SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2007
PACTIV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
1-15157 36-2552989
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(Commission File Number) (IRS Employer Identification No)
1900 West Field Court, Lake Forest, Illinois 60045
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 482-2000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry Into a Material Definitive Agreement.
Pactiv Corporation (the "Company") entered into an Underwriting Agreement
(the "Underwriting Agreement") dated as of June 20, 2007, with J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated as representatives of the
several underwriters named therein (collectively, the "Underwriters"), pursuant
to which the Company agreed to sell, and the Underwriters agreed to purchase,
subject to and upon terms and conditions set forth therein, $250 million
aggregate principal amount of 5.875% Notes due 2012, and $250 million aggregate
principal amount of 6.400% Notes due 2018, as described in the Prospectus
Supplement dated June 20, 2007 filed pursuant to the Company's shelf
Registration Statement on Form S-3 (File No. 333-143895).
The Notes will be issued under the Indenture, dated as of September 29,
1999, as supplemented, between the Company and The Bank of New York Trust
Company, N.A. (as successor in interest to JPMorgan Chase Bank, N.A.), as
trustee. The Notes are unsubordinated and unsecured obligations of the Company.
The 5.875% Notes due 2012 will mature on July 15, 2012, and the 6.400% Notes due
2018 will mature on January 15, 2018. The transaction is expected to close on
June 25, 2007.
A copy of the Underwriting Agreement and other documents relating to this
transaction are attached as exhibits to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibits Description
1.1 Underwriting Agreement, dated June 20, 2007, between Pactiv
Corporation and J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated, as representatives of the several Underwriters named
therein.
4.1 Form of Sixth Supplemental Indenture dated as of June 25, 2007 to
Indenture, dated as of September 29, 1999, between Pactiv Corporation
and The Bank of New York Trust Company, N.A., as Trustee (including
the form of 5.875% Note due 2012).
4.2 Form of Seventh Supplemental Indenture dated as of June 25, 2007 to
Indenture, dated as of September 29, 1999, between Pactiv Corporation
and The Bank of New York Trust Company, N.A., as Trustee (including
the form of 6.400% Note due 2018).
5.1 Opinion of Mayer, Brown, Rowe & Maw LLP, as to the validity of the
securities being offered.
23.1 Consent of Mayer, Brown, Rowe & Maw LLP (contained in Exhibit 5.1
hereto).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 22, 2007
PACTIV CORPORATION
By: /s/ Joseph E. Doyle
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Joseph E. Doyle
Vice President and General Counsel