PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including the “Risk Factors” and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

Overview

We help make today’s convenience-oriented lifestyle possible by making products that give people the freedom to eat and drink fresh food and beverages safely anytime and anywhere.

We are the largest manufacturer and distributor of fresh foodservice and food merchandising products and fresh beverage cartons in North America (as measured by revenue). We produce a broad range of on-trend and feature rich products that protect, package and display fresh food and beverages for consumers who want to eat or drink fresh, prepared or ready-to-eat food and beverages conveniently and with confidence. Consumers use our products every day in restaurants, coffee shops, supermarkets, grocery stores and their homes and we estimate that our products are used by people in the United States approximately 5 billion times per week. We support consumers’ active, on-the-go lifestyle with a variety of products that are used daily by people who want to eat and drink fresh food and beverages on-the-go, take-out or at home. Our products range from food containers, plates and bowls, hot and cold cups, lids, wraps and cutlery to meat and poultry trays, egg cartons and reclosable fresh beverage cartons. Our products are made from a diverse range of substrates, including resins, bio-resins, plant and paper-based fiber and aluminum. We believe that the breadth of our product offering and our best-in-class technological and material engineering capabilities provide us with a competitive advantage by giving us the ability to offer or develop products to meet a broad range of customer needs and specifications. These capabilities are a part of the value proposition we offer our customers that help make us a “one-stop-shop” for customers with a wide range of fresh food and beverage packaging requirements. We believe our product development, material engineering and technology innovation initiatives enable us to commercialize new products that provide a consistent and meaningful contribution to both our product offering and revenue. Our objective is to generate 25% of our net revenues each year from products developed or re-engineered within the prior three years. We are a market leader in our industry. Approximately 80% of our total pro forma net revenues for 2019 were from products for which we held a #1, #2 or #3 U.S. market share position.

We supply our products to a broad and diversified mix of companies, including full service restaurants (“FSRs”) and quick service restaurants (“QSRs”), foodservice distributors, supermarkets, grocery and healthy eating retailers, other food stores, food and beverage producers, food packers and food processors. Based on management data, in 2019, we were the #1 supplier to many of our customers across our product categories in the aggregate, including four of the five largest foodservice distributors, eight of the ten largest supermarket chains, three of the four largest dairies, and the three largest QSR groups. We were also the #1, #2 or #3 packaging supplier to six of the eight largest meat and poultry processors. Our customers range from large blue-chip multinational companies to national and regional companies to small local businesses. We have developed strong and longstanding relationships with our customers. We have been supplying the vast majority of our customers for many years, and our relationships with our top ten customers average over 19 years. We have a diverse business with no single customer representing more than 10% of our pro forma net revenues for fiscal year 2019. We believe our strategic customer partnerships, which are built on our “one-stop-shop” product, service and value offering, differentiate us from our competitors. Sales contracts for our products are in many cases long-term and generally contain cost pass-through mechanisms for raw materials, and may contain pass-through mechanisms for freight and other variable costs that mitigate the impact of cost volatility on our profitability.

We participate in the North American foodservice packaging, retail and food processor packaging and liquid carton containers industry, which has grown at a compound annual growth rate (“CAGR”) of approximately 4% over the last five years. Because people always need to eat and drink without regard to economic conditions, the markets we serve have historically been recession-resilient. The foodservice and food merchandising end market categories we participate in have grown consistently over the last five years, with foodservice having grown at a CAGR of approximately 3% and food merchandising having grown at a CAGR of approximately 4% during that period. Foodservice refers to products used in restaurants and for away-from-home eating and drinking. Food Merchandising refers to products for fresh, prepared and ready-to-eat foods sold through supermarkets, grocery and other food stores for consumption on-the-go or at home. Beverage Merchandising refers to cartons and related products for refrigerated dairy, juice and specialty beverages sold in retail outlets and used in school lunches. Our industry is supported by strong demographic profiles and consumer preference trends that have increased demand for the convenient, easy-to-use, reclosable and highly reliable products we make. Our products protect, display and keep food and beverages fresh and help consumers eat and drink safely, easily and with confidence. Millions of people use our products every day. Consumers also increasingly want products that are made using sustainable materials. For fiscal year 2019, approximately 65% of our pro forma net revenues were derived from products made with recycled, recyclable or renewable materials, and our goal is 100% by 2030.

We operate primarily in North America, with 86% of our pro forma net revenues in fiscal year 2019 coming from the United States and 8% of our pro forma net revenues in fiscal year 2019 coming from Canada and Mexico, combined. We also operate internationally, including through joint ventures, with manufacturing facilities located in fast-growing emerging markets including Southeast Asia and the Middle East. In total we have approximately 15,000 employees.

We have well-invested nationwide manufacturing operations that, as of December 31, 2019, include 46 manufacturing and 27 distribution facilities. We have approximately 900 production lines and we manufacture approximately 115 billion units each year. Over the last two fiscal years, we invested approximately $374 million in pro forma capital expenditures in a number of strategic initiatives focused on growth and productivity. These initiatives involve automation, operational efficiency and the development and launch of new products to further enhance our value proposition and product offering for customers, streamline and further reduce the cost of our manufacturing and distribution of products and capitalize on growth opportunities in the markets we serve. Over 98% of the products we sell in the United States are manufactured in the United States, and we believe our strategically located regional mixing centers (“RMCs”) and proprietary logistic software provide freight advantages and certainty of supply for our customers. We have flexible manufacturing capabilities that enable us to quickly shift production at low cost to meet customers’ changing needs. We believe that our unique low-cost distribution model and short supply chain relative to our competitors are highly valued by our customers.

Our unique value proposition drives our longstanding strategic relationships with our customers in a number of ways through our products, our services for customers, our manufacturing and our distribution model and our experienced employees who are dedicated to maintaining our customers’ trust. We offer one of the broadest ranges of products in our markets available from a single source, and we manufacture our products from a wide range of materials to meet customer needs. This allows us to be a “one-stop-shop” with just-in-time fulfillment that simplifies and increases the efficiency of our customers’ purchasing. We make the procurement process easier for our customers with proprietary tools like the Virtual Packaging Assistant (“VPA”), which enable us to work with customers to select tailored product solutions. We also work closely with customers to design innovative products that meet their specific and changing requirements and help differentiate their brands. As a result of our broad material, manufacturing and design capabilities, we are able to create products and consistently and reliably fulfill our customers’ needs across a wide range of product categories. We believe our value-added service for customers creates logistic and supply chain savings for them. Our nationwide hub-and-spoke distribution system makes it possible for customers to purchase a range of products in one order from a single location and thereby increase the load factor for shipping and reduce their supply chain costs. We

enjoy high levels of customer satisfaction with our products and service. We believe that the combination of these unique attributes creates significant value for our customers, a strategic competitive advantage for us and high barriers to entry for adjacent industry participants.

