, failed to comply with data protection laws, or breached our

 

55


contractual obligations or privacy policies, even if we are not found liable, could be expensive and time consuming to defend, could result in adverse publicity and could have a material adverse effect on our business, financial condition and results of operations.

We have a history of net losses from continuing operations and may not achieve or maintain profitability in the future.

We have a history of significant net losses from continuing operations, including a net loss of $168 million for fiscal year 2019. We may not be able to achieve or maintain profitability for the current or any future fiscal year. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this prospectus, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. In addition, as a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. As a result, our operations may not achieve profitability in the future and, even if we do achieve profitability, we may not be able to maintain or increase it.

There is no assurance that the Concurrent Debt Transactions will be completed.

This offering is not contingent on the consummation of the Concurrent Debt Transactions. There is no assurance we will be able to consummate the Concurrent Debt Transactions on the terms described herein or at all. The proposed terms of the Concurrent Debt Transactions included in this prospectus are preliminary, are based on management estimates and may be changed based on market conditions and other considerations. If, for any reason, we are not able to complete the Concurrent Debt Transactions, our existing debt agreements will remain unchanged upon closing of this offering (other than the indenture governing the 2024 Notes which will be repaid in full using the net proceeds of this offering and cash on hand, as set forth under “Use of Proceeds”).

Risks Relating to Our Common Stock and this Offering

There may not be an active, liquid trading market for our common stock.

Prior to this offering, there has been no public market for shares of our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of a trading market on Nasdaq or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you purchase. The initial public offering price of our common stock was determined by negotiation between us and the underwriters and may not be indicative of prices that will prevail following the closing of this offering. The market price of shares of our common stock may decline below the initial public offering price, and you may not be able to resell your shares of our common stock at or above the initial public offering price.

We expect that our common stock price will fluctuate significantly, and you may not be able to resell your common stock at or above the initial public offering price.

The trading price of our common stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including those described above in “—Risks Relating to Our Business and Industry.” In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to resell your common stock at or above the initial public offering price, if at all. In addition to the factors described above in “—Risks

Relating to Our Business and Industry,” some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

 

   

market conditions in the broader stock market in general, or in our industry in particular;

 

   

actual or anticipated fluctuations in our quarterly financial and operating results;

 

   

introduction of new products and services by us or our competitors;

 

56


   

issuance of new or changes in securities analysts’ reports or recommendations;

 

   

our inability to meet the financial estimates of analysts who follow our company;

 

   

strategic actions by us or our competitors, such as acquisitions, restructurings, significant contracts, joint marketing relationships, joint ventures or capital commitments;

 

   

sales of large blocks of our common stock;

 

   

additions or departures of key personnel;

 

   

changes in accounting standards, policies, guidance, interpretations or principles;

 

   

perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;

 

   

the public reactions to our press releases, other public announcements and filings with the SEC;

 

   

any increased indebtedness we may incur in the future;

 

   

regulatory developments;

 

   

actions by institutional stockholders;

 

   

litigation and governmental investigations; and

 

   

economic and political conditions or events.

These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. The stock market in general has from time to time experienced extreme price and volume fluctuations, including in recent months. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

If securities or industry analysts do not publish research or reports about our business, or they publish inaccurate or unfavorable reports about our business, the price of our common stock and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares of common stock or change their opinion of our common stock, our common stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our common stock price or trading volume to decline.

Substantial future sales by the Hart Stockholders or others of our common stock, or the perception that such sales may occur, could depress the price of our common stock.

Following the closing of this offering, the Hart Stockholders will control a majority of the voting power of our outstanding common stock. Subject to the restrictions described in the paragraph below, future sales of the Hart Stockholders’ shares in the public market will be subject to the volume and other restrictions of Rule 144 under the Securities Act of 1933 (“Securities Act”) for so long as the Hart Stockholders are deemed to be our affiliate, unless the shares to be sold are registered with the SEC. We do not know whether or when the Hart Stockholders will sell shares of our common stock following this offering. The sale by the Hart Stockholders or others of a substantial number of shares of our common stock after this offering, or a perception that such sales could occur, could significantly reduce the market price of our common stock. Subject to the lock-up agreements

 

57


discussed below, we are not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or any substantially similar securities. The perception of a potential sell-down by the Hart Stockholders could depress the market price of our common stock and make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon the closing of this offering, except as otherwise described herein, all shares of common stock that are being offered hereby will be freely tradable without restriction, assuming they are not held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. In addition, we intend to grant registration rights to the Hart Stockholders, pursuant to which the Hart Stockholders will have the right to demand that we register common stock held by the Hart Stockholders under the Securities Act as well as the right to demand that we include any such common stock in any registration statement that we file with the SEC, subject to certain exceptions. See “Shares Eligible for Future Sale—Registration Rights.” Any common stock registered pursuant to the registration rights agreement described in “Certain Relationships and Related Party Transactions” will be freely tradable in the public market, subject to applicable lock-up periods, if any. In addition, in connection with this offering, we, our directors and our executive officers and the Hart Stockholders have each agreed, subject to certain exceptions, to be subject to a 180-day lock-up restriction. See “Shares Eligible for Future Sale—Lock-up Agreements.” Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. may waive these restrictions at their discretion. The market price of our common stock may decline significantly when this lock-up restriction lapses.

Investors purchasing common stock in this offering will experience immediate and substantial dilution as a result of this offering and any future equity issuances.

The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our common stock. Dilution is the difference between the initial public offering price per share of common stock and the pro forma net tangible book value per share of common stock after this offering. If you purchase shares of common stock in this offering, you will incur immediate and substantial dilution in the amount of $24.52 per share of common stock. In addition, if we issue additional equity securities in the future, including to our employees and directors under our equity incentive plan, investors purchasing shares of common stock in this offering will experience additional dilution. See “Dilution.”

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our amended and restated certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management as they will include provisions that:

 

   

require at least 662/3% of the votes that all of our stockholders would be entitled to cast in an annual election of directors in order to amend our amended and restated certificate of incorporation and bylaws from and after the date on which PFL and all other entities beneficially owned by Mr. Graeme Richard Hart or his estate, heirs, executor, administrator or other personal representative, or any of his immediate family members or any trust, fund or other entity which is controlled by his estate, heirs, any of his immediate family members or any of their respective affiliates (PFL and all of the foregoing, collectively, the “Hart Entities”) and any other transferee of all of the outstanding shares of common stock held at any time by the Hart Entities which are transferred other than pursuant to a widely distributed public sale (“Permitted Assigns”) beneficially own less than 50% of the outstanding shares of our common stock;

 

   

provide for a staggered board from and after the date on which the Hart Entities or Permitted Assigns beneficially own less than 50% of the outstanding shares of our common stock;

 

   

eliminate the ability of our stockholders to call special meetings of stockholders from and after the date on which the Hart Entities or Permitted Assigns beneficially own less than 50% of the outstanding shares of our common stock;

 

58


   

prohibit stockholder action by written consent, instead requiring stockholder actions to be taken solely at a duly convened meeting of our stockholders, from and after the date on which the Hart Entities or Permitted Assigns beneficially own less than 50% of the outstanding shares of our common stock;

 

   

permit our board of directors, without further action by our stockholders, to fix the rights, preferences, privileges and restrictions of preferred stock, the rights of which may be greater than the rights of our common stock;

 

   

restrict the forum for certain litigation against us to Delaware; and

 

   

establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. As a result, these provisions may adversely affect the market price and market for our common stock if they are viewed as limiting the liquidity of our stock. These provisions may also make it more difficult for a third party to acquire us in the future, and, as a result, our stockholders may be limited in their ability to obtain a premium for their shares of common stock. See “Description of Capital Stock.”

Furthermore, in connection with this offering, we will enter into a stockholders agreement with the Hart Stockholders. The stockholders agreement will provide the Hart Stockholders with the right to nominate a certain number of directors to our board of directors so long as the Hart Entities beneficially own at least 10% of the outstanding shares of our common stock. See “Certain Relationships and Related Party Transactions—Transactions to be Entered into in Connection with this Offering—Stockholders Agreement.”

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. Notwithstanding the foregoing, the exclusive forum provision will not apply to any claim to enforce any liability or duty created by the Securities and Exchange Act of 1934 (“Exchange Act”) or the Securities Act and for which the federal courts have exclusive jurisdiction. In addition, our amended and restated certificate of incorporation will also provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the federal forum provision.

