Debt | Note 9. Debt Debt consisted of the following: As of As of September 30, December 31, 2021 2020 Credit Agreement $ 2,256 $ 2,457 Notes: 5.125% Senior Secured Notes due 2023 — 59 4.000% Senior Secured Notes due 2027 1,000 1,000 4.375% Senior Secured Notes due 2028 500 — Pactiv Debentures: 7.950% Debentures due 2025 276 276 8.375% Debentures due 2027 200 200 Other 45 12 Total principal amount of borrowings 4,277 4,004 Deferred financing transaction costs ("DIC") (17 ) (14 ) Original issue discounts, net of premiums ("OID") (13 ) (10 ) 4,247 3,980 Less: current portion (27 ) (15 ) Long-term debt $ 4,220 $ 3,965 We were in compliance with all debt covenants during the nine months ended September 30, 2021 and the year ended December 31, 2020 . As detailed in our Annual Report on Form 10-K for the year ended December 31, 2020, during the year ended December 31, 2020, we repaid portions of term loans, the securitization facility and notes totaling $8,944 million, for an aggregate price, including premiums, of $8,978 million, prior to maturity. This included repayments of $5,473 million of term loans, borrowings under the securitization facility and notes during the nine months ended September 30, 2020. The repayment of these borrowings resulted in a $5 million loss on extinguishment of debt reported within discontinued operations. Refer to Note 2, Discontinued Operations, 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”). The Credit Agreement comprises the following term and revolving tranches: Value Drawn or Utilized Applicable Interest Rate as of as of September 30, September 30, Maturity Date 2021 2021 Term Tranches U.S. term loans Tranche B-2 February 5, 2026 $ 1,241 LIBOR (floor of 0.000%) + 3.250% U.S. term loans Tranche B-3 September 24, 2028 $ 1,015 LIBOR (floor of 0.500%) + 3.500% Revolving Tranche (1) U.S. Revolving Loans August 5, 2024 $ 43 — (1) The Revolving Tranche represents a $250 million facility. The amount utilized is in the form of letters of On September 24, 2021, we incurred $1,015 million of term loans (“U.S. term loans Tranche B-3”) maturing on September 24, 2028. The weighted average contractual interest rates related to our U.S. term loans Tranche B-1 for the nine months ended September 30, 2021 and 2020 were 2.86% and 3.70%, respectively. The weighted average contractual interest rates related to our U.S. term loans Tranche B-2 and Tranche B-3 for the nine months ended September 30, 2021 were 3.36% and 4.00%, respectively. The effective interest rates of our debt obligations under the Credit Agreement 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 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 principal amount of U.S. term loans. 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 in 2020 or are due in 2021 for the year ended December 31, 2020. Notes Outstanding Notes, as of September 30, 2021, are summarized below: Description Maturity date Semi-annual interest payment dates 4.000% Senior Secured Notes due 2027 October 15, 2027 April 15 and October 15, commencing April 15, 2021 4.375% Senior Secured Notes due 2028 October 15, 2028 April 15 and October 15, commencing April 15, 2022 On September 24, 2021, we issued $500 million aggregate principal amount of 4.375% senior secured notes maturing on October 15, 2028 (“4.375% Notes”). On February 16, 2021, we repaid the remaining $59 million of the 5.125% senior secured notes at a price of 101.281%. The early repayment of these senior secured notes resulted in a loss on extinguishment of debt of $1 million in respect of the premium on redemption, which was recognized in interest expense, net. PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Notes 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 (“4.000% Notes”) and the 4.375% Notes (together with the 4.000% Notes, the “Notes”) contain customary covenants which restrict us from certain activities including, among other things, 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 September 30, 2021, we had outstanding the following debentures (together, the “Pactiv Debentures”): Description Maturity date Semi-annual 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 include finance lease obligations of $45 million and $12 million as of September 30, 2021 and December 31, 2020, respectively. Scheduled Maturities Below is a schedule of required future repayments on our debt outstanding as of September 30, 2021: 2021 $ 7 2022 27 2023 27 2024 27 2025 303 Thereafter 3,886 Total principal amount of borrowings $ 4,277 Fair value of our long-term debt The fair value of our long-term debt as of September 30, 2021 and December 31, 2020 is a Level 2 fair value measurement. Below is a schedule of carrying values and fair values of our debt outstanding: As of September 30, 2021 As of December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Credit Agreement $ 2,244 $ 2,246 $ 2,447 $ 2,443 Notes: 5.125% Senior Secured Notes due 2023 — — 59 60 4.000% Senior Secured Notes due 2027 991 992 991 1,024 4.375% Senior Secured Notes due 2028 495 502 — — Pactiv Debentures: 7.950% Debentures due 2025 273 310 273 318 8.375% Debentures due 2027 199 229 198 235 Other 45 45 12 12 Total $ 4,247 $ 4,324 $ 3,980 $ 4,092 Interest expense, net Interest expense, net consisted of the following: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Interest expense: Securitization Facility $ — $ — $ — $ 6 Credit Agreement 19 21 58 87 Notes 11 36 31 123 Pactiv Debentures 11 11 30 30 Interest income, related party (1) — (3 ) — (9 ) Interest income, other (1 ) — (2 ) (6 ) Amortization: Deferred financing transaction costs (2) — 3 2 12 Original issue discounts 1 — 2 3 Derivative losses — 1 — 15 Net foreign currency exchange losses (gains) — 6 — — Loss on extinguishment of debt: Write-off of unamortized DIC and OID 1 7 1 7 Redemption premiums — 3 1 3 Other (3) 15 2 18 4 Interest expense, net (4) $ 57 $ 87 $ 141 $ 275 (1) Refer to Note 16, Related Party Transactions, for additional details (2) The amount for the nine months ended September 30, 2020 includes an adjustment of $5 million related to prior periods. (3 ) Includes $5 million of fees incurred during the three and nine months ended September 30, 2021 in relation to entering into a commitment letter with certain financial institutions for a senior secured incremental term loan facility in an aggregate principal amount of up to $300 million. The commitment letter terminated on September 24, 2021. Also includes $9 million of third party costs incurred during the three and nine months ended September 30, 2021 in relation to the incurrence of U.S. term loans Tranche B-3. (4 ) Amounts presented in the above table exclude interest expense and amortization of deferred financing transaction costs in respect of our 5.750% Senior Secured Notes which were due 2020. Such amounts are presented within discontinued operations as these senior secured notes were required to be repaid in conjunction with the distribution of RCPI. |