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Pactiv Announces Extension of the Change of Control Offer for Its 5.875% Notes Due 2012

Tuesday 30. November 2010 - Pactiv Corporation ("Pactiv"), an indirect wholly-owned subsidiary of Reynolds Group Holdings Limited ("Reynolds Group"), announced today that it was extending the expiration time of its offer to purchase for cash any and all of its outstanding 5.875% Notes due 2012 (the "2012 Notes"). The change of control offer for Pactiv's 2012 Notes, including all relevant withdrawal rights, which had been scheduled to expire at 8:00 a.m., New York City time, on November 29, 2010, will now expire at 8:00 a.m., New York City time, on December 6, 2010, unless extended or earlier terminated. T

he terms of the change of control offer otherwise remain as set forth in the Notice of Change of Control and Offer to Purchase (the “Notice of Change of Control Offer”), dated October 20, 2010, that Pactiv previously distributed to the holders of the 2012 Notes.
As of 8:00 a.m., New York City time, on November 29, 2010, holders of approximately $658,000 of aggregate principal amount of 2012 Notes had validly tendered their 2012 Notes.
The change of control offer is made solely to fulfill Pactiv’s obligations under the indenture governing the 2012 Notes (the “Indenture”), which requires that Pactiv make an offer to purchase the 2012 Notes following a “Change of Control Triggering Event” (as defined in the Indenture). The Indenture defines “Change of Control Triggering Event” as the occurrence of both a Change of Control (as defined in the Indenture) and a Rating Event (as defined in the Indenture). The merger transaction of Pactiv with Reynolds Group was consummated on November 16, 2010, resulting in the occurrence of a Change of Control. In addition, Standard & Poor’s Rating Services and Moody’s Investor Services have indicated that upon completion of the merger transaction of Pactiv with Reynolds Group, each may downgrade the current ratings of the 2012 Notes, thereby triggering a Rating Event. As of 8:00 a.m., New York City time, on November 29, 2010, the ratings of the 2012 Notes had not been downgraded by Standard & Poor’s Rating Services or Moody’s Investor Services. Pactiv’s obligation to accept for payment, purchase or pay for any tendered 2012 Notes is conditioned upon the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date (as defined in the Indenture).
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Pactiv’s 2012 Notes. The change of control offer for Pactiv’s 2012 Notes is being made only pursuant to the Notice of Change of Control Offer, letter of transmittal and related materials that Pactiv previously distributed to noteholders. Noteholders and investors should read carefully the Notice of Change of Control Offer, letter of transmittal and related materials because they contain important information, including the various terms of and conditions to the change of control offer for Pactiv’s 2012 Notes.