Debt | Note 7. Debt Debt consisted of the following: As of As of Credit Agreement: U.S. Term Loans $ 1,327 $ 1,680 U.S. Revolving Loans 355 — Notes: 4.000 % Senior Secured Notes due 2027 1,000 1,000 4.375 % Senior Secured Notes due 2028 500 500 Pactiv Debentures: 7.950 % Debentures due 2025 217 217 8.375 % Debentures due 2027 167 167 Other 38 41 Total principal amount of borrowings 3,604 3,605 Deferred debt issuance costs (“DIC”) ( 10 ) ( 11 ) Original issue discounts, net of premiums (“OID”) ( 2 ) ( 8 ) 3,592 3,586 Less: current portion ( 20 ) ( 15 ) Long-term debt $ 3,572 $ 3,571 We were in compliance with all debt covenants during the six months ended June 30, 2024 and the year ended December 31, 2023. Credit Agreement PTVE and certain of its U.S. subsidiaries are parties to a senior secured credit agreement dated August 5, 2016 as amended (the “Credit Agreement”). As of June 30, 2024, the Credit Agreement comprised the following term and revolving tranches: Maturity Date Drawn Applicable Interest Rate Term Tranches U.S. Term Loans Tranche B-4 September 24, 2028 $ 1,327 SOFR (floor of 0.000 %) + 2.500 % Revolving Tranche (1) U.S. Revolving Loans May 1, 2029 $ 355 SOFR (floor of 0.000 %) + 2.500 % (1) The Revolving Tranche represents a $ 1,100 million facility. In addition to the value drawn, the facility includes $ 49 mill ion utilized in the form of letters of credit. We borrowed $ 391 million of our Revolving Tranche facility and repaid $ 36 million plus interest during the first half of 2024. On May 1, 2024, we amended the Credit Agreement to increase the capacity on our Revolving Tranche facility from $ 250 million to $ 1,100 million and extend the maturity date to May 1, 2029 . We also amended the applicable interest rate and other pricing terms, including by replacing the facility fee with a lower fee on unutilized capacity. On May 28, 2024, we further amended the Credit Agreement to replace the existing $ 990 million outstanding U.S. term loans Tranche B-3 with a new upsized $ 1,330 million of U.S. term loans Tranche B-4. The U.S. term loans Tranche B-4 will mature on September 24, 2028 . The $ 340 million proceeds from upsizing the U.S. term loans, together with the proceeds of a $ 350 million draw upon our Revolving Tranche facility, were used to prepay in full the $ 690 million of existing U.S. term loans Tranche B-2 maturing in February 2026 . The U.S. term loans Tranche B-4 have a lower interest rate relative to the U.S. term loans Tranche B-2 and B-3 that they replaced. There were no other material changes to the terms of the Credit Agreement as a result of these amendments. The weighted average contractual interest rates related to our U.S. term loans Tranche B-2, B-3 and B-4 for the six months ended June 30, 2024 were 8.70 %, 8.70 % and 7.88 %, respectively. The weighted average contractual interest rates related to our U.S. term loans Tranche B-2 and B-3 for the six months ended June 30, 2023 were 8.02 % and 8.05 %, respectively. Including the impact of interest rate swap agreements, which were entered into in the fourth quarter of 2022, the weighted average rates on our U.S. term loans were 7.47 % and 7.71 % for the six months ended June 30, 2024 and June 30, 2023, respectively. The effective interest rates of our debt obligations under the Credit Agreement are not materially different from the contractual interest rates. Refer to Note 8, Financial Instruments , for additional details regarding the interest rate swap agreements. PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Credit Agreement to the extent permitted by law. The borrowers and the guarantors have granted security over substantially all of their assets to support the obligations under the Credit Agreement. This security is expected to be shared on a first priority basis with the holders of the Notes. Indebtedness under the Credit Agreement may be voluntarily repaid, in whole or in part, and must be mandatorily repaid in certain circumstances. We are required to make quarterly amortization payments of 0.25 % of the initial principal amount of our U.S. term loans Tranche B-4. Additionally, we are required to make annual prepayments of term loans with up to 50 % of excess cash flow (which will be reduced to 25 % or 0 % if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due for the year ended December 31, 