Reynolds completes premium, asset sale tender offers, calls 7 1/8% notes

By Jennifer Chiou

New York, March 17 – Reynolds Group Holdings Ltd. announced the final results for its previously announced offers to purchase several series of its senior secured notes and senior notes.

According to a press release, the offers ended at 11:59 p.m. on March 16, which coincided with the previously extended early tender deadline for five series of senior notes. The early tender deadline had been 11:59 p.m. ET on March 3.

As previously reported, the notes are included in the company’s premium tender offers announced on Feb. 17 and conducted by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) SA.

The previously set expiration of withdrawal rights for each of the offers of 11:59 p.m. ET on March 3 was not extended.

As stated, the company accepted tenders at the following prices for the following notes series:

• For the senior secured notes, in order of priority, the companies’ 7 1/8% senior secured notes due 2019 at a price of $1,039.00 per $1,000 principal amount and their 7 7/8% senior secured notes due 2019 at a price of $1,065.00 per $1,000 principal amount; and

• For the senior notes, in order of priority, their 9% senior notes due 2019 at a price of $1,050.00 per $1,000 principal amount, their 8½% senior notes due 2018 at a price of $1,032.00 per $1,000 principal amount and their 9 7/8% senior notes due 2019 at a price of $1,082.50 per $1,000 principal amount.

All of the prices include an early tender payment of $30.00 per $1,000 principal amount that will be paid to holders who tendered by the early deadline.

The prices do not include accrued and unpaid interest.

Under the premium tender offers, the company took in tenders for $689.85 million, or 45.99%, of the outstanding $1.5 billion of 7 1/8% notes, $873.49 million, or 58.23%, of the outstanding $1.5 billion of 7 7/8% notes, $885.67 million, or 59.04%, of the outstanding $1.5 billion of 9% notes, $330.13 million, or 33.01%, of the outstanding $1 billion of 8½% notes and $1,372,508,000, or 61.24%, of the outstanding $2,241,050,000 of 9 7/8% notes.

Because the total amount exceeded the maximum premium senior notes tender amount, 70.64% of the 9 7/8% notes are expected to be accepted for purchase on a pro rata basis.

The maximum senior secured notes asset sale offer tender amount was $4,225,000,000.

Asset sale tender offers

In the asset sale tender offers, the company offered par for the notes, as specified in the indentures.

The asset sale tender offers were as follows. In each case, the maximum tender amount was specified in the offer to purchase:

• Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) SA were offering to buy their $1.5 billion of 7 1/8% senior secured notes due 2019, $1.5 billion of 7 7/8% senior secured notes due 2019, $3.25 billion of 5¾% senior secured notes due 2020 and $1 billion of 6 7/8% senior secured notes due 2021.

Tenders were received for $100,000 of the 7 1/8% notes, none of the 7 7/8% notes, $12.95 million of the 5¾% notes, $5.3 million of the 6 7/8% notes;

• Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) were offering to buy their $1.5 billion of 9% senior notes due 2019, $1 billion of 8½% senior notes due 2018, $2,241,050,000 of 9 7/8% senior notes due 2019 and $1 billion of 8¼% senior notes due 2021.

Tenders were received for $850,000 of the 9% notes, none of the 8½% notes, none of the 9 7/8% notes and $4.91 million of the 8¼% notes; and

• Beverage Packaging Holdings (Luxembourg) II SA and Beverage Packaging Holdings II Issuer Inc. wee offering to buy their $650 million 5 5/8% senior notes due 2016. Tenders were received for $7,655,000 of these notes.

The asset sale offers ended at 11:59 p.m. ET on March 16.

Note redemption

The issuers announced they will call for redemption $218,313,000 aggregate principal amount of their 7 1/8% notes due 2019 at a price equal to 103.563 plus accrued interest.

The redemption date is April 16.

The company already said that it will have $4,225,000,000 of proceeds from the sale of its SIG Combibloc business available to fund its tender offers in a 6-K filing with the Securities and Exchange Commission.

When the offers began Feb. 17, the company anticipated that the amount of proceeds would be $4.15 billion and said it would announce the precise amount of net proceeds available at least six business days before the transaction closes.

The company’s credit agreement lenders waived their right to have their term loans prepaid with part of the proceeds from the SIG sale.

Credit Suisse Securities (USA) LLC (212 538-2147 or 800 820-1653) was the dealer manager for all the tender offers. D.F. King & Co., Inc. (800 591-8238, 212 269-5550, or reynolds@dfking.com) was the information agent and tender agent.

Reynolds is a Lake Forest, Ill., manufacturer of consumer food and beverage packaging and storage products.

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