We strive to operate with respect for the environment, and we are committed to sustainability across three key areas: our product portfolio, our manufacturing and supply chain and our communities. We offer environmentally sustainable solutions across nearly all of our product lines today, supporting our customers’ own sustainability goals. We are focused on increasing our use of recycled and renewable materials and making our

products recyclable or compostable. For example, through our EarthChoice brand, we offer a robust line of sustainable foodservice products. Since the start of 2019, we have launched, or expect to launch by the end of 2020, over 70 new items across many of our product categories under our proprietary EarthChoice brand. As of December 31, 2019, the EarthChoice product line included more than 250 products. We currently offer a recyclable or sustainable product for nearly every product category that we manufacture, and we have the product offering and material technology to move customers to alternative substrates. Additionally, our entire line of fresh beverage cartons are made using sustainable fiber-based materials. We have focused on reducing our carbon footprint in the manufacturing and distribution of our products. Substantially all of the products we sell in North America are manufactured by us in the United States, unlike some of our competitors. Since 2015, we have achieved a 12% reduction in absolute energy consumption, resulting in a 10% reduction in greenhouse gases. We put safety first, value our people and communities and operate in a manner that is inspiring and empowering and makes our business sustainable in the long run. We never compromise our values in the face of market forces.

Our focus on growing and recession-resilient end markets, well-invested manufacturing platforms, efficient manufacturing and distribution, innovation, long-term customer relationships and contractual cost pass-through mechanisms allow us to maintain an attractive financial profile with steady, organic revenue growth, robust margins and significant cash flows. In fiscal year 2019, on a pro forma basis after giving effect to the GPC Separation, the Corporate Reorganization and this offering, we generated $5.2 billion in net revenues, an $93 million net loss from continuing operations and $691 million in Adjusted EBITDA from continuing operations.

Strategic Initiative Management

We have a culture that constantly seeks to improve the way we work throughout our business, from our products to our manufacturing and distribution processes to the way we work with our customers. We continually seek to optimize our business through comprehensive business reviews, ideation and targeted strategic initiatives. The review process, identification of focus areas, development of actionable improvement programs and implementation and monitoring of these initiatives are coordinated and managed by our Strategic Project Management Office (the “SPMO”). Our strategic initiatives are grouped into six key areas: growth; value-added customer service; profitable innovation; cost reduction; the integration of Beverage Merchandising and sustainability.

Within each of these categories, we have a number of specific initiatives that we believe will improve our business, including: our automation and digital transformation initiatives; growth of our sustainable product offerings; reduction of our carbon footprint in our manufacturing and distribution processes; and our cost

reduction programs. We believe it is critical to embrace new technology and we have made significant investment across our business to accelerate growth and optimization opportunities. We rigorously track and measure the progress and results of each of our initiatives. We are focused on long-term planning and goal-setting strategies as well as our near term operating results. We believe our strategic initiatives help drive our revenue growth, increase our market share and increase our margins.

Our SPMO’s initiatives drive our collective, cross-functional and company-wide efforts to increase growth and profitability across our business. The systematic approach championed by our SPMO includes collaborative partnerships across our segments, regular meetings with top executives and rigorous measurement of initiatives and progress against internal benchmarks. The SPMO’s initiatives have yielded significant results both on the top and bottom line. Our strategic initiatives also include internal goals for innovation. Our objective is to generate 25% of our revenue each year from new products introduced within the prior three years. In fiscal year 2019, 20% of our pro forma net revenues were generated from products that were less than three years old. The SPMO and its initiatives will continue to impact the way we work on a daily basis.

Our Segments

We are the largest producer of fresh food and fresh beverage packaging in North America (as measured by revenue). Our operations consist of manufacturing and selling products through three reportable segments: Foodservice; Food Merchandising; and Beverage Merchandising. The pie charts below show the breakdown of our pro forma net revenues for fiscal year 2019 by our segments, geography and products.

Foodservice

Our Foodservice segment (“Foodservice”) is the #1 manufacturer of foodservice products in North America (as measured by revenue). Foodservice generated $2.2 billion in net revenues and $336 million in Adjusted EBITDA (a 16% Adjusted EBITDA margin) for fiscal year 2019 and has grown its net revenues at a 2.5% CAGR from December 31, 2017 through December 31, 2019.

Foodservice provides a broad range of convenient, on-the-go products that let consumers eat and drink the fresh food and beverages that they want, where they want and when they want with confidence. We manufacture food containers, hot and cold cups, lids, plates, bowls, cutlery and straws, wraps and cafeteria trays.

Foodservice has a large customer base that includes chain restaurants, FSRs, established and emerging QSRs, distributors, institutional foodservices (e.g. airports, schools and hospitals) and convenience stores. We serve our customers nationwide, regionally or locally, depending on their needs.

We operate in the $22 billion North American foodservice packaging industry. The industry is forecast to grow at a CAGR of approximately 3% to 4% during the five-year period from 2019 through 2024. We believe that key growth drivers in the North American foodservice market include increased demand for fresh prepared foods and beverages that can be consumed safely and easily on-the-go; growing consumer demand for eat-at-home and order-in food delivery options; increasing catering and event services; and the shift toward higher value and feature-rich formats (e.g. tamper-evident and reclosable containers) and higher priced eco-friendly products and substrates.

Foodservice offers one of the broadest selections of foodservice products in North America and was the largest producer of foodservice packaging in North America in 2019 (as measured by revenue). Foodservice held a #1, #2 or #3 U.S. market share position in almost all of its product categories in 2019. The segment is well positioned to grow with today’s “eat anywhere/anytime” lifestyle trends and is aligned with the grab-and-go, away-from-home and eat-at-home preferences of consumers, rapidly expanding food delivery services and emerging QSRs, the trend toward fresh, ready-to-eat and prepared foods and the increasing consumer demand for sustainable products and products that protect against contamination. Since the start of 2019, we have launched, or expect to launch prior to the end of 2020, over 70 new items across many of our product categories under our proprietary EarthChoice brand. Our EarthChoice brand of products offers a robust line of sustainable packaging for customers looking for alternatives to traditional products. Foodservice provides significant value for customers through its “one-stop-shop” product and service offering, packaging solutions that align with today’s consumer preferences and by providing consistent and reliable quality.

The pie charts below show the breakdown of net revenues in our Foodservice segment for fiscal year 2019 by type of customer, by product and by geography.

