Reynolds Group Holdings Limited Announces Expiration and Results of Previously Announced Tender Offers

NEW YORK–(BUSINESS WIRE)–Reynolds Group Holdings Limited (“Reynolds Group”) announced the
expiration of the previously announced cash tender offers made through
certain of its wholly-owned subsidiaries to purchase (i) all of its
outstanding 7.125% Senior Secured Notes due 2019 (the “7.125% Senior
Secured Notes”), 7.875% Senior Secured Notes due 2019 (the “7.875%
Senior Secured Notes”), 8.500% Senior Notes due 2018 (the “8.500% Senior
Notes”), 9.000% Senior Notes due 2019 (the “9.000% Senior Notes”) and
6.000% Senior Subordinated Notes due 2017 (the “6.000% Subordinated
Notes”) and (ii) up to $691 million aggregate principal amount of its
outstanding 9.875% Senior Notes due 2019 (the “9.875% Senior Notes” and,
together with the 7.125% Senior Secured Notes, the 7.875% Senior Secured
Notes, the 8.500% Senior Notes, the 9.000% Senior Notes and the 6.000%
Senior Subordinated Notes, the “Existing Notes”) on the terms and
subject to the conditions set forth in the Offer to Purchase dated June
13, 2016 (the “Statement”).

As of 12:01 a.m., New York City time, on July 12, 2016:

(i) $339,813,000 in principal amount of 7.125% Senior Secured Notes had
been validly tendered and not validly withdrawn, such amount
representing approximately 57% of the aggregate principal amount of the
7.125% Senior Secured Notes then outstanding,

(ii) $408,705,000 in principal amount of 7.875% Senior Secured Notes had
been validly tendered and not validly withdrawn, such amount
representing approximately 65% of the aggregate principal amount of the
7.875% Senior Secured Notes then outstanding,

(iii) $663,188,000 in principal amount of 8.500% Senior Notes had been
validly tendered and not validly withdrawn, such amount representing
approximately 99% of the aggregate principal amount of the 8.500% Senior
Notes then outstanding,

(iv) $588,855,000 in principal amount of 9.000% Senior Notes had been
validly tendered and not validly withdrawn, such amount representing
approximately 96% of the aggregate principal amount of the 9.000% Senior
Notes then outstanding,

(v) $537,525,000 in principal amount of 6.000% Subordinated Notes had
been validly tendered and not validly withdrawn, such amount
representing approximately 91% of the aggregate principal amount of the
6.000% Subordinated Notes then outstanding, and

(vi) $862,778,000 in principal amount of 9.875% Senior Notes had been
validly tendered and not validly withdrawn, such amount representing
approximately 67% of the aggregate principal amount of the 9.875% Senior
Notes then outstanding.

The notes tendered in (i) through (v) above are referred to as the
“Tendered Notes” and the notes tendered in (vi) above are referred to as
the “Tendered 9.875% Notes”. The Tendered Notes were accepted for
purchase on June 27, 2016 (the “Early Payment Date”). $690,997,000
principal amount of the Tendered 9.875% Notes were accepted for purchase
on the Early Payment Date. Holders of Tendered 9.875% Notes were subject
to proration as described in the offer to purchase and letter of
transmittal related to the tender offers dated June 13, 2016. No
additional tenders of 7.125% Senior Secured Notes, 7.875% Senior Secured
Notes, 8.500% Senior Notes, 9.000% Senior Notes and 6.000% Subordinated
Notes were received after the Early Payment Date. $1,035,000 aggregate
principal amount of 9.875% Senior Notes were tendered after the Early
Payment Date but prior to expiration of the tender offers (the “Late
Tendered 9.875% Senior Notes”). The Late Tendered 9.875% Senior Notes
were not accepted for purchase because the tender offer for the 9.875%
Senior Notes was fully subscribed at the Early Payment Date.

Credit Suisse Securities (USA) LLC acted as Dealer Manager for the
tender offers and D.F. King & Co., Inc. acted as Information Agent and
Tender Agent for the tender offers.

This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell the
Existing Notes. The tender offers with respect to the Existing Notes
were made only pursuant to the Statement and related materials.
Noteholders and investors should read carefully the Statement and
related materials because they contain important information, including
the various terms of and conditions to such tender offers.

About Reynolds Group:

Reynolds Group is a leading global manufacturer and supplier of consumer
food and beverage packaging and storage products. Additional information
regarding Reynolds Group is available at www.reynoldsgroupholdings.com.

Forward-Looking Statements:

This press release may contain “forward-looking statements.”
Forward-looking statements include statements regarding the goals,
beliefs, plans or current expectations of Reynolds Group, taking into
account the information currently available to our management.
Forward-looking statements are not statements of historical fact. For
example, when we use words such as “believe,” “anticipate,” “expect,”
“estimate,” “plan,” “intend,” “should,” “would,” “could,” “may,”
“might,” “will” or other words that convey uncertainty of future events
or outcomes, we are making forward-looking statements. While management
has based any forward-looking statements contained herein on its current
expectations, the information on which such expectations were based may
change. These forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of risks,
uncertainties, and other factors, many of which are outside of our
control that could cause actual results to materially differ from such
statements. Such uncertainties, risks and assumptions include, but are
not limited to: risks related to the future costs of raw materials,
energy and freight; risks related to economic downturns in our target
markets; risks related to changes in consumer lifestyle, eating habits,
nutritional preferences and health-related and environmental concerns
that may harm our business and financial performance; risks related to
complying with environmental, health and safety laws or as a result of
satisfying any liability or obligation imposed under such laws; risks
related to the impact of a loss of any of our key manufacturing
facilities; risks related to our dependence on key management and other
highly skilled personnel; risks related to the consolidation of our
customer bases, loss of a significant customer, competition and pricing
pressure; risks related to any potential supply of faulty or
contaminated products; risks related to exchange rate fluctuations;
risks related to dependence on the protection of our intellectual
property and the development of new products; risks related to pension
plans sponsored by us and others in our control group; risks related to
strategic transactions, including completed and future acquisitions or
dispositions, such as the risks that we may be unable to complete an
acquisition or disposition in the timeframe anticipated, on its original
terms, or at all, or that we may not be able to achieve some or all of
the benefits that we expect to achieve from such transactions, including
risks related to integration of our acquired businesses, or that a
disposition may have an unanticipated effect on our retained businesses;
risks related to our hedging activities which may result in significant
losses and in period-to-period earnings volatility; risks related to our
suppliers of raw materials and any interruption in our supply of raw
materials; risks related to information security, including a
cyber-security breach or a failure of one or more of our information
technology systems, networks, processes or service providers; risks
related to our substantial indebtedness and our ability to service our
current and future indebtedness; risks related to restrictive covenants
in certain of our outstanding notes and our other indebtedness which
could adversely affect our business by limiting our operating and
strategic flexibility; and risks related to increases in interest rates
which would increase the cost of servicing our variable rate debt
instruments.

Given these risks and uncertainties, you are cautioned not to place
undue reliance on these forward-looking statements, which speak only as
of the date hereof. Except as required by law, we undertake no
obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise. All
subsequent written and oral forward-looking statements attributable to
us or to persons acting on our behalf are expressly qualified in their
entirety by the cautionary statements referred to above.

Contacts

Reynolds Group Holdings Limited
enquiries@reynoldsgroupholdings.com
Joseph
E. Doyle – + 1-847-482-2409