The choice of forum provision and federal forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our federal forum provision. If the federal forum provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The federal forum provision may also impose additional litigation costs on stockholders who assert the provision is not enforceable or invalid.

 

59


Transformation into a listed public company will increase our costs and may disrupt the regular operations of our business.

Since 2006, we have operated as a privately owned company and we expect to incur additional legal, regulatory, finance, accounting, investor relations and other administrative expenses as a result of having publicly traded common stock. While we are currently in compliance with portions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including Sections 302 and 906 as it relates to our preparation of historical financial statements in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”), we will be required under the Sarbanes-Oxley Act, as well as rules adopted by the SEC and Nasdaq, to implement specified corporate governance practices that currently do not apply to us as a voluntary filer.

We are currently a voluntary filer and not subject to the periodic reporting requirements of the SEC. Historically, we have prepared and filed financial statements in accordance with IFRS to fulfil reporting requirements for certain of our borrowings. Upon the closing of this offering, we will become obligated to file with the SEC annual and quarterly information and other reports. We will also be required to ensure that we have the ability to prepare financial statements, in accordance with GAAP, on a timely basis that fully comply with all SEC reporting requirements and maintain effective internal controls over financial reporting.

The additional demands associated with being a public company may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses. Additionally, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. In addition, failure to comply with any laws or regulations applicable to us as a public company may result in legal proceedings and/or regulatory investigations, and may cause reputational damage. Any of these effects could harm our business, financial condition and results of operations.

Failure to maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and reputation.

We are currently a voluntary filer that has historically prepared our financial statements in accordance with IFRS as issued by the IASB. We are currently in compliance with portions of the Sarbanes-Oxley Act, including Sections 302 and 906 as it relates to our historical financial reports, however, as a voluntary filer, our independent registered public accounting firm has not audited our assessment of the effectiveness of internal controls over financial reporting.

Upon completion of this offering, we will be required to comply with all of the SEC’s rules, including the requirements of Section 404 of the Sarbanes-Oxley Act which will require our independent registered public accounting firm to audit our assessment of the effectiveness of internal controls over financial reporting.

If we are not able to meet all of the requirements of Section 404 of the Sarbanes-Oxley Act with adequate compliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls over financial reporting, and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. Moreover, any material weakness or other deficiencies in our internal control over financial reporting may impede our ability to file timely and accurate reports with the SEC. Any of the above could cause a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations and cash flows.

 

60


We intend to pay regular dividends on our common stock, but our ability to do so may be limited.

Following the closing of this offering, we intend to pay cash dividends on our common stock on a quarterly basis, subject to the discretion of our board of directors and our compliance with applicable law, and depending on our results of operations, capital requirements, financial condition, business prospects, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors deems relevant. See “Dividend Policy.”

Our ability to pay dividends may also be restricted by the terms of our existing debt agreements, or any future debt or preferred equity securities. Our dividend policy entails certain risks and limitations, particularly with respect to our liquidity. By paying cash dividends rather than investing that cash in our business or repaying any outstanding debt, we risk, among other things, slowing the expansion of our business, having insufficient cash to fund our operations or make capital expenditures or limiting our ability to incur borrowings. Our board of directors will periodically review the cash generated from our business and the capital expenditures required to finance our growth plans and determine whether to modify the amount of regular dividends and/or declare any periodic special dividends. There can be no assurance that our board of directors will not reduce the amount of regular cash dividends or cause us to cease paying dividends altogether.

Risks Relating to Our Relationships with the Hart Stockholders, RCPI, GPC and Rank

The Hart Stockholders control the direction of our business and the Hart Stockholders’ concentrated ownership of our common stock will prevent you and other stockholders from influencing significant decisions.

Upon the closing of this offering, the Hart Stockholders will own, and control the voting power of, approximately 79% of our outstanding shares of common stock (or approximately 76% if the underwriters’ option to purchase additional shares of common stock from us is exercised in full). As long as the Hart Stockholders continue to control a majority of the voting power of our outstanding common stock, they will generally be able to determine the outcome of all corporate actions requiring stockholder approval, including the election and removal of directors.

The Hart Stockholders and their affiliates engage in a broad spectrum of activities. In the ordinary course of their business activities, the Hart Stockholders and their affiliates may engage in activities where their interests may not be the same as, or may conflict with, the interests of our other stockholders. Investors in this offering will not be able to affect the outcome of any stockholder vote while the Hart Stockholders control the majority of the voting power of our outstanding common stock. As a result, the Hart Stockholders will be able to control, directly or indirectly and subject to applicable law, the composition of our board of directors, which in turn will be able to control all matters affecting us, including, among others:

 

   

any determination with respect to our business direction and policies, including the appointment and removal of officers and directors;

 

   

the adoption of amendments to our amended and restated certificate of incorporation;

 

   

any determinations with respect to mergers, business combinations or disposition of assets;

 

   

compensation and benefit programs and other human resources policy decisions;

 

   

the payment of dividends on our common stock; and

 

   

determinations with respect to tax matters.

In addition, the concentration of the Hart Stockholders’ ownership could also discourage others from making tender offers, which could prevent stockholders from receiving a premium for their common stock.

Because the Hart Stockholders’ interests may differ from ours or from those of our other stockholders, actions that the Hart Stockholders take with respect to us, as our controlling stockholders, may not be favorable to us or our other stockholders, including holders of our common stock.

 

61


We have entered, and may continue to enter, into certain related party transactions. There can be no assurance that we could not have achieved more favorable terms if such transactions had not been entered into with related parties, or that we will be able to maintain existing terms in the future.

In connection with the distributions of our interests in RCPI and in GPC to our shareholder, PFL, we have, or prior to closing of this offering, will enter into various transactions with related parties including, among others:

 

   

five-year supply agreements under which we sell certain products (primarily tableware) to RCPI, and purchase certain products (primarily aluminum foil containers and roll foil) from RCPI;

 

   

a warehousing and freight services agreement pursuant to which we provide certain logistics services to RCPI;

 

   

a lease of part of our corporate headquarters in Lake Forest, Illinois and another lease for part of our facility in Canandaigua, New York to RCPI;

 

   

a tax matters agreement with each of RCPI and GPC;

 

   

a transition services agreement pursuant to which we will continue to provide certain administrative services to RCPI, including information technology service; accounting, treasury, financial reporting and transaction support; human resources; procurement; tax, legal and compliance related services; and other corporate services, and we will receive certain services from RCPI, including human resources; compliance; and procurement, in each case for up to 24 months from February 2020;

 

   

a transition services agreement with GPC pursuant to which we will, upon GPC’s request, provide certain administrative services to GPC for up to 24 months from August 4, 2020;

 

   

an IT license usage agreement with Rank and GPC, pursuant to which we will continue to receive usage rights under certain IT-related license and contractual arrangements which are held by certain of our affiliates and provide usage rights to certain of our affiliates under certain IT-related license and contractual arrangements held by us;

 

   

an agreement with our affiliate, Beverage Packaging Holdings I (“BPH I”), to indemnify BPH I for certain losses that BPH I may suffer in connection with a guarantee of a property lease that BPH I provided to a third party landlord in connection with the divestment of a business by the Group; and

 

   

a transition services agreement with Rank pursuant to which Rank will, upon our request, provide certain administrative and support services to us for up to 24 months, and we will, upon Rank’s request, provide certain administrative and support services to them for up to 24 months.

While we believe that all such transactions have been negotiated on an arm’s length basis and contain commercially reasonable terms, we may have been able to achieve more favorable terms had such transactions been entered into with unrelated parties. In addition, while goods and services are being provided to us by related parties, our operational flexibility to modify or implement changes with respect to such goods or services or the amounts we pay or receive for them may be limited.

Potential conflicts of interest or disputes may arise between us and RCPI or GPC in connection with these related party agreements, or relating to our past or future relationships in several areas including tax, employee benefits, intellectual property rights, indemnification and other matters. Furthermore, conflicts of interest may arise in connection with business opportunities that may be attractive to us and RCPI or GPC. In the event of a dispute under any of these related party agreements, RCPI’s and GPC’s interests may not align with ours and the resolution of any such disputes may be adverse to us, or less favorable to us than we might achieve if we were not dealing with a related party, and our ability to enforce our contractual rights may be limited.

There can be no assurance that such present or any future transactions, and any potential disputes that may arise in connection with them, individually or in the aggregate, will not have an adverse effect on our financial

 

62


condition and results of operations, or that we could not have achieved more favorable terms if such transactions had not been entered into with related parties.