Food Merchandising

Our Food Merchandising segment (“Food Merchandising”) is a leading North American manufacturer of solutions that package, protect and display food and keep it safe from contamination. Food Merchandising generated $1.4 billion in net revenues and $223 million in Adjusted EBITDA (a 16% Adjusted EBITDA margin) for fiscal year 2019 and its net revenues had a CAGR of (0.4)% from December 31, 2017 through December 31, 2019.

We manufacture containers for delicatessen, bakery, produce and snack food applications; microwaveable containers for fresh, prepared and ready-to-eat food; and trays for meat, poultry and eggs.

Food Merchandising’s extensive list of customers includes supermarkets, grocery and healthy eating retailers and other food stores as well as meat, egg, agricultural and consumer packaged goods (“CPG”) processors. We serve our customers nationwide, regionally or locally, depending on their needs.

We operate in the $9 billion North American food merchandising industry. This industry is forecast to grow at a CAGR of approximately 3% during the five-year period from 2019 through 2024. We believe that key growth drivers in North American food merchandising include increased consumption of fresh produce, meat, poultry, prepared foods and baked goods; increased demand for display-ready fresh food; the shift toward smaller containers, as well as fiber-based and higher value packaging formats (e.g. higher cost meat and poultry trays for organic and specialty products) and the proliferation of products designed to meet unique functional needs such as tamper-evident and reclosable containers.

Food Merchandising has the broadest range of products and packaging solutions in North America. Over 85% of its net revenues for 2019 were from products for which it held a #1, #2 or #3 U.S. market share position. The segment is aligned with increasing customers’ demand for packaging solutions that protect and display fresh food, fresh prepared, already-cooked and ready-to-cook foods. We believe that Food Merchandising provides a compelling value proposition to customers, packages that consumers like and trust and products that meet high standards with rapid turnaround times. Product innovation is focused on high-growth emerging companies where our products help deliver our customers’ brands.

The pie charts below show the breakdown of net revenues in our Food Merchandising segment for fiscal year 2019 by type of customer, by product and by geography.

Beverage Merchandising

Our Beverage Merchandising segment (“Beverage Merchandising”) is a leading manufacturer of fresh cartons for refrigerated beverage products in North America and certain portions of Southeast Asia, primarily serving dairy (including plant-based, organic and specialties), “good-for-you” juice and other specialty beverage end-markets. Beverage Merchandising generated $1.6 billion in net revenues and $196 million in Adjusted EBITDA (a 12% Adjusted EBITDA margin) for fiscal year 2019 and has grown its net revenues at a 1.4% CAGR from December 31, 2017 through December 31, 2019.

Based on management data, Beverage Merchandising is the only integrated producer of fresh beverage cartons in North America that offers customers a “one-stop-shop” carton solution, which we refer to as the Total Packaging System Solution (“TPSS”). Beverage Merchandising manufactures and supplies integrated fresh carton systems, which include printed cartons with high-impact graphics, spouts and filling machinery. Beverage Merchandising also produces fiber-based liquid packaging board (“LPB”) for its internal requirements and to sell to other fresh beverage carton manufacturers, as well as a range of paper-based products which it sells to paper and packaging converters. Based on management data, in 2019 Beverage Merchandising held a #1 U.S. and Canada market share position in its key beverage product categories: high-barrier LPB used for gable-top cartons; printed fiber-based beverage cartons; and high-speed filling machinery.

Beverage Merchandising’s key customers include national and regional dairy, juice and specialty beverage producers, cup, plate and container manufacturers and other beverage carton manufacturers.

We primarily operate in the $1 billion North American fresh beverage carton industry. The North American fresh beverage carton industry is forecast to grow at a CAGR of approximately 1% during the five-year period from 2019 through 2024. Key growth drivers in North American fresh beverage cartons include increased demand for fresh, plant-based, organic and other specialty dairy products and specialty beverages, the displacement of other packaging formats by recyclable fiber-based cartons and the trend toward smaller size containers of one-half gallon or less. We also operate in growing emerging markets in Asia, including China, Korea, Malaysia and Taiwan and in the Middle East, including Israel, Morocco and Saudi Arabia through our joint ventures. We believe the Asian and Middle Eastern markets we serve are forecast to grow annually at approximately 5% and 3%, respectively, during the four-year period from 2020 through 2024. The growth in demand for the products we manufacture in emerging markets is driven by a growing middle class and urbanization.

One-hundred percent of our product offering is environmentally sustainable and fiber-based (excluding filling machinery and spouts) and our cartons are recyclable. We believe that Beverage Merchandising is well positioned to capitalize on consumer trends that favor fresh, conveniently-sized refrigerated beverage containers made with fiber-based materials that meet the demanding health, safety, speed and reliability requirements of customers and regulators. In addition, we believe our TPSS provides customers with a low cost solution and excellent customer service. We believe our market positions, our total systems approach, our manufacturing capabilities and our technical support and other services for customers give us a competitive advantage.

Beverage Merchandising has historically been operated and managed as a separate and independent reportable segment from our Foodservice and Food Merchandising segments. Beverage Merchandising’s leading position in fresh cartons for specialty dairy and juice gives us leadership in another “good-for-you” department around the outside of the supermarket and complements our existing leadership positions with food retailers in meat and poultry trays, fiber egg packaging, bakery and snack containers and fruit and produce containers. We believe the integration of the businesses will generate new product opportunities that capitalize on Beverage Merchandising’s fiber manufacturing and material science capabilities. We are targeting significant commercial benefits from this planned integration. We believe that by combining Beverage Merchandising with Foodservice and Food Merchandising, we will be able to provide a broader range of essential fiber-based packaging solutions for our customers. We also expect that the integration will help reduce cost by allowing us to use previously discarded materials, reduce procurement costs through combined purchasing and achieve potential cost savings through the integration of fiber and board materials.

The pie charts below show the breakdown of net revenues in our Beverage Merchandising segment for fiscal year 2019 by type of customer, by product and by geography.

Our Products

We provide a wide range of products to serve convenience-oriented consumers by making it possible for them to eat and drink the fresh food and beverages that they want, when they want and where they want. Our products range from food containers, plates and bowls, hot and cold cups, lids, wraps and cutlery to meat and poultry trays, egg cartons and reclosable fresh beverage cartons. We make products that are convenient, reliable and offer consumers features like reclosability and tamper evidence. Our products help make daily life easier for consumers by reducing the time and hassle of cleaning up. We held a #1, #2 or #3 U.S. market share position in product categories that represent approximately 80% of our total pro forma net revenues in 2019.

