Mauser Announces Early Results to Date of Exchange Offers and Consent Solicitations and Extends the Early Tender Premium through the Expiration Time

OAK BROOK, Ill., Nov. 21, 2025 /PRNewswire/ -- Mauser Packaging Solutions Holding Company ("Mauser") today announced the results as of 5:00 p.m., New York City time, on November 21, 2025 (the "Early Tender Time"), of its offers to exchange: (i) any and all $2,695.8 million of its outstanding principal amount of 7.875% Senior First Lien Notes due 2027 (the "Old First Lien Notes") for newly issued 7.875% Senior First Lien Notes due 2030 (the "New First Lien Notes") (such exchange offer, the "First Lien Note Exchange Offer") and (ii) any and all $1,343.5 million of its outstanding principal amount of 9.25% Senior Secured Second Lien Notes due 2027 (the "Old Second Lien Notes" and, together with the Old First Lien Notes, the "Old Notes") for newly issued 9.25% Senior Secured Second Lien Notes due 2030 (the "New Second Lien Notes" and, together with the New First Lien Notes, the "New Notes") (such exchange offer, the "Second Lien Note Exchange Offer" and, together with the First Lien Note Exchange Offer, the "Exchange Offers"), each upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated November 7, 2025 (the "Offering Memorandum").

As of the Early Tender Time, a total of $2,636,050,000 principal amount of Old First Lien Notes and $1,298,646,000 principal amount of Old Second Lien Notes had been tendered in the Exchange Offers, representing approximately 97.78% of the outstanding Old First Lien Notes and 96.66% of the outstanding Old Second Lien Notes. Accordingly, Mauser has received consents sufficient to approve the proposed amendments (the "Proposed Amendments") to the indenture governing the Old First Lien Notes and the indenture governing the Old Second Lien Notes (the "Consent Solicitations"). Mauser and the trustee and collateral agent for the Old Notes will enter into supplemental indentures relating to the Old Notes containing such Proposed Amendments, and the Proposed Amendments will become operative concurrent with the settlement of Old Notes accepted for tender as of the Early Tender Time. The Exchange Offers are conditioned upon, among other things, the valid tender by eligible holders representing at least 80% of the aggregate principal amount of the applicable Old Notes outstanding (the "Minimum Tender Condition"). The Minimum Tender Condition for each series of Old Notes has been met as of the Early Tender Time and initial settlement of the Exchange Offers is currently expected to take place on November 26, 2025.

Mauser is also amending the Exchange Offers by offering the "Early Tender Premium" of $50 in principal amount of applicable New Notes in respect of all applicable Old Notes that are validly tendered by 5:00 p.m., New York City time, on December 9, 2025 (the "Expiration Time"), and that are accepted for exchange, regardless of whether such Old Notes were tendered before or after the Early Tender Time. Accordingly, eligible holders who tender their Old Notes after the Early Tender Time but before the Expiration Time will be eligible to receive the applicable Total Consideration, which is $1,000 principal amount of applicable New Notes per $1,000 principal amount of applicable Old Notes.

The Expiration Time of the Exchange Offers continues to be 5:00 p.m., New York City time, on December 9, 2025, unless extended. The withdrawal deadline has passed, and holders no longer have the right to withdraw any Old Notes previously tendered and will not have the right to withdraw any Old Notes tendered through the Expiration Time. The final settlement date for the Exchange Offers will occur promptly after the Expiration Time, and is currently expected to be December 11, 2025. Other than the extension of the Early Tender Premium, all other terms of the Exchange Offers remain unchanged.

In connection with the Exchange Offers, Mauser expects to enter into an amendment (the "Cash Flow Agreement Amendment") to the credit agreement governing its existing term loan facility to refinance the existing term loan facility with a new $1,000.0 million term loan facility (the "New Term Loan Facility") maturing April 15, 2030 and to extend the maturity date of the cash flow revolver facility thereunder to January 14, 2030. Additionally, in connection with the Exchange Offers, Mauser expects to enter into an amendment (the "ABL Amendment") to, among other things, extend the maturity date of Mauser's asset-based revolving facility to January 14, 2030. The New Term Loan Facility, as amended by the Cash Flow Agreement Amendment, will equally and ratably share in the collateral with Mauser's current first lien debt.

Available Documents and Other Details

Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to eligible holders who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or not a "U.S. person" under Rule 902 under the Securities Act. Holders of Old Notes who desire to complete an eligibility form should either visit the website www.dfking.com/mauser for this purpose or request instructions by sending an e-mail to [email protected] or calling D. F. King & Co., Inc., the information agent for the Exchange Offers and Consent Solicitations, at (877) 297-1746 (U.S. Toll-free) or (646) 981-1289 (Collect).

The New Notes will not be registered under the Securities Act or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and issued only to persons (i) reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii) who are not "U.S. persons" (as defined in Rule 902 under the Securities Act). Non U.S.-persons may also be subject to additional eligibility criteria.

The complete terms and conditions of the Exchange Offers and Consent Solicitations are set forth in the informational documents relating to the Exchange Offers and Consent Solicitations. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offers and Consent Solicitations are only being made pursuant to the Offering Memorandum. The Exchange Offers are not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

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 consummate the Exchange Offers and Consent Solicitations or enter into the Cash Flow Credit Agreement Amendment or the ABL Amendment, 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 Memorandum related to the Exchange Offers. Forward-looking statements only speak as of the date hereof 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 global supplier of rigid packaging products and services. Mauser currently operates manufacturing locations in over 20 countries serving industry-leading customers on an international basis.

Contact: David Heber
Phone:    (765) 586-0757

SOURCE Mauser Packaging Solutions