It is also likely that we may enter into related party transactions in the future. Although material related party transactions that we may enter into will be subject to approval or ratification of a designated committee of our board of directors (which will initially be the audit committee) or other committee designated by our board of directors made up solely of independent directors, there can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations, or that we could not have achieved more favorable terms if such transactions had not been entered into with related parties.

The related party transactions we have entered into, which are described in this prospectus, are of varying durations and may be amended upon agreement of the parties. The Hart Stockholders will have the ability to determine the outcome of matters requiring stockholder approval, cause or prevent a change of control, and change the composition of our board of directors. For so long as we are controlled by the Hart Stockholders, we may be unable to negotiate renewals or amendments to these agreements, if required, on terms as favorable to us as those we would be able to negotiate with an unaffiliated third party. For additional information, see “Certain Relationships and Related Party Transactions.”

Our ability to operate our business effectively may suffer if we do not establish independent financial, administrative, and other support functions, and we cannot assure you that the transitional services Rank has agreed to provide us will be sufficient for our needs.

Historically, we have relied on financial, administrative and other resources of Rank to assist in operating our business. In conjunction with our anticipated separation from Rank, we intend to establish our own financial, administrative and other support functions or contract with third parties to replace the assistance Rank has provided us. Prior to the closing of this offering, we will enter into an agreement with Rank under which, upon our request, Rank will provide certain administrative and support services to us, such as financial, insurance, IT, tax, human resources, M&A transaction support and legal and corporate secretarial services for up to 24 months, and we will, upon request, provide certain support services to Rank for up to 24 months. See “Certain Relationships and Related Party Transactions—Transactions to be Entered into in Connection with this Offering” for a description of these services. These services and data access controls may not be sufficient to meet our needs. After our agreement with Rank expires, we may not be able to obtain these services at prices or on terms that are as favorable. Any failure or significant downtime in our own financial, administrative or other support functions or in Rank’s financial, administrative or other support functions during the transitional period could negatively impact our results of operations.

If the Hart Stockholders sell a controlling interest in our company to a third party in a private transaction, you may not realize any change-of-control premium on shares of our common stock and we may become subject to the control of a presently unknown third party.

Upon the closing of this offering, the Hart Stockholders will own, and control the voting power of, approximately 79% of our outstanding shares of common stock (or approximately 76% if the underwriters’ option to purchase additional shares of common stock from us is exercised in full). The Hart Stockholders will have the ability, should they choose to do so, to sell some or all of their shares of our common stock in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our company.

The ability of the Hart Stockholders to privately sell their shares of our common stock, with no requirement for a concurrent offer to be made to acquire all of the shares of our common stock that will be publicly traded hereafter, could prevent you from realizing any change-of-control premium on your shares of our common stock that may otherwise accrue to the Hart Stockholders on their private sale of our common stock. Additionally, if the Hart Stockholders privately sell their significant equity interests in our company, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of interest with those of other

 

63


stockholders. In addition, if the Hart Stockholders sell a controlling interest in our company to a third party, our liquidity could be impaired, our outstanding indebtedness may be subject to acceleration and our commercial agreements and relationships could be impacted, all of which may adversely affect our ability to run our business as described herein and may have a material adverse effect on our results of operations and financial condition.

We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon the closing of this offering, the Hart Stockholders will control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

 

   

the requirement that a majority of the board of directors consist of independent directors;

 

   

the requirement that our compensation committee and our nominating and corporate governance committee be composed entirely of independent directors; and

 

   

the requirement for an annual performance evaluation of our compensation committee and our nominating and corporate governance committee.

While the Hart Stockholders control a majority of the voting power of our outstanding common stock, we intend to rely on certain of these exemptions and, as a result, will not have upon the closing of this offering, a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. Upon the closing of this offering, we expect that three of our seven directors will not qualify as “independent directors” under the applicable rules of Nasdaq. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We may be liable for significant taxes if the distributions of RCPI or of GPC to PFL are determined to be taxable transactions.

In February 2020, prior to the initial public offering of shares of common stock of RCPI, we effected certain distributions to transfer the interests of RCPI to PFL in a manner that was intended to qualify as tax-free to PFL, us, and Reynolds Group Holdings Inc. (“RGHI”) under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, prior to the closing of this offering we will complete certain distributions to transfer the interests of GPC to PFL in a manner that is intended to qualify as tax-free to PFL, us and RGHI under Section 355 of the Code.

We have received a tax opinion as to the tax treatment of the RCPI distribution and will receive, prior to closing of this offering, a tax opinion as to the tax treatment of the GPC distribution. These tax opinions rely on certain facts, assumptions, representations and undertakings from Mr. Hart, RCPI or GPC, as applicable, and us regarding the past and future conduct of PTVE’s, and RCPI’s or GPC’s, as applicable, respective businesses and other matters. If any of these facts, assumptions, representations or undertakings is incorrect or not satisfied, we may not be able to rely on the tax opinions and could be subject to significant tax liabilities with respect to the RCPI or GPC distributions. Notwithstanding the tax opinions, the Internal Revenue Service (the “IRS”) could determine on audit that the RCPI or GPC distributions are taxable if it determines that any of the facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinions, or for other reasons, including as a result of certain significant changes in the stock ownership of PTVE, RCPI or GPC, as applicable, or RGHI. If the RCPI or GPC distributions are determined to be taxable for U.S. federal income tax purposes, we could be liable for significant U.S. federal income tax liabilities.

 

64


We entered into a Tax Matters Agreement with RCPI in connection with the RCPI distribution (the “RCPI Tax Matters Agreement”) and will, prior to closing of this offering, enter into a Tax Matters Agreement with GPC in connection with the GPC distribution (the “GPC Tax Matters Agreement” and, together with the RCPI Tax Matters Agreement, the “Tax Matters Agreements”). Under the Tax Matters Agreements, RCPI or GPC, as applicable, will generally be required to indemnify us against taxes incurred with respect to the RCPI distribution or the GPC distribution, respectively, that arise as a result of, among other things, (i) a breach of any representation made under the Tax Matters Agreements, including those provided in connection with an opinion of tax counsel, or (ii) RCPI or GPC, as applicable, taking or failing to take, as the case may be, certain actions, in each case that result in the distributions failing to meet the requirements for tax-free treatment under the Code. In the event that RCPI or GPC fails to indemnify us in accordance with the Tax Matters Agreements, we would bear such tax liability.

In order to preserve the tax-free treatment of the RCPI and the GPC distributions, our ability to engage in certain corporate transactions for a two-year period after the distributions will be limited.

To preserve the tax-free treatment for U.S. federal income tax purposes of the RCPI and the GPC distributions, we will be limited in our ability to enter into acquisition, merger, liquidation, sale and stock redemption transactions with respect to our stock for the two-year period following each of these distributions. While we are under no contractual obligations, effecting certain such transactions could violate the representations and undertakings we made in connection with the opinions of tax counsel and could result in significant tax liabilities to us. These limitations may restrict our ability to pursue certain strategic transactions or other transactions that would otherwise be in our best interest or that might increase the value of our business. We will not be limited in our ability to acquire other businesses for cash consideration.

RCPI and GPC may compete with us, and their competitive positions in certain markets may constrain our ability to build and maintain partnerships.

We may face competition from a variety of sources, including RCPI and GPC, today and in the future. For example, while we do have supply agreements in place with RCPI, each of RCPI and GPC may still compete with us in certain products and/or in certain channels. In addition, while RCPI and GPC do not currently manufacture or sell products that compete with our products in the channels in which we sell our products, they each may do so in the future, including as a result of acquiring a company that manufactures products which compete with ours. RCPI and GPC may have acquired know-how from their previous affiliation with our business, which could give them significant competitive advantages should they decide to engage in the type of business we conduct, which may materially and adversely affect our business, financial condition and results of operations. Although RCPI has historically sold the products (primarily tableware and cups) that it purchases from us in the retail channel, and we sell such products in the foodservice business-to-business channel, after the termination of the supply agreement with RCPI, it could seek to sell such products in the foodservice channel or otherwise compete with us. As our customer, RCPI has information about products, including pricing, and, as one of our former operating segments, GPC has knowledge of our business that could provide RCPI and GPC with competitive advantages.

In addition, we may partner with companies that compete with RCPI and GPC in certain markets. Our prior affiliation with RCPI and GPC may affect our ability to effectively partner with these companies. These companies may favor our competitors because of our relationships with RCPI and GPC.