Our Strengths

Unrivalled product and substrate breadth for on-the-go food and beverage consumption

We manufacture the broadest range of foodservice, food merchandising and beverage merchandising products in the North American market. We offer over 13,000 unique SKUs made from a diverse range of

substrates, including resins, bio-resins, plant and paper-based fiber and aluminum. We believe our extensive product offering is part of what makes us the “one-stop-shop” for our customers by providing them the ability to switch between our products and various substrates to meet evolving customer and consumer preferences.

Our material science expertise and state-of-the-art product design and testing capabilities enable us to engineer high-performing materials and create new and innovative products to meet the demanding requirements of our customers and the preferences of consumers as well as to increase food safety. We use our material science expertise to focus on sustainability, performance and material savings. We have an industry-leading analytical lab and dedicated technology center in Canandaigua, New York where we develop innovative resin blending and compounding formulations and processes and new engineered materials using paper/fiber substrates. We also have an innovation center in Bedford Park, Illinois where we have on-site design, testing, prototyping and production capabilities. These unique material and product design capabilities allow us to partner with our customers to rapidly develop and commercialize new and innovative solutions that further increase the value we provide our customers.

Our products are formulated and fabricated in compliance with all applicable food laws and regulations. In addition, our production facilities are independently audited for adherence to good manufacturing practices. All Beverage Merchandising converting facilities have received SQF (“Safe Quality Food”) certification, and 23 Foodservice and Food Merchandising facilities have achieved BRC (“British Retail Consortium”) certification for meeting globally-recognized standards related to food safety and quality.

We believe we offer the most extensive selection of eco-friendly fresh food and beverage products in North America that are manufactured from recycled, recyclable or renewable materials and we continue to grow our offering of sustainable products with new bio-resin and fiber-based offerings. We offer customers environmentally-friendly alternatives across nearly all of our products and categories today and we believe our EarthChoice brand is the largest eco-friendly foodservice brand with one of the broadest product lines in the North American foodservice industry.

Market leading positions across a broad range of products

We are the largest producer of fresh food and fresh beverage packaging in North America (as measured by revenue). We held a #1, #2 or #3 U.S. market share position in product categories that represent approximately 80% of our total pro forma net revenues in 2019. Our scale and broad product offering, efficient low-cost nationwide manufacturing and hub-and-spoke distribution capabilities, together with the various services, efficiencies and reliability we offer customers, create our unique and compelling value proposition. We believe that our market leading positions in almost every product category in North America provide pricing power and purchasing leverage and help generate strong margins. Foodservice held a #1, #2 or #3 U.S. market share position in almost all of its product categories in 2019. Over 85% of Food Merchandising’s net revenues for 2019 were from product categories in which it held a #1, #2 or #3 U.S. market share position. Based on management data, Beverage Merchandising is the only integrated fresh beverage carton producer in North America and it held a #1 U.S. and Canada market share position in its key beverage product categories: high-barrier LPB used for gable-top cartons; printed fiber-based beverage cartons; and high speed filling machinery. We believe our market positions and scale are a significant competitive advantage and would be difficult for any competitor to replicate.

Growing consumer-oriented end markets

We serve customers in the fresh foodservice, fresh food merchandising and fresh beverage carton markets and we are well positioned to benefit from growth trends in each of these markets. Our businesses are aligned with secular growth in demand for convenient, on-the-go fresh food and beverages and for products made from sustainable materials. The graph below sets forth the historical and expected growth in the addressable North American market served by our three reportable segments:

The addressable North American Foodservice market is valued at approximately $22 billion and is expected to grow at a CAGR of 4.2% during the five-year period from 2019 through 2024. We believe the breadth of our fresh, convenience-oriented and sustainable packaging solutions positions us to benefit from the key trends driving growth in the foodservice market. Consumers are increasingly eating food prepared away-from-home, as evidenced by the growing popularity of online delivery, take-out, drive-thru, emerging QSR brands and catering and events services. There has been a significant shift toward away-from-home eating, with away-from-home consumer spending increasing to 54% of total U.S. consumer food spending in 2018, compared to only 48% in 2000. We expect away-from-home’s percentage of overall consumer food spending to continue to increase in the future. Online food delivery transactions are expected to grow approximately 10% per annum through 2024. We believe growth in on-the-go hot and cold beverage consumption will drive increased consumption of our cups, lids and straws. In addition, we believe favorable demand trends in many of our other product categories, such as growing demand for chef-inspired packaged food and restaurant-prepared foods, will also drive increased consumption of our foodservice products. Consumer preference is shifting toward higher-priced and eco-friendly fiber-based substrates, and we believe consumers are increasingly considering the quality and sustainability of food and beverage packaging when selecting restaurants for delivery, take-out and drive-thru orders. Increased demand for lightweight packaging with value-add and safety features, such as enhanced tamper evidence, is also an important growth driver in the foodservice market. We believe our extensive selection of on-the-go and sustainable products with innovative features positions us to benefit from these growth trends and earn higher margins from the sale of these products.

The addressable North American Food Merchandising market is valued at approximately $9 billion and is expected to grow at a CAGR of 3.1% during the five-year period from 2019 through 2024. We believe our expansive selection of innovative and sustainable packaging solutions positions us to benefit from market trends

driving growth in the North American food merchandising market. Consumption of fresh produce, meat, poultry, prepared food and baked goods in North America is increasing. Consumer preference is shifting toward fiber-based packaging and smaller product formats. Consumers increasingly want to be able to see the food they buy while being assured of its safety and they increasingly want food that is fresh and ready-to-eat. In addition, the North American food merchandising market is projected to grow as consumers shift toward higher value and feature-rich formats (e.g. innovative tamper-evident containers and recycled PET meat and poultry trays for organic and specialty products) and with the proliferation of proprietary products designed to meet unique functional needs for customers, such as meat and poultry trays that are engineered to be packed and wrapped at high speeds. We believe we are positioned to benefit from these trends due to our wide-ranging product offerings and our ability to design and develop innovative on-trend products that meet evolving consumer preferences and the specific requirements of our customers.

The addressable North American Beverage Merchandising market is valued at approximately $1 billion and is expected to grow at a CAGR of 0.6% during the five-year period from 2019 through 2024. We believe demand for fresh beverage cartons will increase as consumer preference shifts toward fresh, refrigerated, organic and plant-based dairy and smaller product formats (i.e. cartons that are one-half gallon or smaller). We believe that demand will also increase as consumer preference shifts toward convenient, sustainable and visually-attractive printed fiber beverage cartons from alternative formats. We believe that a growing middle class and urbanization trends in emerging markets in Asia position us to continue benefitting from international growth as well. We believe our broad range of sustainable, fiber-based beverage packaging will allow us to benefit from these trends.

