Core Viewpoint - Pactiv Evergreen Inc. has received all necessary regulatory approvals for its acquisition by Novolex at a price of $18.00 per share in cash, with the transaction expected to close on April 1, 2025 [1][2]. Company Overview - Pactiv Evergreen is a leading manufacturer and distributor of fresh foodservice and food merchandising products, as well as fresh beverage cartons in North America [3]. - The company offers a wide range of products designed to protect, package, and display food and beverages, many of which are made from recycled, recyclable, or renewable materials [3]. - Pactiv Evergreen serves a diverse customer base, including restaurants, foodservice distributors, retailers, and food and beverage producers [3]. Transaction Details - Following the completion of the acquisition, Pactiv Evergreen will become a privately held company, and its common stock will be delisted from Nasdaq [2]. - Goldman Sachs & Co. LLC and Lazard Frères & Co. LLC are serving as financial advisors, while Paul Hastings LLP is the legal advisor for Pactiv Evergreen [2].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission File Number 001-39528 PACTIV EVERGREEN INC. (Exact name of Registrant as specified in its Charter) Delaware 88-0927268 (State o ...

Core Points - Pactiv Evergreen Inc. announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in relation to its acquisition by Novolex for $18.00 per share in cash [1][2] - The transaction is expected to close in the second quarter of 2025, pending foreign antitrust approvals and other customary closing conditions [2] - Upon completion, Pactiv Evergreen will become a privately held company, and its common stock will no longer be listed on Nasdaq [2] Company Overview - Pactiv Evergreen is a leading manufacturer and distributor of fresh foodservice and food merchandising products, as well as fresh beverage cartons in North America [3] - The company produces a wide range of products designed to protect, package, and display food and beverages, many of which are made from recycled, recyclable, or renewable materials [3] - Its products are sold to a diverse customer base, including restaurants, foodservice distributors, retailers, and food and beverage producers [3]

Core Points - Pactiv Evergreen's molded fiber egg cartons and filler flats have received certification from the Forest Stewardship Council (FSC) for being made from 100 percent recycled materials, aligning with the company's commitment to sustainability [1][2][4] - The certification applies to products manufactured at facilities located in Macon, Georgia; City of Industry, California; Moorhead, Minnesota; and Chihuahua, Mexico [2] - The company will showcase its FSC-Recycled labeled molded fiber egg packaging at the International Production & Processing Expo (IPPE) in Atlanta, Georgia, from January 28-30, 2025 [3] - Pactiv Evergreen emphasizes transparency and third-party verification in its sustainability claims, reinforcing trust in its environmentally responsible products [4] Company Overview - Pactiv Evergreen is a leading manufacturer and distributor of fresh foodservice and food merchandising products in North America, producing a wide range of products that protect, package, and display food and beverages [4]

Core Insights - Pactiv Evergreen Inc. (PTVE) is showing potential as a technical investment due to a recent "golden cross" formation, where the 50-day simple moving average has crossed above the 200-day simple moving average, indicating a possible bullish breakout [1][2] - The stock has experienced a significant increase of 41.9% over the past four weeks, suggesting strong upward momentum [1] - PTVE holds a 3 (Hold) rating on the Zacks Rank, indicating that it may be positioned for further gains [1] Technical Analysis - A golden cross is characterized by a short-term moving average crossing above a long-term moving average, typically involving the 50-day and 200-day averages, which are considered to form stronger breakouts [1] - The successful golden cross event consists of three stages: the stock price bottoms out, the shorter moving average crosses above the longer one, and the stock maintains upward momentum [1] - The golden cross is contrasted with a death cross, which signals potential bearish price movement [1] Earnings Outlook - PTVE's earnings outlook for the current quarter appears positive, with no downward revisions in earnings estimates over the past two months and one upward revision, leading to an increase in the Zacks Consensus Estimate [2] - The combination of positive earnings revisions and favorable technical indicators suggests that investors may want to monitor PTVE for potential gains in the near future [2]

Financial Data and Key Metrics Changes - The company reported its third quarter 2024 earnings, with specific financial metrics discussed during the call [3][4]. Business Line Data and Key Metrics Changes - Detailed performance across various business lines was expected to be covered in the supplemental earnings presentation [3]. Market Data and Key Metrics Changes - Insights into market performance and metrics were anticipated to be included in the management's remarks [3]. Company Strategy and Development Direction and Industry Competition - The management emphasized the importance of strategic initiatives and competitive positioning within the industry [3]. Management's Comments on Operating Environment and Future Outlook - Management provided forward-looking statements regarding guidance for 2024, highlighting potential risks and uncertainties that could impact actual results [4]. Other Important Information - The company reminded participants of the risks associated with forward-looking statements and referenced recent SEC filings for more detailed information [4]. Q&A Session All Questions and Answers - The Q&A session was expected to address various inquiries from analysts regarding the company's performance and outlook, but specific questions and answers were not provided in the available content [3].