Mr. Hart may have conflicts of interest with the holders of our shares of common stock or us in the future.

Upon the closing of this offering, Mr. Hart will indirectly own and control a majority of the outstanding shares of our common stock, and the actions he is able to undertake as our controlling shareholder may differ from or adversely affect the interests of our other shareholders. Pursuant to the stockholders agreement to be entered into upon the closing of this offering, Mr. Hart has the power to nominate a majority of the directors to

 

65


our board of directors for so long as the Hart Entities beneficially own more than 40% of our common stock, enabling Mr. Hart to control our legal and capital structure and operations, subject to applicable law. The stockholders agreement also provides that so long as the Hart Entities hold at least 5% of the Company’s shares, Mr. Hart will be entitled to receive access to certain of the Company’s information and also to routinely consult and advise senior management with respect to the Company’s business and financial matters, with the Company agreeing to give consideration to Mr. Hart’s advice and proposals. The stockholders agreement also provides Mr. Hart with certain consent rights for so long as the Hart Entities hold at least 40% of the Company’s shares. Additionally, Mr. Hart is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete, directly or indirectly, with us. Mr. Hart may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

Conflicts of interest may arise because certain of our directors will hold a management or board position with PFL or other affiliated entities.

One of our directors is also a director of PFL and two of our directors are also directors of other entities affiliated with Mr. Hart. The interests of these directors in PFL and other entities affiliated with Mr. Hart and us could create, or appear to create, conflicts of interest with respect to decisions involving both us and PFL and other entities affiliated with Mr. Hart that could have different implications for PFL and other entities affiliated with Mr. Hart and us. These decisions could, for example, relate to:

 

   

disagreement over corporate opportunities;

 

   

competition between us, PFL and other Hart-affiliated entities;

 

   

employee retention or recruiting;

 

   

our dividend policy; and

 

   

the services and arrangements from which we benefit as a result of our relationships with PFL and other entities affiliated with Mr. Hart.

Conflicts of interest could also arise if we enter into any new agreements with the Hart Stockholders and other entities affiliated with Mr. Hart in the future, or if the Hart Stockholders and other entities affiliated with Mr. Hart decide to compete with us in any of our product categories. The presence of directors or officers of entities affiliated with the Hart Stockholders and other entities affiliated with Mr. Hart on our board of directors could create, or appear to create, conflicts of interest and conflicts in allocating their time with respect to matters involving both us and any one of them, or involving us and the Hart Stockholders and other entities affiliated with Mr. Hart, that could have different implications for any of these entities than they do for us. Provisions of our amended and restated certificate of incorporation and bylaws that will be in effect prior to the closing of this offering address corporate opportunities that are presented to our directors who are also directors or officers of the Hart Stockholders and other entities affiliated with Mr. Hart and certain of their subsidiaries. See “Description of Capital Stock.” We cannot assure you that our amended and restated certificate of incorporation will adequately address potential conflicts of interest or that potential conflicts of interest will be resolved in our favor or that we will be able to take advantage of corporate opportunities presented to individuals who are directors of both us and the Hart Stockholders and other entities affiliated with Mr. Hart. As a result, we may be precluded from pursuing certain advantageous transactions or growth initiatives.

 

66


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the captions “Prospectus Summary,” “Risk Factors,” “Unaudited Pro Forma Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and in other sections of this prospectus that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, anticipated trends in our business and anticipated growth in the markets served by our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors.” You should specifically consider the numerous risks outlined under “Risk Factors.” These risks include, among others, those related to:

 

   

future costs of raw materials, energy and freight, including the impact of tariffs, trade sanctions and similar matters;

 

   

competition in the markets in which we operate;

 

   

changes in consumer lifestyle, eating habits, nutritional preferences and health-related and environmental and sustainability concerns;

 

   

failure to maintain satisfactory relationships with our major customers;

 

   

the impact of a loss of any of our key manufacturing facilities;

 

   

the uncertain economic, operational and financial impacts of the COVID-19 pandemic;

 

   

compliance with, and liabilities related to, environmental, health and safety laws, regulations and permits;

 

   

impact of government regulations and judicial decisions affecting products we produce or the products contained in the products we produce;

 

   

any non-compliance with the FCPA or other similar laws;

 

   

our dependence on suppliers of raw materials and any interruption to our supply of raw materials;

 

   

our ability to realize the benefits of our capital investment, restructuring and other cost savings programs; and

 

   

seasonality and cyclicality.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.

 

67


USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $541 million, or approximately $623 million if the underwriters exercise in full their option to purchase additional shares from us, at the initial public offering price, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

We currently intend to use the net proceeds that we receive from this offering, as well as $653 million of cash on hand, to repay all $650 million aggregate principal amount outstanding of the 7.000% Senior Notes due 2024 (the “2024 Notes”) and $528 million aggregate principal amount outstanding of the 5.125% Senior Secured Notes due 2023 (the “2023 Notes”), and to pay associated redemption premiums.

The 2024 Notes bear interest at a rate of 7.000% per annum and mature on July 15, 2024, and the 2023 Notes bear interest at a rate of 5.125% per annum and mature on July 15, 2023. The 2024 Notes are redeemable at a price equal to 101.750% of the principal amount to be redeemed, plus accrued and unpaid interest to the applicable redemption date. The 2023 Notes are redeemable at a price equal to 101.281% of the principal amount to be redeemed, plus accrued and unpaid interest to the applicable redemption date.

We currently intend to use any net proceeds from the underwriters exercising their option to purchase additional shares of common stock from us to repay certain indebtedness as noted above, or the term loan under our Credit Agreement, or for general corporate purposes. The term loan currently matures in February 2023 and bears interest at a rate of LIBOR plus 2.750%.

In addition, to the extent the Senior Secured Notes Offering is consummated, we intend to use the net proceeds from the Senior Secured Notes Offering to repay certain indebtedness, including the term loan under our Credit Agreement and/or additional 2023 Notes. There can be no assurance that we will consummate the Senior Secured Notes Offering.

 

68


DIVIDEND POLICY

Commencing with the fiscal quarter ended December 31, 2020 and subject to legally available funds, we intend to pay quarterly cash dividends on our common stock. We expect to pay an initial quarterly cash dividend of $0.10 per share. The initial dividend for the quarter ended December 31, 2020 is expected to be paid in February 2021. Thereafter, the quarterly dividend will be paid subsequent to the close of each fiscal quarter.

Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend on many factors, including general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, including restrictive covenants contained in our financing agreements, and such other factors as our board of directors may deem relevant. See “Risk Factors—Risks Relating to Our Common Stock and this Offering—We intend to pay regular dividends on our common stock, but our ability to do so may be limited.”

Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

 

69


CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of June 30, 2020:

 

   

on an actual basis;

 

   

on a pro forma basis to reflect:

 

   

the completion of the GPC Separation; and

 

   

the completion of the Corporate Reorganization;

 

   

on a pro forma basis, as further adjusted, to reflect:

 

   

the sale by us of 41,026,000 shares of common stock in this offering, at the initial public offering price of $14.00 per share, representing the receipt of $541 million in net proceeds after deducting the underwriting discount and the estimated offering expenses payable by us, as well as the application of such net proceeds as described in “Use of Proceeds”; and

 

   

the issuance of the IPO Grants and payment of certain one-time cash settled transaction bonuses.

This table should be read in conjunction with “Use of Proceeds,” “Selected Historical Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our annual and interim consolidated financial statements and notes thereto included elsewhere in this prospectus.

The pro forma information set forth in the table below does not give effect to the Concurrent Debt Transactions.