An important trend affecting all three of our business segments is the growing preference of consumers for fresh and prepared food and fresh beverages. Almost every product we make across our three segments is specifically designed for fresh food and beverages and we expect to benefit from the consumer’s desire to increasingly eat and drink fresh. Whether consumers eat at home or away-from-home, we believe we are well-positioned to cater to their preferences. The following graphs set forth the expected growth in the U.S. away-from-home meals market and the U.S. online food delivery market during the five-year period from 2019 to 2024.

Compelling value proposition backs longstanding strategic partnerships with blue chip customer base

Our customer relationships across leading FSRs and QSRs, foodservice distributors, supermarkets, grocery and healthy eating retailers, other food stores, fresh food and beverage producers, food packers and food processors are based on a long history of trust. We believe we have developed strong long-term partnerships with a diverse group of blue-chip customers due to our compelling value proposition driven by our broad range of products, the range of substrates we manufacture products from, our national distribution network and our ability to quickly design and manufacture innovative custom solutions.

We believe our “one-stop-shop” model offers our customers significant commercial, logistics and cost advantages. Our breadth of products and nationwide network of regional mixing centers means we can partner with customers anywhere in the United States and meet their wide-ranging food and beverage packaging needs. We offer our customers the ability to work with one salesperson, place one order with one customer service representative and receive one shipment, thereby improving efficiencies and lowering working capital. Customers are able to minimize supply chain and logistics costs by shipping with full truck loads from our distribution centers rather than shipping from multiple locations or overseas with our competitors.

We partner with our customers to develop new product designs that help them market their brands. Through our leading production technology and material science expertise, we are able to rapidly develop on-trend new products with features that meet the evolving preferences of consumers. As a result, we serve a critical role in developing and differentiating iconic food and beverage brands for our customers with consumers.

Customers rely on our products to help protect their brands by keeping food and beverages safe and fresh. Whether it is a hot coffee cup with the iconic logo of one of our national Foodservice customers or Food Merchandising’s clear containers that let consumers see the fresh salads and fruit at their supermarket, our products are integral to consumers’ everyday lifestyles. Each one of Beverage Merchandising’s fresh beverage filling machines safely and reliably fills approximately 1 million cartons each week for our customers without leakage or spoilage, which is critical to protecting their brands. Customers depend on the quality, reliability and performance of our products for critical applications like these and many others. Our customers trust us with their brand reputation each time they use our products.

We have also invested in programs that allow us to better serve our clients by improving the procurement process. Our VPA tool helps customers navigate our extensive product offering and directs them toward the products that best fit their packaging needs.

We believe these value-added services differentiate us from our competitors and strengthen our position as a leading strategic partner with our customer base.

Examples of our customers by segment:

Well-invested, nationwide footprint and unique distribution model enhances competitive position

We have a large well-invested, manufacturing base and a hub-and-spoke distribution network in the United States and the international geographies in which we operate. The majority of our assets are in the United States, which allows us to provide an extensive offering of products manufactured in the United States to our customers. We believe our manufacturing footprint and distribution network provides us a competitive advantage in each of our segments. Foodservice is the only manufacturer in the United States with an extensive nationwide hub-and-spoke distribution network, which enables customers to buy across our entire product offering. Food Merchandising is a low cost U.S. manufacturer with well-invested facilities that are within close proximity to our customer base. We have an unrivalled product offering in the North American foodservice and food merchandising markets and a “one-face-to-the-customer” service model. This service model uses one sales representative per account to produce one order which is supported by one customer service representative that is responsible for one shipment with one invoice. We believe Beverage Merchandising is uniquely positioned in the U.S. and in the emerging markets we serve as the only producer that manufactures fresh beverage cartons, filling machinery and LPB, which we believe positions us as a low cost solution with excellent customer service.

We have made manufacturing flexibility a priority in our investment of capital. We are able to offer substrates and product lines to match changing market needs efficiently and at low cost. This enables us to scale production to match the requirements of our customers and trends in the market, including for example, increasing our use of recycled and recyclable material to produce a greater number of sustainable products and earn higher margins from the sale of these products. We have strategically invested in flexible manufacturing assets that can be quickly converted to produce alternative products. Our broad manufacturing base includes approximately 900 production lines and we manufacture approximately 115 billion units each year. We believe the flexibility of our manufacturing capabilities across our large asset base is a competitive advantage.

Foodservice has 16 manufacturing plants. Food Merchandising has 24 manufacturing plants. Foodservice and Food Merchandising share the use of 26 warehouses and 8 regional mixing centers. Beverage Merchandising has 6 U.S. beverage carton manufacturing plants, 7 international beverage carton manufacturing plants (including 3 plants in our joint ventures), 2 filling machinery plants, 3 extrusion plants, 2 integrated LPB and paper mills and 3 chip mills. Each of our manufacturing plants is managed by a manufacturing director, and we utilize lean operating practices and information technology to measure performance against objective metrics to optimize manufacturing efficiency and reduce cost. We estimate that it would require more than $11.6 billion to replicate

our manufacturing assets, and we believe it would be exceedingly difficult to recreate our proprietary manufacturing know-how and in-house developed technologies that enable us to produce the broad range of high-quality products we efficiently manufacture, distribute and sell to customers. In addition, it would be difficult to construct comparable manufacturing facilities across the breadth of our locations and capabilities.

We have made significant investments in our manufacturing plant network, including approximately $636 million in pro forma capital expenditures over the last two fiscal years, approximately $374 million of which has been invested in growth and productivity initiatives. These investments have centered on automation, operational efficiencies and innovation for value-add and eco-friendly product offerings. Recent investments include capacity expansions, increased process speed, yield improvements and new processes and capabilities. We believe that these investments will help drive future growth in net income from continuing operations and Adjusted EBITDA from continuing operations.

Sustainability focus is aligned with today’s consumer preferences and our customers’ goals

We offer a broad range of sustainable products that are made with recycled, recyclable, renewable or compostable materials. We manufacture an eco-friendly alternative across nearly our entire range of products and offer products made from seven different types of sustainable substrates. Through our state-of-the-art production technology and material science experience, we have the ability to develop new value-add and sustainable materials and solutions. We believe we are well positioned to benefit from changing consumer preferences for more environmentally sustainable products. In fiscal year 2019, approximately 65% of our pro forma net revenue came from products made from recycled, recyclable or renewable materials. In addition, based on third-party industry research and management estimates, the global addressable market for sustainable packaging is estimated to grow at a 5-10% CAGR through 2025.

