Reynolds Group's wholly owned subsidiaries complete sale of US$1.25M in senior notes due 2019, proceeds will be used to refinance outstanding notes, general corporate purposes

NEW YORK , February 15, 2012 (press release) – Reynolds Group Holdings Limited (“Reynolds Group”) today announced that its wholly owned subsidiaries completed the sale of $1,250 million aggregate principal amount of 9.875% Senior Notes due 2019 (the “Notes”). The Notes will mature on August 15, 2019.

The net proceeds from the offering of the Notes are being used to refinance the $13.6 million outstanding aggregate principal amount of the 8.250% Senior Notes due 2017, the $19.4 million outstanding aggregate principal amount of the 8.250% Senior Notes due 2018 and the $354.5 million outstanding aggregate principal amount of the 9.875% Senior Subordinated Notes due 2014 (collectively, the “Graham Packaging Notes”), each issued by Reynolds Group’s wholly-owned subsidiaries, Graham Packaging Company, L.P. and GPC Capital Corp. I and the $249.3 million outstanding aggregate principal amount of the 5.875% Notes due 2012 issued by Reynolds Group’s wholly-owned subsidiary, Pactiv Corporation (now known as Pactiv LLC). Reynolds Group intends to use the remaining net proceeds from the offering of the Notes for general corporate purposes.

Following the refinancing of the Graham Packaging Notes, Graham Packaging Holdings Company and certain of its subsidiaries will guarantee the Notes and certain of Reynolds Group’s existing indebtedness and will provide collateral security for certain of Reynolds Group’s existing senior secured indebtedness.

The Notes were sold in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes were sold only to qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act.

This press release is for informational purposes only and is not an offer to sell or purchase nor the solicitation of an offer to sell or purchase securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful. The Notes have not been registered under the Securities Act and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements.

Further information in respect of the Notes is available at www.reynoldsgroupholdings.com.

About Reynolds Group:

Reynolds Group is a leading global manufacturer and supplier of consumer food and beverage packaging and storage products. Reynolds Group is based in Auckland, New Zealand. Additional information regarding Reynolds Group is available at www.reynoldsgroupholdings.com.

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