 

     June 30, 2020
(In millions except
share and per
share data)
 
     Actual      Pro Forma
Group after GPC
Separation and
Corporate
Reorganization
     Pro
forma,
as
further
adjusted
 

Cash and cash equivalents

   $ 1,609      $  1,157      $ 504 (2) 
  

 

 

    

 

 

    

 

 

 

Debt, including current and long-term:

        

Securitization Facility

   $ 378      $      $  

Credit Agreement

     3,443        2,481        2,481 (3) 

Notes:

        

Floating Rate Senior Secured Notes due 2021

     745                

5.125% Senior Secured Notes due 2023

     1,591        1,591        1,066 (4) 

7.000% Senior Notes due 2024

     792        644         

Pactiv Debentures:

        

7.950% Debentures due 2025

     272        272        272 (5) 

8.375% Debentures due 2027

     198        198        198 (6) 

Other

     16        14        14  
  

 

 

    

 

 

    

 

 

 

Total debt(1)

   $ 7,435      $ 5,200      $ 4,031  
  

 

 

    

 

 

    

 

 

 

 

70


     June 30, 2020
(In millions except
share and per
share data)
 
     Actual     Pro Forma
Group after GPC
Separation and
Corporate
Reorganization
    Pro
forma,
as
further
adjusted
 

Equity:

      

Common stock (Historical: 35,708,019 shares issued and outstanding with no par value; Pro forma: $0.001 par value per share, 2,000,000,000 shares authorized, 175,434,000 shares issued and outstanding)

                  

Additional paid in capital

     55       33       575  

Accumulated other comprehensive loss

     (624     (443     (443

Retained earnings

     2,603       939       903  

Non-controlling interests

     3       3       3  
  

 

 

   

 

 

   

 

 

 

Total equity(1)

   $ 2,037     $ 532     $ 1,038  
  

 

 

   

 

 

   

 

 

 

Total capitalization

   $ 9,472     $  5,732     $ 5,069  
  

 

 

   

 

 

   

 

 

 

 

(1)

As described in “Use of Proceeds,” we intend to use the net proceeds from this offering to repay certain indebtedness.

(2)

Does not reflect certain transaction costs associated with the Concurrent Debt Transactions, including prepayment and redemption premiums, associated with the Concurrent Debt Transactions, which we expect to be approximately $32 million.

(3)

Pro forma, as further adjusted balance of $2,481 million comprises outstanding principal of $2,487 million net of deferred financing transaction costs of $6 million.

(4)

Pro forma, as further adjusted balance of $1,066 million comprises outstanding principal of $1,071 million net of deferred financing transaction costs of $5 million.

(5)

Pro forma, as further adjusted balance of $272 million comprises outstanding principal of $276 million net of deferred financing transaction costs of $4 million.

(6)

Pro forma, as further adjusted balance of $198 million comprises outstanding principal of $200 million net of deferred financing transaction costs of $2 million.

 

71


DILUTION

If you invest in shares of our common stock, your investment will be immediately diluted to the extent of the difference between the initial public offering price per share of common stock and the pro forma net tangible book value per share of common stock after this offering. Dilution results from the fact that the per share offering price of the shares of common stock is substantially in excess of the pro forma net tangible book value (deficit) per share after this offering.

Our net tangible book value (deficit) as of June 30, 2020 was $(2,352) million or $(17.50) per share of common stock after giving pro forma effect to the GPC Separation and the Corporate Reorganization. Net tangible book value (deficit) represents total tangible assets less total liabilities. Tangible assets represent total assets excluding goodwill and other intangible assets. Net tangible book value (deficit) per share represents net tangible book value (deficit) divided by the aggregate number of shares of common stock outstanding immediately prior to this offering (after giving pro forma effect to the GPC Separation and the Corporate Reorganization).

After giving further effect to the sale by us of the shares of our common stock in this offering, at the initial public offering price of $14.00 per share, and the receipt and application of the net proceeds, our pro forma net tangible book value (deficit) as of June 30, 2020 would have been $(1,846) million or $(10.52) per share. This represents an immediate increase in pro forma net tangible book value (deficit) to the existing stockholder of $6.98 per share and an immediate dilution to new investors of $24.52 per share. Dilution per share represents the difference between the price per share to be paid by new investors for the shares of our common stock sold in this offering and the pro forma net tangible book value (deficit) per share immediately after this offering. The following table illustrates this per share dilution:

 

Initial public offering price

   $ 14.00  

Pro forma net tangible book value (deficit) per share as of June 30, 2020 (after giving effect to the GPC Separation and the Corporate Reorganization)

   $ (17.50

Increase in pro forma net tangible book value (deficit) per share attributable to the existing stockholder

     6.98  
  

 

 

 

Pro forma net tangible book value (deficit) per share after offering

     (10.52
  

 

 

 

Dilution per share to new investors

   $ 24.52  
  

 

 

 

The following table sets forth, on a pro forma basis, as of June 30, 2020, the number of shares of our common stock purchased from us, the total consideration paid, or to be paid, and the average price per share paid, or to be paid, by the existing stockholder and by the new investors, at the initial public offering price of $14.00 per share, before deducting estimated underwriting discounts and commissions and offering expenses payable by us:

 

     Shares Purchased     Total Consideration     Average Price
Per Share
 
     Number      Percent     Amount      Percent  

Existing stockholder(1)

     134,408,000        77   $ 532,000,000        48   $ 3.96  

New investors

     41,026,000        23     574,364,000        52     14.00  

Total

     175,434,000        100   $ 1,106,364,000        100   $ 6.31  

 

(1)

Does not reflect the purchase of 3,571,428 shares of common stock in this offering by the Affiliated Participant.

The foregoing tables assume no exercise of the underwriters’ option to purchase additional shares of common stock from us.

 

72


SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table presents our selected historical consolidated financial data. The consolidated statement of income data and summary cash flow data for each of the years ended December 31, 2019, 2018 and 2017, and the consolidated balance sheet data as of December 31, 2019 and 2018, are derived from our annual consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated statement of income data and summary cash flow data for the years ended December 31, 2016 and 2015, and the unaudited consolidated balance sheet data as of December 31, 2017, 2016 and 2015, are derived from our financial records which are not included in this prospectus. The unaudited consolidated financial data as of December 31, 2017, 2016 and 2015 and for the years ended December 31, 2016 and 2015 was prepared on the same basis as our consolidated financial statements, except as described in the footnotes to the table.

The unaudited consolidated statement of income data and summary cash flow data for the six months ended June 30, 2020 and 2019, and the unaudited consolidated balance sheet data as of June 30, 2020, have been derived from our interim condensed consolidated financial statements included elsewhere in this prospectus.

The interim condensed consolidated financial statements as of June 30, 2020 and for the six months ended June 30, 2020 and 2019 were prepared on the same basis as our annual consolidated financial statements. In our opinion, such financial statements include all normal and recurring adjustments considered necessary for a fair statement of the financial information set forth in those statements.

The GPC Group is included in our selected historical consolidated financial data presented below. Following the GPC Separation, which will occur prior to the closing of this offering, the GPC Group will no longer operate as one of our reportable segments and the results of the GPC Group for the periods prior to the GPC Separation will be presented as a discontinued operation in our historical financial statements beginning with the fiscal period that includes the completion of the GPC Separation.

 

73


Our historical results are not necessarily indicative of our results in any future period. You should read the following selected historical consolidated financial data together with our consolidated annual and interim financial statements and the related notes included elsewhere in this prospectus and the “Capitalization,” “Unaudited Pro Forma Consolidated Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus.

 

    Six months ended
June 30,
    Year ended December 31,  
    2020     2019     2019     2018     2017     2016     2015  
  (In millions, except per share amounts)  

Statement of Income Data:

 

Net revenues(1),(2),(3)

  $ 3,259     $ 3,594     $ 7,115     $ 7,395     $ 7,439     $  7,601     $ 8,163  

Cost of sales(3)

    (2,755     (3,019     (5,999     (6,282     (6,086     (6,176     (6,725
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    504       575       1,116       1,113       1,353       1,425       1,438  

Selling, general and administrative expenses

    (330     (324     (639     (565     (599     (700     (614

Goodwill impairment charges(4)

                (16     (138                  

Restructuring, asset impairment and other related charges(5)

    (13     (24     (96     (53     (101     (83     (19

Other income (expense), net(6)

    27       (7     (34     (33     (38     (25     (31
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income from continuing operations

    188       220       331       324       615       617       774  

Non-operating income (expense), net

    33       (2     (13     41       (10     (7     5  

Interest expense, net

    (187     (228     (432     (412     (484     (870     (1,153
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before tax

    34       (10     (114     (47     121       (260     (374

Income tax benefit (expense)

    59       (14     (54     16       218       76       28  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) from continuing operations

  $ 93     $ (24   $ (168   $ (31   $ 339     $ (184   $ (346
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted earnings (loss) per share from continuing operations

  $ 2.58     $ (0.70   $ (4.68   $ (0.92   $ 9.44     $ (5.18   $ (9.72

Balance Sheet Data (as of end of period):

             

Accounts receivable, net

  $ 691       $ 666     $ 699     $ 722     $ 655     $ 728  

Inventories

    903         894       896       911       867       886  

Total assets(7)

    12,260         16,175       16,169       16,385       16,708       18,370  

Accounts payable

    391         425       483       454       471       423  

Long-term debt, including current portion

    7,435         10,630       10,997       11,339       12,056       13,696  

Total equity

    2,037         2,082       1,785       1,599       826       763  

Cash Flow Data:

             

Net cash provided by (used in):

             

Operating activities

  $ 167     $ 240     $ 896     $ 963     $ 858     $ 1,007     $ 892  

Investing activities

    (208     (275     (4     (453     (364     (165     3,811  

Financing activities

    368       (20     (384     (360     (796     (1,871     (4,382

Other financial data:(8)

             

Adjusted EBITDA from continuing operations (non-GAAP)

  $ 463     $ 518     $ 1,038     $ 1,091     $ 1,294     $ 1,339     $ 1,327  

 

(1)

Our net revenues are derived primarily from sales of our foodservice and food merchandising products and our fresh cartons to third-party customers, primarily in the United States and the rest of North America.