In addition, many of our customers have publicly-stated goals to increase the use of sustainable products. Significant portions of our new product and material innovations are geared toward developing sustainable products for our customers. As current customers using traditional materials look to switch to more sustainable alternatives, we are well-positioned to quickly and effectively support them. With a high percentage of our net revenue coming from products that are made from recyclable or other sustainable materials, we are helping our customers achieve their own sustainability goals.

Foodservice offers a rapidly growing selection of sustainable products through our EarthChoice brand. Food Merchandising is the leading North American producer of fiber-based egg packaging. The portfolio includes over 250 products, each with at least one of our four environmental attributes:

Beverage Merchandising’s reclosable fresh beverage packaging consists entirely of sustainable fiber-based cartons (excluding spouts). Our cartons are recyclable and are made with over 70% renewable material. We hold third-party certifications from Forest Stewardship Council, the Programme for the Endorsement of Forest Certification and the Sustainable Forestry Initiative which demonstrate our commitment to responsible wood procurement and chain-of-custody procedures.

In addition to our use of recycled and renewable materials, we also support efforts to expand opportunities for consumers to recycle or compost our products, notably as one of the founding members of the Carton Council, Paper Recovery Alliance, Plastics Recovery Group, Foam Recycling Coalition and the Paper Cup Alliance. We have demonstrated our commitment to use more recycled plastic by joining the Association for Plastic Recyclers’ Demand Champions program. We engage with the composting industry through the U.S. Composting Council, and a growing number of our products are certified compostable by the Biodegradable Products Institute. We are a longstanding member of the Sustainable Packaging Coalition, an industry working group dedicated to a more robust environmental vision for packaging.

We are working to limit our environmental impact by reducing greenhouse gas emissions, increasing energy efficiency and minimizing waste going to landfills. For example, nearly 60% of the energy we use in Beverage Merchandising to make paper comes from biomass, a renewable energy source, and we generate solar energy for local communities near our Canton, North Carolina mill. In addition, we consistently optimize our freight routes in order to lower fuel consumption, and we recycle internally almost all our plastic processing scrap in manufacturing our own products and we recycle externally our paper scrap, which reduces material going to landfills.

Demonstrated track record of new product development

We have a proven history of product innovation, including the introduction of new products and the addition of innovative features to existing products. We have introduced over 3,800 new products, including over 500 new sustainable products within the last 5 years. Innovation is a core capability we are proud of and a key focus area going forward as we strive to enhance our product portfolio, drive growth and increase margins.

We have significant intellectual property and proprietary know-how. We hold over 400 patents related to product design, utility and material formulations.

Our primary focus areas for product innovation are the development of packaging with new value-add features, engineering new materials that improve the performance of our products and commercializing new environmentally-friendly packaging solutions. Both consumer preferences and the requirements of our customers continually evolve and we strive to develop new value-add features and products to meet those needs. Through our long-standing customer relationships, we gain valuable insight into our customers’ needs and are able to identify, engineer and develop the optimal products for them. Functionality, quality, material savings, brand marketing and safety are key drivers in our product development. Examples of our product innovations include reclosable beverage cartons, proprietary SecuriTESMART tamper-evident containers, strawless lids, compostable cutlery and recycled PET containers.

In Foodservice, our product innovation initiatives are focused on developing new products made from sustainable materials. Since the start of 2019, we have launched, or expect to launch by the end of 2020, over 70 new items across many of our product categories under our EarthChoice brand. In Food Merchandising, our product innovation is focused on rapidly growing emerging companies for whom packaging helps deliver their brand. In Beverage Merchandising, we have developed a variety of carton designs to help beverage manufacturers differentiate their products and generate stronger brand recognition. Our barrier board technology allows our customers to achieve longer shelf life for their products as well as protecting against the loss of vitamins and other nutrients.

In 2019, on a pro forma basis, we spent a total of $22 million on research and development efforts. We have dedicated technology and innovation facilities, and we employ personnel focused on product development, material innovation and process improvement. We maintain a robust pipeline of potential new projects related to new products, materials and process improvements, and we currently have over 150 active projects across our three segments. Examples of the commercialization of our research and development projects include:

Attractive financial profile with strong free cash flow generation

We have an attractive financial profile with strong free cash flow generation. Our large and growing end markets, unrivalled North American manufacturing and distribution network, effective raw material cost pass-throughs and active cost management result in high margins and strong free cash flow generation. The majority of our net revenues are pursuant to long-term customer contracts that include resin and other raw material cost pass-through provisions, and many of our contracts include cost pass-through provisions for other cost

components, including freight, energy, labor and cost of living. The contractual pass-through mechanisms ensure that substantially all increases and decreases in the cost of resin are passed on to customers, which mitigates the effect of resin price movements on our profitability. We also effectively manage our raw material costs by leveraging our significant purchasing scale to obtain favorable pricing with our diversified supplier base.

We intend to use the proceeds of this offering to repay a portion of our existing indebtedness and, in the long-term, we expect to use a portion of our available free cash flow to further delever our balance sheet. While we have operated the business with significantly higher leverage in the past, we intend to significantly delever our balance sheet using the net proceeds of this offering, plus cash on hand, and we are focused on further deleveraging our balance sheet in the long-term to achieve a target leverage ratio of approximately 3.0x net debt (defined as total principal amount of debt less cash and cash equivalents) to Adjusted EBITDA.

Recession-resilient financial profile

The data presented in the graphs below represent the respective segment measure of performance, derived from separate financial statements not included in this prospectus. Pactiv Foodservice / Food Packaging was a segment of Pactiv Inc., prior to our acquisition of Pactiv Inc. in 2010, and is substantially consistent with the aggregation of our currently reported Foodservice and Food Merchandising segments. This data was prepared in accordance with GAAP applicable at the time of the issuance of the financial statements of Pactiv Inc. from which it was derived. Evergreen was one of our reportable segments for the periods presented and is consistent with our currently reported Beverage Merchandising segment. This data was prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable at the time of the issuance of the financial statements of the Group from which it was derived.

We believe our participation in recession-resilient food and beverage end markets helps us maintain a strong financial profile for each of our segments throughout the economic cycle. Regardless of the economic environment, consumers will continue to eat and drink and our products keep their food and beverages safe and fresh. For example, as illustrated in the chart above, during the 2008-2009 recession the financial performance of Pactiv Foodservice / Food Packaging and Evergreen improved while the S&P 500 decreased by approximately 24% during that same two year period.

