Pactiv Evergreen (PTVE) investor relations material

Executive summary

• Entered into a definitive merger agreement with Novolex Holdings, LLC for $18.00 per share in an all-cash transaction; expected to close in mid-2025, after which the company will become a wholly-owned subsidiary and delist.

• 2024 results reflect impacts from major restructuring, including the closure and sale of key facilities and a focus on value over volume amid a challenging demand environment.

• Net revenues decreased 7% year-over-year to $5,148 million, with a net loss from continuing operations of $133 million, improved from a $222 million loss in 2023.

• Adjusted EBITDA from continuing operations fell 6% to $791 million, reflecting higher manufacturing costs, lower sales volume, and unfavorable product mix.

• Significant restructuring actions included the Beverage Merchandising Restructuring and Footprint Optimization, with major asset sales and impairment charges.

Financial highlights

• Net revenues: $5,148 million in 2024, down from $5,510 million in 2023 (7% decrease).

• Net loss from continuing operations: $133 million in 2024, improved from $222 million loss in 2023.

• Adjusted EBITDA: $791 million in 2024, down from $840 million in 2023 (6% decrease).

• Gross profit: $964 million in 2024, up from $733 million in 2023 (32% increase), driven by lower restructuring-related depreciation.

• Capital expenditures: $232 million in 2024, down from $285 million in 2023.

Outlook and guidance

• Merger with Novolex expected to close in mid-2025, subject to regulatory approvals.

• Company expects sufficient liquidity to support ongoing operations and invest in future growth, with projected 2025 capital expenditures of ~$265 million.

• Anticipates continued uncertainty in consumer demand due to inflation, interest rates, and potential trade policy changes.