Debt | Note 8. Debt Debt consisted of the following: As of As of March 31, December 31, 2022 2021 Credit Agreement $ 2,244 $ 2,250 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 276 276 8.375% Debentures due 2027 200 200 Other 51 53 Total principal amount of borrowings 4,271 4,279 Deferred financing transaction costs (“DIC”) (16 ) (17 ) Original issue discounts, net of premiums (“OID”) (12 ) (12 ) 4,243 4,250 Less: current portion (30 ) (30 ) Long-term debt $ 4,213 $ 4,220 We were in compliance with all debt covenants during the three months ended March 31, 2022 and the year ended December 31, 2021 . On September 24, 2021, we incurred $1,015 million of term loans (“U.S. term loans tranche B-3”) and issued $500 million aggregate principal amount of 4.375% senior secured notes (“4.375% Notes”). A portion of the net proceeds from the U.S. term loans Tranche B-3, along with the net proceeds from the 4.375% Notes, was used to repay the $1,207 million of existing U.S. term loans Tranche B-1 maturing in February 2023, including accrued interest, extinguishing this tranche of borrowings. The balance of the net proceeds from the U.S. term loans Tranche B-3 was used to partially fund the acquisition of Fabri-Kal. During the three months ended March 31, 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. 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 as of Applicable Interest Rate as of Maturity Date March 31, 2022 March 31, 2022 Term Tranches U.S. term loans Tranche B-2 February 5, 2026 $ 1,234 LIBOR (floor of 0.000%) + 3.250% U.S. term loans Tranche B-3 September 24, 2028 $ 1,010 LIBOR (floor of 0.500%) + 3.500% Revolving Tranche (1) U.S. Revolving Loans August 5, 2024 $ 44 — (1) The Revolving Tranche represents a $250 million facility. The amount utilized is in the form of letters of The weighted average contractual interest rates related to our U.S. term loans Tranche B-2 and Tranche B-3 for the three months ended March 31, 2022 were 3.39% and 4.00%, respectively. The weighted average contractual interest rates related to our U.S. term loans Tranche B-1 and B-2 for the three months ended March 31, 2021 were 2.88% and 3.38%, 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 2021 or are due in 2022 for the year ended December 31, 2021. The Credit Agreement contains 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 Credit Agreement. Notes Outstanding Notes, as of March 31, 2022, are summarized below: 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, commencing April 15, 2022 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 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 March 31, 2022, we had outstanding the following debentures (together, the “Pactiv Debentures”): 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 $51 million and $53 million as of March 31, 2022 and December 31, 2021, respectively. Scheduled Maturities Below is a schedule of required future repayments on our debt outstanding as of March 31, 2022: 2022 $ 23 2023 30 2024 29 2025 304 2026 1,202 Thereafter 2,683 Total principal amount of borrowings $ 4,271 Fair value of our long-term debt The fair value of our long-term debt as of March 31, 2022 and December 31, 2021 is a Level 2 fair value measurement. Below is a schedule of carrying values and fair values of our debt outstanding: As of March 31, 2022 As of December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Credit Agreement $ 2,233 $ 2,188 $ 2,239 $ 2,243 Notes: 4.000% Senior Secured Notes due 2027 992 930 991 975 4.375% Senior Secured Notes due 2028 495 461 495 497 Pactiv Debentures: 7.950% Debentures due 2025 273 283 273 305 8.375% Debentures due 2027 199 207 199 222 Other 51 51 53 53 Total $ 4,243 $ 4,120 $ 4,250 $ 4,295 Interest expense, net Interest expense, net consisted of the following: For the Three Months Ended March 31, 2022 2021 Interest expense: Credit Agreement $ 21 $ 19 Notes 15 10 Pactiv Debentures 10 10 Interest income — (1 ) Amortization: DIC 1 1 Net foreign currency exchange losses 1 1 Loss on extinguishment of debt: Redemption premiums — 1 Other 1 1 Interest expense, net $ 49 $ 42 |