Mauser Announces Proposed $2,750,000,000 Offering of Senior First Lien Notes

OAK BROOK, Ill., Jan. 25, 2023 /PRNewswire/ -- Mauser Packaging Solutions Holding Company ("Mauser"), a leading global supplier of industrial rigid packaging products and services, announced today that, subject to market conditions and other factors, it intends to offer $2.75 billion aggregate principal amount of Senior First Lien Notes due 2026 (the "Notes"). The Notes will be jointly and severally guaranteed by each of the wholly-owned domestic subsidiaries that will guarantee the cash flow credit agreement. Mauser intends to use the proceeds from the offering together with anticipated additional proceeds from (i) an offering by SCI PH Parent Inc., a Delaware corporation and indirect parent of Mauser ("Parent"), of newly issued non-voting senior perpetual participating preferred shares to certain new and existing investors in Parent and (ii) proposed new senior secured credit facilities to refinance its existing secured notes and existing term loan facility. In addition and in connection with the foregoing, Mauser intends to amend its ABL facility to increase the aggregate principal amount of commitments thereunder to $350 million, and, as previously announced, Mauser has commenced an offer to exchange any and all $1.35 billion of its outstanding principal amount of 7.25% Senior Notes due 2025 for newly issued 9.25% Senior Secured Second Lien Notes due 2027.

The Notes will be offered and sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

Cautionary Note Regarding Forward-Looking Statements

This press release contains information that could constitute forward-looking statements. All statements other than statements of historical fact contained in this press release, including, but not limited to, statements regarding: whether we will offer and issue the Notes and the terms of the Notes; the anticipated use of the net proceeds of the offering; and the success of concurrent transactions, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "will," "intend," "expect," "anticipate," "should," "could" and words or expressions of similar meaning. Such forward-looking information is based on certain current assumptions and analysis made by Mauser in light of its experience and perception of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to Mauser's expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from Mauser's expectations. Other factors which could materially affect such forward-looking information are described in the risk factors detailed in the offering documentation prepared and delivered by Mauser in connection with the Offering. Forward-looking statements only speak as of the date of these materials, and Mauser assumes no obligation to update any written or oral forward-looking statement made by Mauser or on its behalf as a result of new information, future events or other factors, except as required by law.

About Mauser

Mauser is a leading global supplier of rigid packaging products and services. Mauser manufactures and distributes rigid metal, plastic and fiber containers, IBCs and reconditioned IBCs, steel drums and plastic drums, primarily to manufacturers of industrial and consumer products for use as packaging. Mauser serves its customers through its expansive footprint in over 20 countries.

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SOURCE Mauser Packaging Solutions Holding Company