Mauser Announces Final Results of Exchange Offers and Consent Solicitations

OAK BROOK, Ill., Dec. 9, 2025 /PRNewswire/ -- Mauser Packaging Solutions Holding Company ("Mauser") today announced the final results 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 5:00 p.m. New York City time on December 9, 2025 (the "Expiration Time"), a total of: (i) $2,639,439,000 principal amount of Old First Lien Notes had been validly tendered in the First Lien Note Exchange Offer, representing approximately 97.91% of the outstanding Old First Lien Notes, which includes the $2,636,050,000 aggregate principal amount of Old First Lien Notes previously validly tendered and not validly withdrawn on or before 5:00 p.m. New York City time on November 21, 2025 (the "Early Tender Time"), and previously accepted by Mauser for exchange on November 26, 2025, and (ii) $1,301,003,000 principal amount of Old Second Lien Notes had been validly tendered in the Second Lien Note Exchange Offer, representing approximately 96.84% of the outstanding Old Second Lien Notes, which includes the $1,298,646,000 aggregate principal amount of Old Second Lien Notes previously validly tendered and not validly withdrawn on or before the Early Tender Time, and previously accepted by Mauser for exchange on November 26, 2025.

Eligible holders who validly tendered their Old Notes after the Early Tender Time but on or prior to the Expiration Time and whose Old Notes were accepted for exchange will receive the applicable Total Consideration, which is $1,000 principal amount of applicable New Notes per $1,000 principal amount of applicable Old Notes tendered. All eligible holders whose Old Notes were accepted for exchange received or will receive, as applicable, accrued and unpaid interest in cash from the last interest payment date to, but not including, the applicable settlement date for the Exchange Offers. The final settlement date for the Exchange Offers will occur on December 11, 2025.

Mauser had previously received consents sufficient to approve the proposed amendments to the indenture governing the Old First Lien Notes and indenture governing the Old Second Lien Notes, in each case to release the liens and the security interests in the collateral securing each series of Old Notes (the "Collateral Release") and to eliminate substantially all of the restrictive covenants and certain of the default provisions contained in each indenture governing the Old Notes (the "Covenant Modification" and together with the Collateral Release, the "Proposed Amendments"). Accordingly, Mauser and the trustee for the Old Notes entered into supplemental indentures containing such Proposed Amendments and released the collateral governing the Old Notes, and the Proposed Amendments became operative concurrent with the settlement of Old Notes accepted for tender at the Early Tender Time, which occurred on November 26, 2025.

BofA Securities, Inc. acted as Dealer Manager and Solicitation Agent for the Exchange Offers and the Consent Solicitations. D.F. King & Co., Inc. acted as Exchange Agent and Information Agent for the Exchange Offers and the Consent Solicitations.

Available Documents and Other Details

Documents relating to the Exchange Offers and Consent Solicitations were distributed to eligible holders who completed and returned 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.

The New Notes are not and 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 were only made pursuant to the Offering Memorandum. The Exchange Offers and Consent Solicitations were not 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 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 and Consent Solicitations. 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 Holding Company