 

74


 

Revenues are reported net of estimated sales incentives. Our financial statements also present revenue from the sale of plastic containers for consumer products. This revenue was generated by the GPC Group.

 

(2)

On January 1, 2018, we adopted ASC 606, using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption resulted in changes in accounting policies and immaterial adjustments to the amounts recognized in the consolidated financial statements, including the cumulative impact to retained earnings at January 1, 2018. See Note 2—Summary of Significant Accounting Policies in our annual consolidated financial statements included elsewhere in this prospectus for an explanation of the impact of the adoption of ASC 606. Results as of and for the year ended December 31, 2018 and periods thereafter are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under ASC 605, Revenue Recognition, the accounting standard in effect for those periods.

 

(3)

Effective February 4, 2020, the Group distributed its interest in RCPI to PFL. The RCPI distribution occurred prior to and in connection with the initial public offering of shares of common stock of RCPI, which was completed on February 4, 2020. Following the distribution of RCPI on February 4, 2020, the Group continues to sell to and purchase products from Reynolds Consumer Products in the ordinary course of business. Our Food Merchandising segment continues to sell certain finished products to Reynolds Consumer Products and our Foodservice segment continues to purchase products from them. These transactions arise under agreements that expire on December 31, 2024 but may be renewed between the parties. Effective February 4, 2020 and thereafter, these transactions are related party transactions and are recognized within our net revenues and cost of sales. For further details, refer to Note 17—Related Party Transactions in our interim condensed consolidated financial statements included elsewhere in this prospectus. Prior to February 4, 2020, these transactions with Reynolds Consumer Products were intercompany transactions, and are presented in continuing operations with the offsetting activity presented in discontinued operations. Within our consolidated statement of income data, our continuing operations have recognized revenue of $171 million and $141 million for the six months ended June 30, 2020 and 2019, respectively, and $280 million, $316 million, $302 million, $336 million and $363 million for the years ended December, 2019, 2018, 2017, 2016 and 2015, respectively, from sales to Reynolds Consumer Products. Within our cost of sales, we have recognized purchases of $63 million and $78 million for the six months ended June 30, 2020 and 2019, respectively, and $149 million, $161 million, $148 million, $143 million and $170 million for the years ended December, 2019, 2018, 2017, 2016 and 2015, respectively.

 

(4)

Reflects goodwill impairment charges in respect of our closures operations in 2019, including dis-synergies associated with the sale of the North American and Japanese closures businesses in December 2019, and an impairment charge in 2018 in respect of the GPC Group. We will complete the GPC Separation prior to the closing of this offering.

 

(5)

Restructuring, asset impairment and other related charges include asset impairment charges of $70 million for the year ended December 31, 2019 related to the remaining closures businesses, as a result of dis-synergies associated with the sale of the North American and Japanese closures businesses in December 2019, and the ongoing rationalization of the manufacturing footprint in the GPC Group. For further information in relation to the impairment expenses, refer to Note 4—Impairment, Restructuring and Other Related Charges in our annual consolidated financial statements and Note 4—Impairment, Restructuring and Other Related Charges in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

 

(6)

Other income (expense), net includes related party management fees of $8 million and $8 million in the six months ended June 30, 2020 and 2019, respectively, and $16 million, $16 million, $17 million, $26 million and $41 million in the years ended December 31, 2019, 2018, 2017, 2016 and 2015, respectively, which are permitted by our financing agreements. For further information, see “Certain Relationships and Related Party Transactions,” and Note 18—Related Party Transactions of our annual consolidated financial statements and Note 17—Related Party Transactions of our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus. Following the closing of this offering, we will no longer be charged the related party management fee.

 

75


(7)

On January 1, 2019, we adopted ASC 842, using the modified retrospective method without the recasting of comparative periods’ financial information, as permitted by the transition guidance. Results for the six months ended June 30, 2020 and 2019 and as of and for the year ended December 31, 2019 are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported under ASC 840, Leases, the accounting standard in effect for those periods. See Note 2—Summary of Significant Accounting Policies in our annual consolidated financial statements included elsewhere in this prospectus for an explanation of the impact of the adoption of ASC 842.

 

(8)

We define “Adjusted EBITDA” from continuing operations as our net income (loss) from continuing operations calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and further adjusted to exclude certain items of a significant or unusual nature, including but not limited to foreign exchange gains or losses on cash, related party management fees, unrealized gains or losses on derivatives, gains or losses on the sale of businesses and non-current assets, restructuring, asset impairment and other related charges, operational process engineering-related consultancy costs, non-cash pension income or expense and strategic review and transaction-related costs.

We have included Adjusted EBITDA from continuing operations in this prospectus because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. Accordingly, we believe that Adjusted EBITDA from continuing operations provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, our chief operating decision maker uses Adjusted EBITDA as the segment measure of performance for each of our reportable segments.

The following table presents a reconciliation of net income (loss) from continuing operations, the most directly comparable GAAP financial measure, to Adjusted EBITDA from continuing operations for each of the periods indicated:

 

    Six months
ended June 30,
    Year ended December 31,  
      2020         2019       2019     2018     2017     2016     2015  
    (In millions)  

Net income (loss) from continuing operations (GAAP)

  $ 93     $ (24   $ (168   $ (31   $ 339     $ (184   $ (346

Income tax (benefit) expense

    (59     14       54       (16     (218     (76     (28

Interest expense, net

    187       228       432       412       484       870       1,153  

Depreciation and amortization

    259       253       516       523       534       555       556  

Goodwill impairment charges(a)

                16       138                    

Restructuring, asset impairment and other related charges(b)

    13       24       96       53       101       83       19  

Loss (gain) on sale of businesses and non-current assets(c)

    1       6       21       31       22       (1     (1

Non-cash pension (income) expense(d)

    (37     (2     6       (51     1       64       (11

Operational process engineering-related consultancy costs(e)

    9       13       27       14       12       21       18  

Related party management fee(f)

    8       8       16       16       17       26       41  

Strategic review and transaction-related costs(g)

    19       1       7                      

Unrealized (gains) losses on derivatives(h)

    (2     (7     (4     8       3       (8     (82

Foreign exchange (gains) losses on cash(i)

    (28           8       (11     3             (7

Other

          4       11       5       (4     (11     15  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA from continuing operations (Non-GAAP)

  $ 463     $ 518     $ 1,038     $ 1,091     $ 1,294     $ 1,339     $ 1,327  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (a)

Reflects goodwill impairment charges in respect of our closures operations in 2019, including dis-synergies associated with the sale of the North American and Japanese closures businesses in

 

76


 

December 2019, and an impairment charge in 2018 in respect of the GPC Group. We will complete the GPC Separation prior to the closing of this offering. For further information, refer to Note 4—Impairment, Restructuring and Other Related Charges in our annual consolidated financial statements and Note 4—Impairment, Restructuring and Other Related Charges in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

  (b)

Reflects asset impairment, restructuring and other related charges primarily associated with the remaining closures businesses that are not reported within discontinued operations and the ongoing rationalization of the manufacturing footprint in the GPC Group. For further information, refer to Note 4—Impairment, Restructuring and Other Related Charges in our annual consolidated financial statements and Note 4—Impairment, Restructuring and Other Related Charges in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

  (c)

Reflects the loss or gain from the sale of businesses and non-current assets, primarily in our Other segment. For further information, refer to Note 13—Other Expense, Net in our annual consolidated financial statements and Note 12—Other Income (Expense), Net in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

  (d)

Reflects the non-cash pension (income) expense related to our RGPP benefit plan. For further information, refer to Note 12—Employee Benefits in our annual consolidated financial statements and Note 11—Employee Benefits in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

  (e)

Reflects the costs incurred to evaluate and improve the efficiencies of our manufacturing and distribution operations.

