Mauser Announces Exchange Offers and Consent Solicitations

OAK BROOK, Ill., Nov. 7, 2025 /PRNewswire/ -- Mauser Packaging Solutions Holding Company ("Mauser") today announced that it has commenced offers (the "Exchange Offers") to certain eligible holders described below 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"), each upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated November 7, 2025 (the "Offering Memorandum").

The table below summarizes the principal economic terms of the Exchange Offers.

Eligible holders that validly tender and do not validly withdraw their Old First Lien Notes in the Exchange Offer prior to 5:00 p.m., New York City time, on November 21, 2025 (the "Early Tender Time") will receive $1,000 in principal amount of New First Lien Notes per $1,000 principal amount of Old First Lien Notes validly tendered and not validly withdrawn prior to the Early Tender Time, and eligible holders that validly tender and do not validly withdraw their Old Second Lien Notes in the Exchange Offer prior to the Early Tender Time will receive $1,000 in principal amount of New Second Lien Notes per $1,000 principal amount of Old Second Lien Notes validly tendered and not validly withdrawn prior to the Early Tender Time, which includes an early tender premium of $50 and $50, respectively, principal amount of such applicable series of New Notes (the "Early Tender Premium"). For any Old First Lien Notes validly tendered and not validly withdrawn after the Early Tender Time, but before the expiration of the First Lien Note Exchange Offer, eligible holders will receive $950 in principal amount of New First Lien Notes per $1,000 principal amount of Old First Lien Notes validly tendered after the Early Tender Time and not validly withdrawn before the expiration of the First Lien Note Exchange Offer, and for any Old Second Lien Notes validly tendered and not validly withdrawn after the Early Tender Time, but before the expiration of the Second Lien Note Exchange Offer, eligible holders will receive $950 in principal amount of New Second Lien Notes per $1,000 principal amount of Old Second Lien Notes validly tendered after the Early Tender Time and not validly withdrawn before the expiration of the Second Lien Note Exchange Offer.

The New Notes will have collateral substantially identical to the Old Notes. The New Notes will mature on April 15, 2030 and will first be redeemable at a fixed price on June 1, 2027.

The New Notes will be Mauser's senior obligations and will rank equally in right of payment with all of Mauser's existing and future senior obligations, including its secured lending facilities and any untendered Old Notes that remain outstanding after completion of the Exchange Offers. The New First Lien Notes will be secured on a first-priority basis by Mauser's fixed asset collateral and on a second-priority basis by certain asset-backed loan priority collateral. The New Second Lien Notes will be secured on a second-priority basis by Mauser's fixed asset collateral and on a third-priority basis by certain asset-backed loan priority collateral. All untendered Old Notes that remain outstanding after completion of the Exchange Offers and Consent Solicitations (as defined below) will be effectively junior to the New Notes to the extent of the value of the collateral securing the New Notes.

In conjunction with the Exchange Offers, Mauser is soliciting consents (the "Consent Solicitations") to release the liens and the security interests in the collateral securing each series of Old Notes and to eliminate certain restrictive covenants and events of default in the indentures governing the Old Notes, which requires participation from holders representing at least 66 2/3% of the outstanding principal amount of each series of the Old Notes to adopt the proposed amendments with respect to such series of Old Notes. Holders who tender their Old Notes in the Exchange Offers will be deemed to have submitted consents pursuant to the Consent Solicitations.

Several eligible holders of Old First Lien Notes and Old Second Lien Notes, which, together with certain of their respective affiliated funds, hold approximately 65.9% and 54.3% of the outstanding principal amount of the Old First Lien Notes and Old Second Lien Notes, respectively, have executed support agreements to agree to or otherwise expressed their intention to tender all of their Old Notes in the Exchange Offers. The Exchange Offers are subject to the terms and the satisfaction or waiver of certain conditions set forth in the Offering Memorandum, including that Mauser receives valid tender by eligible holders representing at least 80% of the aggregate principal amount of the Old Notes outstanding at or prior to the Expiration Time (as defined below), and entry into the Cash Flow Agreement Amendment and the ABL Amendment (each as defined below). In addition, the consummation of each Exchange Offer and the related Consent Solicitation is cross-conditioned on the consummation of the other Exchange Offer and related Consent Solicitation. 

Eligible holders whose Old Notes are accepted for exchange will also receive accrued and unpaid interest in cash on the exchanged Old Notes to, but not including, the applicable settlement date. Settlements are expected to occur promptly after the Early Tender Time for Old Notes validly tendered and not validly withdrawn prior to the Early Tender Time and promptly after the expiration of the Exchange Offers for Old Notes validly tendered and not validly withdrawn after the Early Tender Time but before expiration of the Exchange Offers. Interest on the New Notes will accrue from (and including) the initial settlement date. As a result, the cash payable for accrued interest on any Old Notes exchanged following the initial settlement date will be reduced by the amount of any pre-issuance interest on the New Notes exchanged therefor.

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on December 9, 2025 (unless extended or earlier terminated) (the "Expiration Time"). Validly tendered Old Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on November 21, 2025, but not thereafter.

In connection with the Exchange Offers, Mauser intends 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 (the "Cash Flow Revolver") thereunder to January 14, 2030. Additionally, in connection with the Exchange Offers, Mauser intends to enter into an amendment (the "ABL Amendment") to, among other things, extend the maturity date of Mauser's asset-based revolving facility (the "ABL Facility") to January 14, 2030. The New Term Loan Facility, as amended by the Cash Flow Agreement Amendment, would 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

(765) 586-0757

SOURCE Mauser Packaging Solutions Holding Company