pactiv ື evergreen" 3Q 2024 Earnings Presentation Results through September 30, 2024 November 12, 2024 Important Information Forward-Looking Statements and Other Information This presentation contains forward-looking statements. All statements contained in this presentation other than statements of historical fact are forward-looking statements, including but not limited to statements regarding our guidance as to our future financial and operational results. In some cases, you can identify forward-looking s ...

Group 1: Earnings Performance - Pactiv Evergreen Inc. reported quarterly earnings of $0.36 per share, exceeding the Zacks Consensus Estimate of $0.33 per share, and up from $0.32 per share a year ago, representing an earnings surprise of 9.09% [1] - The company posted revenues of $1.33 billion for the quarter ended September 2024, which missed the Zacks Consensus Estimate by 0.43%, and compared to year-ago revenues of $1.38 billion [2] - Over the last four quarters, Pactiv Evergreen has surpassed consensus EPS estimates three times and topped consensus revenue estimates two times [2] Group 2: Stock Performance and Outlook - Pactiv Evergreen shares have declined approximately 12.5% since the beginning of the year, contrasting with the S&P 500's gain of 25.8% [3] - The company's earnings outlook is crucial for investors, as it includes current consensus earnings expectations for upcoming quarters and any recent changes to these expectations [4] - The current consensus EPS estimate for the coming quarter is $0.36 on revenues of $1.23 billion, and for the current fiscal year, it is $1.06 on revenues of $5.16 billion [7] Group 3: Industry Context - The Containers - Paper and Packaging industry, to which Pactiv Evergreen belongs, is currently ranked in the bottom 44% of over 250 Zacks industries, indicating potential challenges for stock performance [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5] - The current estimate revisions trend for Pactiv Evergreen is mixed, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market [6]

Financial Performance - Total net revenues for the three months ended September 30, 2024 decreased by $46 million, or 3%, to $1,333 million compared to the prior year period[74] - Adjusted EBITDA from continuing operations for the three months ended September 30, 2024 was $214 million, a decrease of $13 million, or 6%, compared to $227 million in the prior year[74] - Gross profit for the three months ended September 30, 2024 was $255 million, representing 19% of total net revenues, down from 20% in the prior year[74] - The company experienced a net loss from continuing operations of $213 million for the three months ended September 30, 2024, compared to a net income of $30 million in the prior year[74] - Total net revenues for the three months ended September 30, 2024 decreased by $313 million, or 7%, to $3,923 million compared to the prior year period[80] - Adjusted EBITDA from continuing operations for the three months ended September 30, 2024 decreased by $68 million, or 11%, to $565 million compared to the prior year period[81] - Loss from continuing operations for the three months ended September 30, 2024 was $183 million compared to a loss of $244 million in the prior year period[80] - Foodservice total segment net revenues for the three months ended September 30, 2024 decreased by $5 million, or 1%, to $670 million compared to the prior year period[77] - Food and Beverage Merchandising total segment net revenues for the three months ended September 30, 2024 decreased by $45 million, or 6%, to $667 million compared to the prior year period[78] - Total segment net revenues for Food and Beverage Merchandising decreased by $366 million, or 15%, to $2,001 million for the nine months ended September 30, 2024 compared to the prior year period[84] - Adjusted EBITDA for Food and Beverage Merchandising decreased by $36 million, or 11%, to $304 million for the nine months ended September 30, 2024 compared to the prior year period[84] Expenses and Costs - Selling, general and administrative expenses decreased by $22 million, or 16%, to $115 million for the three months ended September 30, 2024[74] - Selling, general and administrative expenses for the three months ended September 30, 2024 decreased by $33 million, or 8%, to $370 million compared to the prior year period[81] - Cost of sales for the three months ended September 30, 2024 decreased by $532 million, or 14%, to $3,224 million compared to the prior year period[81] - Restructuring, asset impairment and other related charges for the three months ended September 30, 2024 increased by $310 million to $338 million compared to the prior year period[76] Asset Management and Sales - The company recognized an impairment charge of $314 million related to the assets and liabilities of the Beverage Merchandising reporting unit classified as held for sale[68] - The company received preliminary proceeds of $83 million from the sale of its Pine Bluff, Arkansas mill and Waynesville, North Carolina extrusion facility, which closed on October 1, 2024[68] Strategic Initiatives - The Beverage Merchandising Restructuring plan aims to increase production efficiency and reduce ongoing capital expenditures and overhead costs[68] - The Footprint Optimization plan was approved to enhance manufacturing and warehousing efficiency, contributing to improved operating performance[71] Cash Flow and Liquidity - Net cash provided by operating activities was $305 million for the nine months ended September 30, 2024, a decrease from $453 million in the prior year period[86] - Cash and cash equivalents on-hand as of September 30, 2024 were $168 million, with $724 million available under the revolving credit facility[90] - The company expects to make cash payments between $240 million and $250 million for capital expenditures during 2024[89] - Liquidity position improved due to the amendment of the Credit Agreement, increasing availability under the Revolving Tranche facility[89] - Net cash outflows decreased by $281 million, or 94%, compared to the prior year period, primarily due to a decrease in cash used in financing activities[85] - The company anticipates annual cash interest obligations on borrowings to be approximately $220 million based on the one-month SOFR as of September 30, 2024[88] Dividends - The company declared a dividend of $0.10 per share to be paid on December 13, 2024, maintaining cash dividends of $54 million for the nine months ended September 30, 2024[87] Market Conditions - The company anticipates continued price sensitivity from customers due to sustained high levels of inflation impacting consumer spending[67]

