PACTIV EVERGREEN INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement

On September 13, 2022, Pactiv LLC, a subsidiary of Pactiv Evergreen Inc. (the
"Company"), entered into a commitment agreement (the "Agreement"), with Athene
Annuity and Life Company and Athene Annuity & Life Assurance Company of New York
(the "Insurers") and the Pactiv Evergreen Inc. Pension Plans Investment
Committee, acting solely in its capacity as the named fiduciary of the Pactiv
Evergreen Pension Plan (the "Plan"). Under the Agreement, Pactiv LLC will
purchase a non-participating group annuity contract (the "Annuity Contracts")
from each of the Insurers and transfer to the Insurers the future benefit
obligations and annuity administration for approximately 10,200 retirees and
beneficiaries under the Plan (the "Transferred Participants").

Upon the payment of the premium to the Insurers and the closing of the
transactions contemplated by the Agreement (the "Transaction"), the purchased
pension benefit obligations for the Transferred Participants will be irrevocably
transferred from the Plan to the Insurers, which will guarantee the pension
benefits of the Transferred Participants. By transferring these obligations to
the Insurers, the Company will reduce its gross pension plan liabilities by
approximately $660 million, or approximately 40% of the Plan's estimated
projected benefit obligations as of September 13, 2022. The purchase of the
Annuity Contracts will be funded directly by assets of the Plan.

Benefits payable to the Transferred Participants are not being reduced as a
result of the Transaction. Likewise, benefits payable to participants who will
remain in the Plan after the Transaction are not being reduced as a result of
the Transaction.

The Transaction is subject to customary closing conditions, including certain
termination clauses. The Company expects the purchase of the Annuity Contracts
to be completed by September 20, 2022. Subject to certain conditions set forth
in the Agreement, all Transferred Participants will continue to receive their
benefits from the Plan until December 31, 2022, after which time, subject to the
terms of the Agreement, the Insurers will assume responsibility for making
direct payment of the benefits to the Transferred Participants and for
administrative and customer service support regarding such benefits.

As a result of the Transaction, the Company expects to recognize a non-cash
pre-tax pension settlement gain of approximately $50 million in the third
quarter of 2022.

The aforementioned estimates of the reduction in gross pension plan liabilities
and resulting settlement gain were based on market conditions and related
management assumptions as of September 13, 2022. Actual results are subject to
changes in market conditions and related management assumptions until the date
of settlement, which is currently expected to be September 20, 2022. These
changes may materially affect such estimates.

Forward-Looking Statements

This Item 1.01 of this Current Report on Form 8-K contains forward-looking
statements, including statements related to the amount of the Company's gross
pension plan liabilities, the amount by which the Transaction will lower them,
the non-cash pre-tax pension settlement gain that the Company expects to
recognize and the date on which the purchase of the Annuity Contract will be
completed. These forward-looking statements are based on management's beliefs
and assumptions and on information available to management as of the date they
are made. However, investors should not place undue reliance on these
forward-looking statements because they speak only as of the date they are made.
The Company does not undertake any obligation to update or revise these
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. In addition, forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results, events and developments to differ materially from the Company's
historical experience and its present expectations or projections. These risks
and uncertainties include, but are not necessarily limited to, those described
in the annual and quarterly reports the Company files with the Securities and
Exchange Commission.

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