2023. The Credit Agreement contains customary covenants which restrict us from certain activities including, among others, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the Credit Agreement. Notes As of June 30, 2024, our outstanding notes were as follows: Maturity Date Interest Payment Dates 4.000 % Senior Secured Notes due 2027 October 15, 2027 April 15 and October 15 4.375 % Senior Secured Notes due 2028 October 15, 2028 April 15 and October 15 The effective interest rates of our debt obligations under the Notes are not materially different from the contractual interest rates. PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Notes (as defined below) to the extent permitted by law. The issuers and the guarantors have granted security over substantially all of their assets to support the obligations under the Notes. This security is expected to be shared on a first priority basis with the creditors under the Credit Agreement. The respective indentures governing the 4.000 % Senior Secured Notes due 2027 (the “4.000% Notes”) and the 4.375 % Senior Secured Notes due 2028 (together with the 4.000% Notes, the “Notes”) contain customary covenants which restrict us from certain activities including, among others, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Notes. Under the respective indentures governing the Notes, we can, at our option, elect to redeem the Notes under terms and conditions specified in the indentures. Under the respective indentures governing the Notes, in certain circumstances which would constitute a change in control, the holders of the Notes have the right to require us to repurchase the Notes at a premium. Pactiv Debentures As of June 30, 2024, our outstanding debentures (together, the “Pactiv Debentures”) were as follows: Maturity Date Interest Payment Dates 7.950 % Debentures due 2025 December 15, 2025 June 15 and December 15 8.375 % Debentures due 2027 April 15, 2027 April 15 and October 15 The effective interest rates of our debt obligations under the Pactiv Debentures are not materially different from the contractual interest rates. The Pactiv Debentures are not guaranteed and are unsecured. The indentures governing the Pactiv Debentures contain a negative pledge clause limiting the ability of certain of our entities, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Debentures) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property. The 8.375 % Debentures due 2027 may be redeemed at any time at our option, in whole or in part, at a redemption price equal to 100 % of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of the redemption. Other borrowings Other borrowings represented finance lease obligations of $ 38 million and $ 41 million as of June 30, 2024 and December 31, 2023, respectively. Scheduled maturities Below is a schedule of required future repayments on our debt outstanding as of June 30, 2024: 2024 $ 10 2025 236 2026 19 2027 1,187 2028 1,786 Thereafter 366 Total principal amount of borrowings $ 3,604 Fair value of our long-term debt The fair value of our long-term debt as of June 30, 2024 and December 31, 2023 is a Level 2 fair value measurement. Below is a schedule of carrying values and fair values of our debt outstanding: As of June 30, 2024 As of December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Credit Agreement U.S. Term Loans $ 1,325 $ 1,331 $ 1,672 $ 1,687 U.S. Revolving Loans 355 355 — — Notes: 4.000 % Senior Secured Notes due 2027 995 938 995 942 4.375 % Senior Secured Notes due 2028 497 468 496 471 Pactiv Debentures: 7.950 % Debentures due 2025 216 223 216 221 8.375 % Debentures due 2027 166 175 166 172 Other 38 38 41 41 Total $ 3,592 $ 3,528 $ 3,586 $ 3,534 Interest expense, net Interest expense, net consisted of the following: For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Interest expense: Credit Agreement - Term Loans $ 33 $ 43 $ 70 $ 86 Credit Agreement - Revolving Loans 3 — 3 — Notes 16 16 31 31 Pactiv Debentures 8 8 16 16 Interest income ( 1 ) ( 3 ) ( 2 ) ( 7 ) Amortization of DIC and OID 2 1 3 2 Loss on extinguishment of debt (1) 6 — 6 — Realized derivative gains ( 3 ) ( 2 ) ( 6 ) ( 3 ) Other 2 1 4 2 Interest expense, net $ 66 $ 64 $ 125 $ 127 (1) The loss on extinguishment of debt represented the write-off of unamortized DIC and OID as a result of the Credit Agreement amendment on May 28, 2024. |