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- F-4/A Registration of securities (foreign)
- 3.67 Fifteenth Amendment and Restatement of the Articles of Association
- 3.237 Amended and Restated Operating Agreement of Graham Packaging Minster LLC
- 3.245 Articles of Incorporation of International Tray Pads & Packaging, Inc.
- 3.246 By-laws of International Tray Pads & Packaging, Inc.
- 3.247 Articles of Association of Beverage Packaging Holdings (Luxembourg) V S.a.
- 4.2.19 Nineteenth Supplemental Indenture to the 8.50% Senior Notes
- 4.2.20 Twentieth Supplemental Indenture to the 8.50% Senior Notes
- 4.3.18 Eighteenth Supplemental Indenture to the 7.125% Senior Secured Notes
- 4.3.19 Nineteenth Supplemental Indenture to the 7.125% Senior Secured Notes
- 4.4.18 Eighteenth Supplemental Indenture to the 9.000% Senior Notes
- 4.4.19 Nineteenth Supplemental Indenture to the 9.000% Senior Notes Due 2019 Indenture
- 4.5.16 Sixteenth Supplemental Indenture to the 6.875% Senior Secured Notes
- 4.5.17 Seventeenth Supplemental Indenture to the 6.875% Senior Secured Notes
- 4.6.35 Sixteenth Supplemental Indenture to the 8.250% Senior Notes
- 4.6.36 Seventh Senior Secured Notes Supplemental Indenture to the 7.875% Senior Notes
- 4.6.37 Seventh Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.38 Eighth Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.39 Fifth Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.40 Sixth Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.41 5.750% Senior Secured Notes Due 2020 Indenture
- 4.6.42 First Senior Secured Notes Supplemental Indenture to the 5.750% Senior Notes
- 4.6.43 Seventeenth Supplemental Indenture to the 8.250% Senior Notes
- 4.6.44 Eighth Senior Secured Notes Supplemental Indenture to the 7.875% Senior Notes
- 4.6.45 Ninth Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.46 Seventh Senior Notes Supplemental Indenture to the 9.875% Senior Notes
- 4.6.47 Second Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured
- 4.12.15 Registration Rights Agreement to the 5.750% Senior Secured Notes
- 4.12.16 Joinder to the 5.750% Senior Secured Notes
- 4.13.35 Supplement NO.36 to the Collateral Agreement
- 4.13.36 Supplement NO.37 to the Collateral Agreement
- 4.14.5 Joinder to the First Lien Intercreditor Agreement
- 4.15.8 Accession Agreement
- 4.15.9 Acession Deed to the Intercreditor Agreement, Dated November 7, 2012
- 4.15.10 Accession Deed to the Intercreditor Agreement, Dated December 14, 2012
- 4.524 Eighth Amendment to Quota Pledge Agreement
- 4.525 Confirmation Agreement
- 4.526 Account Pledge Agreement, Dated November 7, 2012
- 4.527 Account Pledge Agreement, Dated November 7, 2012
- 4.528 Pledge Agreement Relating to Shares In Sig Euro Holding Ag & Co. KG Aa
- 4.529 Amendment Agreement No. 5
- 4.530 Confirmation and Amendment Agreement, Dated November 7, 2012
- 4.531 Fifth Amendment to Quota Pledge Agreement
- 4.532 Seventh Amendment to Pledge Agreement
- 4.533 Fifth Amendment to Accounts Pledge Agreement
- 4.534 Fifth Amendment to Pledge Agreement Over Inventory
- 4.535 Fifth Amendment to Accounts Pledge Agreement
- 4.536 Seventh Amendment to Pledge Agreement
- 4.537 Fifth Amendment to Quota Pledge Agreement
- 4.538 Account Pledge Agreement
- 4.539 Account Pledge Agreement
- 4.540 Account Pledge Agreement
- 4.541 Account Pledge Agreement
- 4.542 Account Pledge Agreement
- 4.543 Account Pledge Agreement
- 4.544 Account Pledge Agreement
- 4.545 Account Pledge Agreement
- 4.546 Account Pledge Agreement
- 4.547 Account Pledge Agreement
- 4.548 Account Pledge Agreement
