PACTIV EVERGREEN INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement

On February 16, 2022, Pactiv LLC, a subsidiary of Pactiv Evergreen Inc. (the
"Company"), entered into a commitment agreement (the "Agreement"), with
Metropolitan Tower Life Insurance Company (the "Insurer") and the Pactiv North
America 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 Contract") from the Insurer and transfer to the Insurer the future
benefit obligations and annuity administration for approximately 13,300 retirees
and beneficiaries under the Plan (the "Transferred Participants").

Upon the payment of the premium to the Insurer 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 Insurer, which will guarantee the pension
benefits of the Transferred Participants. By transferring these obligations to
the Insurer, the Company will reduce its gross pension plan liabilities by
approximately $1,260 million, or approximately 40% of the Plan's estimated
projected benefit obligations as of February 24, 2022. The purchase of the
Annuity Contract 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 Contract to
be completed by February 24, 2022. Subject to certain conditions set forth in
the Agreement, all Transferred Participants will continue to receive their
benefits from the Plan until May 31, 2022, after which time, subject to the
terms of the Agreement, the Insurer 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 $25 million in the first
quarter of 2022.

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 and the amount by which the Transaction will lower them
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.

Item 2.02. Results of Operations and Financial Condition

On February 23, 2022, the Company issued a press release announcing its
financial results for the fourth quarter and fiscal year ended December 31,
2021. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.

The information included in Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that Section, nor shall it be deemed incorporated by reference into any other
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as otherwise expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure

Also on February 23, 2022, the Company issued a press release announcing the
declaration of a fourth quarter 2021 dividend of $0.10 per share, payable on
March 15, 2022 to shareholders of record as of March 4, 2022. A copy of the
press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number     Description
  99.1       Press Release issued by Pactiv Evergreen Inc., dated February 23, 2022
  99.2       Press Release issued by Pactiv Evergreen Inc., dated February 23, 2022

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