Financial Performance - Net revenues for Q3 2024 were $1,333 million, down 3% from $1,379 million in Q3 2023 and approximately flat compared to $1,338 million in Q2 2024[1]. - Net loss from continuing operations was $213 million, or $1.18 per diluted share, compared to net income of $28 million, or $0.15 per diluted share, in Q3 2023[2]. - Adjusted EBITDA for Q3 2024 was $214 million, down from $227 million in Q3 2023, while Adjusted EPS was $0.36, up from $0.32 in Q3 2023[2]. - Total net revenues for the three months ended September 30, 2024, were $1,333 million, a decrease of 3.3% from $1,379 million in the same period last year[12]. - The company reported a net loss of $213 million for the three months ended September 30, 2024, compared to a net income of $30 million in the same period last year[12]. - Net loss for the quarter ended September 30, 2024, was $213 million, compared to a net income of $20 million for the previous quarter[14]. - Adjusted EBITDA for the quarter was $214 million, an increase from $183 million in the previous quarter but a decrease from $227 million in the same quarter last year[16]. Segment Performance - The Foodservice segment reported net revenues of $670 million for Q3 2024, a decrease of 1% from $675 million in Q3 2023[3]. - The Food and Beverage Merchandising segment had net revenues of $667 million for Q3 2024, down 6% from $712 million in Q3 2023[4]. - The Foodservice segment generated revenues of $670 million, slightly up from $668 million in the previous quarter[15]. Debt and Equity - Total outstanding debt as of September 30, 2024, was $3,495 million, with net debt declining by $278 million since December 31, 2022[8]. - Long-term debt stood at $3,489 million as of September 30, 2024, a decrease from $3,593 million a year earlier[13]. - The company has a total equity attributable to common shareholders of $1,085 million as of September 30, 2024, down from $1,300 million a year ago[13]. Cash Flow and Liquidity - Cash and cash equivalents as of September 30, 2024, were $168 million, a significant decrease from $233 million a year earlier[13]. - Cash provided by operating activities was $244 million, a significant increase from $94 million in the previous quarter[14]. - Cash, cash equivalents, and restricted cash at the end of the period totaled $168 million, up from $95 million at the end of the previous quarter[14]. - The company had net cash used in investing activities of $53 million, compared to $42 million in the previous quarter[14]. - The company paid $18 million in dividends to common shareholders during the quarter, consistent with the previous quarter[14]. Impairments and Charges - The company reported a $322 million impairment charge related to the divestiture of the Pine Bluff, Arkansas mill and the Waynesville, North Carolina extrusion facility[2]. - The company incurred $336 million in restructuring charges related to Beverage Merchandising during the quarter[17]. Guidance and Strategy - The company updated its full-year 2024 Adjusted EBITDA guidance to a range of $800 million to $810 million[8]. - The company emphasized a focus on innovation and extending reach beyond conventional channels as part of its growth strategy[8]. - The company anticipates continued focus on innovation and identifying opportunities to extend its reach beyond conventional channels[10]. - The management emphasizes the importance of non-GAAP financial measures like Adjusted EPS and Free Cash Flow for evaluating operational performance and liquidity[11]. Dividends - The company declared a dividend of $0.10 per share, payable on December 13, 2024, to shareholders of record as of December 2, 2024[8].