- 4.549 Account Pledge Agreement
- 4.550 Account Pledge Agreement
- 4.551 Account Pledge Agreement
- 4.552 Account Pledge Agreement
- 4.553 Account Pledge Agreement
- 4.554 Account Pledge Agreement
- 4.555 Account Pledge Agreement
- 4.556 Non Notarial Share and Interest Pledge Agreement
- 4.557 Notarial Share Pledge Agreement
- 4.558 Non-accessory Security Confirmation and Amendment Agreement
- 4.559 Deed of Confirmation and Amendment Relating to a Debenture
- 4.560 Deed of Confirmation and Amendment Relating to a Share Charge
- 4.561 Deed of Confirmation and Amendment Relating to a Debenture
- 4.562 Deed of Confirmation and Amendment Relating to a Share Charge
- 4.563 Deed of Confirmation and Amendment Relating to a Share Charge
- 4.564 Amendment Agreement No. 6 Relating to a Floating Charge Agreement
- 4.565 Amendment Agreement No. 6 Relating to a Charge
- 4.566 Amendment Agreement No. 6 Relating to a Fixed Charge Agreement
- 4.567 Amendment Agreement No. 6 Relating to a Quota Charge Agreement
- 4.568 Confirmation Agreement In Respect of Luxembourg Security
- 4.569 Confirmation Agreement In Respect of Luxembourg Security
- 4.570 Pledge Over Receivables Agreement
- 4.571 Pledge Over Cpecs Agreement
- 4.572 Acknowledgement Agreement In Respect of a Floating Lien Pledge Agreement
- 4.573 Acknowledgement Agreement In Respect of a Security Trust Agreement
- 4.574 Acknowledgement Agreement In Respect of Equity Interests Pledge Agreement
- 4.575 Confirmation and Amendment Agreement
- 4.576 Deed of Confirmation and Amendment
- 4.577 Deed of Confirmation and Amendment
- 4.578 Deed of Confirmation and Amendment
- 4.579 Deed of Confirmation and Amendment
- 4.580 Deed of Confirmation and Amendment
- 4.581 Deed of Confirmation and Amendment
- 4.582 Deed of Confirmation and Amendment
- 4.583 Deed of Confirmation and Amendment
- 4.584 Deed of Confirmation and Amendment
- 4.585 Deed of Confirmation and Amendment
- 4.586 Deed of Confirmation and Amendment
- 4.587 Deed of Confirmation and Amendment
- 4.588 Deed of Confirmation and Amendment
- 4.589 Deed of Confirmation and Amendment
- 4.590 Deed of Confirmation and Amendment
- 4.591 Deed of Confirmation and Amendment
- 4.592 Deed of Confirmation and Amendment
- 4.593 Deed of Confirmation and Amendment
- 4.594 Deed of Confirmation and Amendment
- 4.595 Deed of Confirmation and Amendment
- 4.596 Deed of Confirmation and Amendment
- 4.597 Security Over Cash Agreement
- 4.598 Pledge Over Shares Agreement
- 4.599 Pledge Over Bank Accounts Agreement
- 4.600 Termination and Release Agreement
- 5.1 Opinion of Debevoise & Plimpton LLP (New York)
- 5.2 Opinion of Richards, Layton & Finger, P.a.
- 5.3 Opinion of Sher Garner Cahill Richter Klein Mcallister and Hilbert L.L.C.
- 5.6 Opinion of Roberts & Stevens, P.a.
- 5.7 Opinion of Corrs Chambers Westgarth
- 5.8 Opinion of Schoenherr Rechtsanwaelte GMBH
- 5.9 Opinion of Levy & Salomao Advogados
- 5.10 Opinion of Harney Westwood & Riegels
- 5.11 Opinion of Blake, Cassels & Graydon LLP
- 5.12 Opinion of Pacheco Coto
- 5.13 Opinion of Carey Olsen LLP
- 5.14 Opinion of Debevoise & Plimpton LLP (Germany)
- 5.15 Opinion of Freshfields Bruckhaus Deringer LLP (Hong Kong)
- 5.16 Opinion of Oppenheim Ugyvedi Iroda
- 5.17 Opinion of Freshfields Bruckhaus Deringer LLP (Japan)
- 5.18 Opinion of Loyens & Loeff, Avocats a La Cour
- 5.19 Opinion of Borda Y Quintana, S.C.
- 5.20 Opinion of Freshfields Bruckhaus Deringer LLP (Netherlands)
- 5.21 Opinion of Bell Gully
- 5.22 Opinion of Pestalozzi Attorneys at Law LTD
- 5.23 Opinion of Weerawong, Chinnavat & Peangpanor LTD.