  (f)

Reflects the related party management fee charged by Rank to us. For further information, refer to Note 18—Related Party Transactions in our annual consolidated financial statements and Note 17—Related Party Transactions in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus. Following the closing of this offering, we will no longer be charged the related party management fee.

  (g)

Reflects costs incurred for strategic reviews of our businesses, as well as costs related to this offering that cannot be offset against the expected proceeds of this offering.

  (h)

Reflects the mark-to-market movements in our commodity and foreign exchange derivatives. For further information, refer to Note 11—Financial Instruments in our annual consolidated financial statements and Note 10—Financial Instruments in our interim condensed consolidated financial statements, each of which is included elsewhere in this prospectus.

  (i)

Reflects foreign exchange (gains) losses on cash, primarily arising on U.S. dollar amounts held in non-U.S. dollar functional currency entities.

 

77


UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The following unaudited pro forma consolidated financial data of the Group consists of unaudited pro forma consolidated statements of income for the six months ended June 30, 2020 and 2019 and for the years ended December 31, 2019, 2018 and 2017, and an unaudited pro forma consolidated balance sheet as of June 30, 2020. The unaudited pro forma consolidated financial statements and the related notes should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Party Transactions,” and our audited and unaudited consolidated financial statements and the related notes included elsewhere in this prospectus.

The unaudited pro forma consolidated statements of income for the six months ended June 30, 2020 and 2019 and for the year ended December 31, 2019 give effect to the Pro Forma Transactions (as defined below) as if the Pro Forma Transactions had occurred or had become effective as of January 1, 2019. The unaudited pro forma consolidated balance sheet gives effect to the Pro Forma Transactions as if the Pro Forma Transactions had occurred or had become effective as of June 30, 2020.

Effective February 4, 2020, the Group distributed its interest in RCPI to PFL. The RCPI distribution occurred prior to and in connection with the initial public offering of shares of common stock of RCPI, which was completed on February 4, 2020. As a result, the business comprising RCPI has been presented as a discontinued operation in our consolidated financial statements and the related notes included elsewhere in this prospectus. We will complete the GPC Separation prior to the closing of this offering in order for the GPC Group business to be excluded from the Group prior to the closing of this offering. The results of the GPC Group for the periods prior to the GPC Separation will be presented as a discontinued operation in our consolidated financial statements beginning with the fiscal period that includes the completion of the GPC Separation. The GPC Group has not yet been reflected as a discontinued operation in our historical consolidated financial statements that are included elsewhere in this prospectus. As a result, we have also presented unaudited pro forma consolidated statements of income for the years ended December 31, 2018 and 2017 to present our results from continuing operations without the GPC Group, as if the GPC Separation had occurred on January 1, 2017.

The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma consolidated financial statements are for illustrative and informational purposes only and do not purport to represent what our financial position or results of operations would have been if the Pro Forma Transactions had actually occurred as of the dates indicated, nor does it project our financial position at any future date or our results of operations or cash flows for any future period.

The unaudited pro forma consolidated statements of income and balance sheet have been derived from the historical annual consolidated and interim condensed consolidated financial statements included elsewhere in this prospectus. Our unaudited pro forma consolidated financial statements have been prepared to reflect adjustments to our historical consolidated financial statements that are: (1) directly attributable to the Pro Forma Transactions, (2) factually supportable and (3) with respect to the unaudited pro forma consolidated statements of income, expected to have a continuing impact on our results.

The unaudited pro forma consolidated statements of income for the six months ended June 30, 2020 and 2019 and for the year ended December 31, 2019, and the unaudited pro forma consolidated balance sheet as of June 30, 2020 give effect to the following pro forma transactions (“Pro Forma Transactions”):

 

   

the GPC Separation, comprising the following transactions which have occurred or will occur prior to the closing of this offering:

 

   

the legal release of the GPC Group from its obligations under the Credit Agreement, and the legal release of the GPC Group from the guarantees of certain of the notes issued by subsidiaries of the Company;

 

   

the execution of the GPC TSA pursuant to which we will, upon GPC’s request, provide certain administrative services to GPC for up to 24 months, which is described in greater detail in “Certain Relationships and Related Party Transactions;”

 

78


   

the entry by the GPC Group into the New GPC Borrowings, the net proceeds of which were received by us; and

 

   

the distribution of all of the shares in GPC to PFL in consideration for the buy-back of approximately 14 million of our outstanding shares, based on the initial public offering price, which will be canceled upon completion of the buy-back;

 

   

the Corporate Reorganization, comprising the following transactions which will occur prior to the closing of this offering:

 

   

the repayment of certain borrowings (other than the repayment of debt that will be made in connection with the application of the net proceeds of this offering);

 

   

the conversion of Reynolds Group Holdings Limited into a corporation incorporated in the state of Delaware, with 1,000 shares of common stock issued and outstanding;

 

   

the execution of the Rank TSA pursuant to which Rank will, upon our request, provide certain administrative and support services to us for up to 24 months, and we will, upon Rank’s request, provide certain administrative and support services to them for up to 24 months which is described in greater detail in “Certain Relationships and Related Party Transactions;”

 

   

the settlement of related party balances with Rank and its subsidiaries; and

 

   

the consummation of the Stock Split;

 

   

the Offering, comprising the following transactions:

 

   

the sale by us of shares of common stock in this offering, at the initial public offering price of $14.00 per share, representing the receipt of $541 million in net proceeds after deducting the underwriting discount and the estimated offering expenses payable by us;

 

   

the repayment of certain indebtedness in connection with the application of the net proceeds of this offering, as described in “Use of Proceeds”; and

 

   

the issuance of the IPO Grants and payment of certain one-time cash settled transaction bonuses.

In connection with this offering, we will establish the Incentive Plan for purposes of granting stock-based compensation awards to certain of our senior management, to our non-executive directors and to certain employees, to incentivize their performance and align their interests with ours. The maximum number of shares of common stock initially available for issuance under the equity incentive awards granted pursuant to the Incentive Plan is expected to equal 9,079,395 shares. Upon the granting of stock-based compensation awards, and the vesting of such awards, we will recognize stock-based compensation expense. Historically, we have not granted any stock-based compensation awards, other than the IPO Grants described elsewhere in this prospectus. No adjustment has been made for these future equity incentive plan awards because the timing and amount of the awards to be granted is uncertain.

The unaudited pro forma consolidated statements of income also include certain non-recurring items that we have incurred in connection with the GPC Separation, the Corporate Reorganization and this offering, including costs related to legal, accounting and other professional fees. We have incurred costs totaling $12 million during the six months ended June 30, 2020 and $6 million during the year ended December 31, 2019 which have not been eliminated from the unaudited pro forma consolidated statements of income. We estimate that an additional $18 million to $22 million of these costs will be incurred in 2020. We expect all of these costs to be expensed, as incurred. The amount of these estimated costs could increase or decrease materially and the timing of when they are incurred could change. These estimated additional non-recurring transaction costs that we expect to incur are not reflected in our unaudited pro forma consolidated financial statements as such amounts are estimates and not factually supportable.

 

79


The following unaudited pro forma consolidated financial data does not give effect to the Concurrent Debt Transactions, as such transactions are not factually supportable. There is no assurance that the Concurrent Debt Transactions will be completed or, if completed, on what terms they will be completed. Based upon the intended use of proceeds, we do not expect the impacts of the Concurrent Debt Transactions to be material to our financial condition or our results of operations should they be consummated.