Our strong financial profile is also driven by our long-term contracts with customers that average approximately three years in length and that contain raw material, energy, freight and other variable costs pass-through mechanisms. We have secured long-term contracts with many of our major customers, and together these contracts represented a total of 55% of our pro forma net revenues for the year ended December 31, 2019. Of the total net revenues generated pursuant to these contracts in 2019, 90% was covered by specific and effective cost pass-through mechanisms that insulate us to a substantial extent from fluctuations in raw material

and other variable costs. We expect the combination of long-term contracts with our customers and the pass-through mechanisms in many of these contracts will lead to greater certainty of future net revenues and help reduce the volatility of our net income (loss) from continuing operations and Adjusted EBITDA from continuing operations.

World-class management team

We have a committed team of talented management, led by John McGrath, our Chief Executive Officer, who has over 35 years in the industry. The rest of our leadership team averages over 20 years of industry experience.

Our management team is focused on their vision for the Group, which includes a culture of innovation, excelling at quality and service, creating relied-on products that are part of people’s lives, minimizing our impact on the environment and constantly evolving the business to meet customers’ needs. Our management team’s key accomplishments include integrating, developing and growing the Group with a strong ethics-driven and safety-focused culture while still achieving a leading market share and strong financial results. In addition, we attribute our lower than industry standard employee turnover rates to our collaborative, trustworthy company culture and our unwavering commitment to safety and to our approximately 15,000 employees. Our strong management team is well positioned to effectively manage the business into the future with a depth of talented and dedicated employees already primed to lead the next generation of the Group.

Our Strategy

Continue to capitalize on our industry leading position and grow with our customers

We participate in large and growing food and beverage markets with strong market penetration. We have market leading positions in many of the product categories that we participate in and have developed longstanding strategic partnerships with our customers. We offer our customers a broad and innovative selection of product solutions across a wide range of substrates. We provide a wide range of value-added services to our customers. We believe our extensive manufacturing and distribution network makes us one of the lowest cost and most flexible manufacturers in our industry. We have the capability to meet the demanding and evolving product, material and performance requirements of our customers. We are positioned to supply customers in fast-growing markets, such as fresh and prepared food delivery, healthy eating retailing and plant-based dairy substitutes, and

in emerging market geographies. We believe we offer our customers a unique and compelling value proposition. These factors and our focus on offering a high quality portfolio of food and beverage packaging products provide tremendous value to our customers and continue to drive growth.

Target profitable growth through new and innovative products

Our demonstrated track record of product innovation has in our view helped differentiate us from our competitors and gain business with customers. Our product innovation drives incremental growth and margin within the product categories in which we compete. We intend to use our broad manufacturing capabilities, product development know-how and material science expertise to continue to add to our product offering and to enter adjacent product categories across our segments.

We believe there are significant opportunities in the markets we serve for us to develop new products. We are developing products with increased functionality and innovative features to help our customers improve the fresh, prepared and ready-to-eat products they offer to consumers. We are also developing products to build consumers’ point of sale awareness of our customers’ brands. Additionally, we believe increasing environmental awareness, sustainability and safety concerns of consumers will continue to create significant new product opportunities for us. We expect these and other new opportunities will generate higher margins and incremental profitable growth for us.

In Foodservice, we are introducing new compostable plates and bowls made from internally sourced proprietary fiber board, compostable cutlery and straws made from plant-based resins, two-piece polypropylene container systems and strawless lids made from recyclable resins. In Food Merchandising, we are introducing recycled PET meat trays, recycled PET foam egg cartons, recycled PET thermoformed containers, ovenable CPET containers and recycled PET hinged-lid containers with proprietary tamper-evident hinge features under the SecuriTESMART tamper-evident line. In Beverage Merchandising, we have introduced our SmartPak line of sustainable beverage cartons and we are developing a poly-free fiber board for use in paper cups and cartons, which we believe will be a major product innovation.

Execute on operational excellence, grow our business and reduce cost

Since 2017, we have experienced headwinds in our operations due to a variety of factors, many of which we believe have subsided or which we are actively addressing through strategic capital initiatives that we believe also position the Company for future growth. We believe the declines in our Adjusted EBITDA from continuing operations we have experienced during this period are largely attributable to temporary factors that include: increased labor costs of $73 million due to labor shortages in 2018; increased freight and logistics costs of $74 million primarily driven by a shortage of truck drivers in 2018; increased raw material costs driven primarily by inclement weather that affected Beverage Merchandising’s primary source of wood raw materials in 2019 of $33 million; and operational issues driving higher costs of $19 million at our two Beverage Merchandising mills in 2018 and 2019. As a result of certain other headwinds, which include certain selling, general and administrative expenses, manufacturing costs (excluding labor costs) and volume changes related to distribution, we have also experienced additional costs totaling $56 million since 2017. The conditions that drove the increased freight, raw material and labor costs have subsided. Nonetheless, to address the labor shortages, we have implemented automation programs to decrease total labor costs. At our Beverage Merchandising mills, we have invested in our assets and our systems to increase our operational efficiency. These and other initiatives are part of the 4-year strategic investment program that we began in 2018 and plan on completing by the end of fiscal year 2021.

Over the two year period ended December 31, 2019, we invested approximately $374 million in pro forma capital expenditures in a number of strategic initiatives to grow our business and reduce cost. These strategic initiatives involve automation, operational efficiency and the development and launch of new products and capabilities. We believe these initiatives will further enhance our value proposition and product offering for customers, streamline and further reduce the cost of our manufacturing and distribution of products and position us to capitalize on growth opportunities in the markets we serve.

We have targeted a weighted average expected payback period of approximately 2.0 years for these strategic capital investments. We define expected payback period as the number of years of targeted benefit to Adjusted EBITDA required to equal the amount of our investment.

The table below summarizes the capital costs we have incurred on these projects, the expected payback periods, the Adjusted EBITDA benefits we have achieved through December 31, 2019 and June 30, 2020 and the total targeted Adjusted EBITDA benefit. Included in the $374 million of total 2018-2019 strategic investments is approximately $228 million we invested in growth initiatives and approximately $146 million we invested in a series of initiatives that we believe will increase the efficiency of our operations and further reduce our costs. As the data in the table shows, for the 12 months ended June 30, 2020 initiatives that we have implemented at our Foodservice, Food Merchandising and Beverage Merchandising segments have realized Adjusted EBITDA benefits of $47 million, $24 million and $8 million, respectively.

We intend to invest approximately $287 million over the two year period ended December 31, 2021 in what we believe are high return new strategic initiatives or to complete strategic investments in process. In the six months ended June 30, 2020, we invested approximately $59 million of this $287 million total amount of capital expenditures. Included in the $287 million of total targeted 2020-2021 strategic investments is approximately $145 million we plan to invest in growth initiatives and approximately $142 million that we plan to invest in a series of initiatives that will increase the efficiency of our operations and further reduce our costs. We have targeted a weighted average expected payback period for these investments of approximately 2.5 years. The table

below summarizes our 2020-2021 strategic capital investments and the expected payback period we estimate for those investments.