- 5.24 Opinion of Debevoise & Plimpton LLP (London)
- 5.25 Opinion of Ballard Spahr LLP
- 5.26 Opinion of Blank Rome LLP
- 5.27 Opinion of Vorys, Sater, Seymour and Pease LLP
- 5.28 Opinion of Jones Waldo Holbrook & Mcdonough, PC
- 10.1.78 Amendment No. 7 and Incremental Term Loan Assumption Agreement
- 10.1.80 Guarantor Joinder to the Credit Agreement
- 10.1.81 Guarantor Joinder to the Credit Agreement
- 10.2.90 Supplemental Indenture to the 8% Senior Notes Due 2016 Indenture
- 10.2.91 Supplemental Indenture to the 8% Senior Notes Due 2016 Indenture
- 10.3.90 Supplemental Indenture to the 9.5% Senior Subordinated Notes Due 2017 Indenture
- 10.3.91 Supplemental Indenture to the 9.5% Senior Subordinated Notes Due 2017 Indenture
- 10.5.12 Reaffirmation Agreement, Dated As of September 28, 2012
- 10.5.13 Reaffirmation Agreement, Dated As of November 7, 2012
- 10.135 Agreement of Indemnification Dated November 2, 2012
- 10.140 Deed Poll of Indemnification Dated December 18, 2012
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.1 Consent of Pricewaterhousecoopers LLP
- 23.2 Consent of Pricewaterhousecoopers Llp/s.r.l./s.e.n.c.r.l
- 23.3 Consent of Ernst & Young LLP
- 23.4 Consent of Deloitte & Touche LLP
- 25.1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Nominee
- 99.3 Form of Letter to Clients
- 99.4 Form of Instructions
EXHIBIT 99.2
FORM OF LETTER TO NOMINEE
REYNOLDS GROUP ISSUER INC.
REYNOLDS GROUP ISSUER LLC
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING
5.750% Senior Secured Notes due 2020
for
a Like Principal Amount of Corresponding New Notes
Registered Under the Securities Act of 1933, as amended (the “Securities Act”)
To: Registered Holders and the Depository Trust Company (“DTC”) Participants:
Enclosed are the materials listed below relating to the offer by Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, and Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Issuers”), to exchange their 5.750% Senior Secured Notes due 2020 (the “Old Notes”), for a like principal amount of their new 5.750% Senior Secured Notes due 2020 which have been registered under the Securities Act (the “New Notes”), from the registered holders thereof (each, a “Holder” and, collectively, the “Holders”), upon the terms and subject to the conditions set forth in the Issuers’ Prospectus, dated December , 2012, and the related Letter of Transmittal (the “Letter of Transmittal”), which together constitute the “Exchange Offer.”
Enclosed herewith are copies of the following documents:
1. Prospectus, dated December , 2012 (as the same may be amended or supplemented from time to time, the “Prospectus”);
2. The Letter of Transmittal for your use and for the information of your clients;
3. A form of Letter to Clients which may be sent to your clients for whose account(s) you hold Old Notes registered in your name or the name of your nominee; and
4. An Instruction to the Registered Holder and/or DTC Participant from Beneficial Owner, with space provided for obtaining your clients’ instructions with regard to the Exchange Offer.
We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 P.M., New York City time, on January , 2013 (the “Expiration Date”), unless the offer is extended, in which case “Expiration Date” means the latest date and time to which the Exchange Offer is extended.
The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.
Pursuant to the Letter of Transmittal, each tendering Holder of Old Notes will represent to the Issuers that (i) any New Notes acquired in exchange for Old Notes tendered thereby will be acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the tendering Holder, (ii) neither such Holder nor any such other person has any arrangements or understandings with any person to participate in the distribution of the New Notes within the meaning of the Securities Act and (iii) neither such Holder nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer or, if it is such an affiliate, such Holder or any such other person, as applicable, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. Each tendering Holder that is, or is tendering Old Notes on behalf of any other person that is, a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, will represent to the Issuers that the Old Notes to be exchanged for the New Notes were acquired by such Holder or any such other person, as applicable, as a result of market-making activities or other trading activities, and acknowledges and represents that such Holder or any such other person, as applicable, will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By so acknowledging and representing, by delivering such a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder and/or DTC Participant from Beneficial Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.
The Issuers will not pay any fee or commission to any broker or dealer to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Issuers will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 12 of the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from the undersigned.
Any inquiries you may have with respect to Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to The Bank of New York Mellon, the Exchange Agent for the Exchange Offer, at the address and telephone number set forth on the front of the Letter of Transmittal.
Very truly yours, | ||
REYNOLDS GROUP ISSUER INC. | ||
REYNOLDS GROUP ISSUER LLC | ||
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. |
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
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