 

80


Unaudited Pro Forma Consolidated

Balance Sheet As of June 30, 2020

(In Millions, Except Share and Per Share Data)

 

    Historical
Consolidated
    Adjustments
arising from
the GPC
Separation(a)
    Pro Forma
Group
after GPC
Separation
    Adjustments
arising from
the Corporate
Reorganization
    Pro Forma
Group

after GPC
Separation and
Corporate
Reorganization
    Adjustments
arising from
the Offering
    Total
Pro
Forma
 

Assets

             

Cash and cash equivalents

  $ 1,609     $ 1,897 (b)    $ 3,506     $ (2,349 )(e)    $ 1,157     $ (653 )(e)    $ 504  

Accounts receivable, net

    691       (263     428       —         428       —         428  

Inventories

    903       (137     766       —         766       —         766  

Other current assets

    173       (30 )(h)      143       —         143       (2 )(i)      141  

Related party receivables

    63       —         63       (14 )(g)      49       —         49  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    3,439       1,467       4,906       (2,363     2,543       (655     1,888  

Property, plant and equipment, net

    2,443       (780     1,663       —         1,663       —         1,663  

Operating lease right-of-use assets, net

    359       (118     241       —         241       —         241  

Goodwill

    3,025       (1,259     1,766       —         1,766       —         1,766  

Intangible assets, net

    2,404       (1,286     1,118       —         1,118       —         1,118  

Deferred income taxes

    10       —         10       —         10       —         10  

Related party receivable

    330       —         330       (330 )(g)            —         —    

Other noncurrent assets

    198       (21     177             177       —         177  

Noncurrent assets held for sale or distribution

    52       (11     41       —         41       —         41  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 12,260     $ (2,008   $ 10,252     $ (2,693   $ 7,559     $ (655   $ 6,904  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

             

Accounts payable

  $ 391     $ (130   $ 261     $ —       $ 261     $ —       $ 261  

Related party payables

    48       —         48       (39 )(g)      9       —         9  

Current portion of long-term debt

    417       —         417       (417 )(f)      —         —         —    

Current portion of operating lease liabilities

    83       (28     55       —         55       —         55  

Income taxes payable

    17       (1 )(h)      16       —         16       —         16  

Accrued and other current liabilities

    451       (87     364       (7 )(e)      357       8 (g)      365  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    1,407       (246     1,161       (463     698       8       706  

Long-term debt

    7,018       (2     7,016       (1,816 )(f)      5,200       (1,169 )(f)      4,031  

Long-term operating lease liabilities

    298       (95     203       —         203       —         203  

Deferred income taxes

    600       (509 )(h)      91       —         91       —         91  

Long-term employee benefit obligations

    701       (7     694       —         694       —         694  

Other noncurrent liabilities

    199       (58     141       —         141       —         141  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  $ 10,223     $ (917 )    $ 9,306     $ (2,279 )    $ 7,027     $ (1,161 )    $ 5,866  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Common stock (Historical: 35,708,019 shares issued and outstanding with no par value; Pro forma: Common stock, 2,000,000,000 shares authorized, $0.001 par value, 175,434,000 shares issued and outstanding)

    —         —   (c)      —         —   (i)      —         —   (i)      —    

Additional paid in capital

    55       (22 )(c)      33       —   (i)      33       542 (i)      575  

Accumulated other comprehensive loss

    (624     181 (c)      (443     —   (i)      (443     —   (i)      (443

Retained earnings

    2,603       (1,250 )(c)      1,353       (414 )(i)      939       (36 )(i)      903  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity attributable to PTVE common stockholders

    2,034       (1,091     943       (414 )      529       506       1,035  

Non-controlling interests

    3       —         3       —         3       —         3  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

    2,037       (1,091     946       (414 )      532       506       1,038  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

  $ 12,260     $ (2,008 )    $ 10,252     $ (2,693 )    $ 7,559     $ (655 )    $ 6,904  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying Notes to Unaudited Pro Forma Consolidated Financial Data.

 

81


Unaudited Pro Forma Consolidated Statement of

Income For the Six Months Ended

June 30, 2020

(In Millions, Except Share and Per Share Data)

 

    Historical
Consolidated
    Adjustments
arising from
the GPC
Separation(d)
    Pro Forma
Group
after GPC
Separation
    Adjustments
arising from the
Corporate
Reorganization
    Pro Forma Group
after GPC
Separation and
Corporate
Reorganization
    Adjustments
arising
from the
Offering
    Total Pro Forma  

Net revenues

  $ 3,259     $ (940   $ 2,319       —       $ 2,319       —       $ 2,319  

Cost of sales

    (2,755     784       (1,971     —         (1,971     —         (1,971
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    504       (156     348       —         348       —         348  

Selling, general and administrative expenses

    (330     84       (246     —         (246     (1 )(g)      (247

Restructuring, asset impairment and other related charges

    (13     9       (4     —         (4     —         (4

Other income, net

    27       8       35       5 (g)      40       —         40  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income from continuing operations

    188       (55     133       5       138       (1     137  

Non-operating income, net

    33       —         33       —         33       —         33  

Interest expense, net

    (187     (1     (188     75 (f)      (113     39 (f)      (74
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before tax

    34       (56     (22     80       58       38       96  

Income tax benefit (expense)

    59       111       170       (20 )(h)      150       (10 )(h)      140  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) from continuing operations

  $ 93     $ 55     $ 148     $ 60     $ 208     $ 28     $ 236  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) per share from continuing operations:

             

Basic

  $ 2.58               $ 1.34  

Diluted

  $ 2.58               $ 1.34  

Weighted average shares outstanding:

             

Basic

    35,708,019                 175,525,003  

Diluted

    35,708,019                 175,573,634  

See accompanying Notes to Unaudited Pro Forma Consolidated Financial Data.

 

82


Unaudited Pro Forma Consolidated Statement of

Income For the Six Months Ended

June 30, 2019

(In Millions, Except Share and Per Share Data)

 

    Historical
Consolidated
    Adjustments
arising from
the GPC
Separation(d)
    Pro Forma
Group
after GPC
Separation
    Adjustments
arising from the
Corporate

Reorganization
    Pro Forma
Group after GPC
Separation and
Corporate

Reorganization
    Adjustments
arising from the
Offering
    Total
Pro Forma
 

Net revenues

  $ 3,594     $ (1,012   $ 2,582     $ —       $ 2,582     $ —       $ 2,582  

Cost of sales

    (3,019     870       (2,149     —         (2,149     —         (2,149
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    575       (142     433       —         433       —         433  

Selling, general and administrative expenses

    (324     87       (237     —         (237     (2 )(g)      (239

Restructuring, asset impairment and other related charges

    (24     18       (6     —         (6     —         (6

Other expense, net

    (7     (2     (9     5 (g)      (4     —         (4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income from continuing operations

    220       (39     181       5       186       (2     184  

Non-operating expense, net

    (2     —         (2     —         (2     —         (2

Interest expense, net

    (228     —         (228     67 (f)      (161     38 (f)      (123
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from continuing operations before tax

    (10     (39     (49     72       23       36       59  

Income tax expense

    (14     (2     (16     (18 )(h)      (34     (9 )(h)      (43
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income from continuing operations

  $ (24   $ (41   $ (65   $ 54     $ (11   $ 27     $ 16  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) per share from continuing operations:

             

Basic

  $ (0.70             $ 0.09  

Diluted

  $ (0.70             $ 0.09  

Weighted average shares outstanding:

             

Basic

    35,708,019                 175,434,000  

Diluted

    35,708,019                 175,502,073  

 

 

See accompanying Notes to Unaudited Pro Forma Consolidated Financial Data.

 

83


Unaudited Pro Forma Consolidated Statement of

Income For the Year Ended

December 31, 2019

(In Millions, Except Share and Per Share Data)

 

    Historical
Consolidated
    Adjustments
arising from
the GPC
Separation(d)
    Pro Forma
Group
after GPC
Separation
    Adjustments
arising from
the Corporate

Reorganization
    Pro Forma
Group after
GPC Separation

and Corporate
Reorganization
    Adjustments
arising from the
Offering
    Total
Pro Forma
 

Net revenues

  $ 7,115     $ (1,924   $ 5,191     $ —       $ 5,191     $ —       $ 5,191  

Cost of sales

    (5,999     1,655       (4,344     —         (4,344     —         (4,344
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    1,116       (269     847       —         847       —                 847  

Selling, general and administrative expenses

    (639     173       (466     —         (466     (3 )(g)      (469

Goodwill impairment charges

    (16     —         (16     —         (16     —         (16

Restructuring, asset impairment and other related charges

    (96     50       (46     —         (46     —         (46

Other expense, net

    (34     5       (29     10 (g)      (19     —         (19
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income from continuing operations

    331       (41     290       10       300       (3     297  

Non-operating expense, net

    (13     —         (13     —         (13     —         (13

Interest expense, net

    (432     (1     (433     113 (f)      (320     75 (f)      (245
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from continuing operations before tax

    (114     (42     (156     123       (33     72       39  

Income tax expense

    (54     (30     (84     (31 )(h)      (115     (17 )(h)      (132
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income from continuing operations

  $ (168   $ (72 )    $ (240 )    $ 92     $ (148   $ 55     $ (93
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) per share from continuing operations:

             

Basic

  $ (4.68             $ (0.52

Diluted

  $ (4.68         &nbs