As discussed above, we are making strategic investments in a number of targeted programs to further improve our operations, grow our business, and reduce our costs with the goal of increasing the Adjusted EBITDA of our reportable segments. Details of the strategic initiatives include:

In addition to the strategic investment program described above, we have implemented a series of operating initiatives to improve our operating performance. These operating initiatives focus on effective pricing, speed of changeovers, labor management, total maintenance cost and offsetting inflation. These initiatives do not require any significant capital expenditures and are expected to help improve our operating efficiency.

Integrate Beverage Merchandising

Beverage Merchandising has historically been operated and managed as an individual reportable segment, separate from Foodservice and Food Merchandising. Beverage Merchandising’s leading position in fresh cartons for specialty dairy and juice gives us leadership in another “good-for-you” department around the outside of the supermarket and complements our existing leadership positions with food retailers in meat and poultry trays, fiber egg packaging, bakery and snack containers and fruit and produce containers. We believe the integration of the businesses will generate new product opportunities that capitalize on Beverage Merchandising’s fiber manufacturing and material science capabilities. We will leverage Beverage Merchandising’s fiber capabilities and Foodservice and Food Merchandising’s resources to create innovative customized products. For example, we have launched a line of fully compostable paper plates and bowls under the EarthChoice brand, which combines the strengths of Beverage Merchandising’s barrier board manufacturing technology and Foodservice’s go-to-market expertise.

We believe we can complete the integration with limited capital expenditures. We plan to invest approximately $34 million to capitalize on commercial opportunities created by the integration of the businesses, such as the development of new products like paper hot cup sleeves, paper tray liners, paper bags and other paper foodservice products. We believe these investments have an attractive payback period and will help drive future growth.

Focus on sustainability as a growth opportunity

We view sustainability as a growth opportunity. We offer one of the broadest lines of eco-friendly products for fresh food and beverages in the North American market to support our customers’ sustainability goals and

meet consumers’ demands. Unlike some other industry participants, most of our environmentally friendly products are produced in the United States.

We believe we are well positioned to benefit from trends toward sustainable products. Consumers increasingly prefer products which are made from recycled, recyclable or renewable materials. Consumers are also often willing to pay more for food and beverage items made from environmentally-friendly substrates, which result in sales with higher profitability for us.

Across our business, we believe we are well positioned to benefit from growth in fiber-based, recycled, recyclable and compostable packaging. We currently offer a recyclable or sustainable product for nearly every product category that we manufacture and we have the product offering and material technology to move customers to alternative substrates. Many of our customers have publicly-stated goals to increase the use of sustainable products and we are committed to launching new and innovative sustainable product lines for our customers. In Foodservice, we continue to develop and introduce new products under the EarthChoice brand, which includes a comprehensive sustainable portfolio of products made with bio-resins, fiber, recyclable PET and mineral filled polypropylene. In Food Merchandising, we are the largest producer of molded fiber egg cartons in the United States and believe we are positioned to benefit from shifts toward fiber and away from foam polystyrene. Our Food Merchandising segment continues to produce new sustainable product innovations, such as our recycled PET meat trays and egg cartons. In Beverage Merchandising, we continue to develop new fiber-based beverage cartons, such as our SmartPak line of sustainable cartons. We are reducing our carbon footprint by increasing our recycled resin content, growing our fiber-based product offering and using recyclable resins and materials, such as infinitely-recyclable aluminum.

We actively manage our portfolio of products to capitalize on material substitution opportunities to improve Adjusted EBITDA from continuing operations. For fiscal year 2019, approximately 65% of our pro forma net revenues, or approximately $3.4 billion, were derived from products made with recycled, recyclable or renewable materials. The approximately $3.4 billion of pro forma net revenues during fiscal year 2019 was comprised of approximately $965 million of pro forma net revenues from sales of recycled and recyclable PET and polypropylene, approximately $2.055 billion of pro forma net revenues from sales of molded fiber and paper products and approximately $380 million of pro forma net revenues from sales of other recyclable and compostable materials. We are committed to our goal of achieving 100% of sales from recycled, recyclable or renewable materials by 2030.

Carefully evaluate and pursue highly accretive acquisitions

Given the breadth of our product offering, multiple business platforms in fresh food and beverage merchandising and the scale of our manufacturing, distribution and customer network, we believe we are well positioned to grow through strategic acquisitions within our industry. Furthermore, we believe we have a competitive advantage over our peers in mergers and acquisitions due to our historical acquisition track record and ability to leverage our scale to generate incremental synergies versus our peers.

We are an experienced consolidator with a proven track record of successfully integrating our acquired companies to capture synergies and broaden our product offering. We intend to continue to apply a selective and disciplined acquisition strategy that focuses on enhancing our scale, product diversity and geographic reach, while bolstering our financial performance through synergies and additional cash generation. In addition, we may also divest non-core assets from time to time.

Environmental, Social and Governance Commitments

Environmental

Through our sustainable product offering and efficient manufacturing processes, we intend to reduce our impact on the environment. Since 2015, we have achieved a 12% reduction in absolute energy consumption, which resulted in a 10% reduction in greenhouse gas emissions. Our recyclable and compostable product offering helps reduce the amount of our products that end up in landfills. In the last four years, approximately 65% of Foodservice/Food Merchandising’s waste has been recycled each year. We are dedicated to meeting the highest standards of sustainability. For example, 100% of Beverage Merchandising’s fiber meets the SFI Fiber Sourcing standards for sustainable fiber.

We currently offer a wide variety of sustainable products offered through our leading EarthChoice brand or under our customers’ brands. While we are proud of the fact that 65% of our pro forma net revenues are currently derived from materials that are recyclable, recycled or renewable, we are focused on reaching our goal of 100% by 2030.

In addition, we support efforts to expand opportunities for consumers to recycle or compost our products, notably as one of the founding members of the Carton Council, Paper Recovery Alliance, Plastics Recovery Group, Foam Recycling Coalition and the Paper Cup Alliance. We have demonstrated our commitment to use more recycled plastic by joining the Association for Plastic Recyclers’ Demand Champions program. We engage with the composting industry through the U.S. Composting Council, and a growing number of our products are certified compostable by the Biodegradable Products Institute. We are a longstanding member of the Sustainable Packaging Coalition, an industry working group dedicated to a more robust environmental vision for packaging. We hold third-party certifications from Forest Stewardship Council, the Programme for the Endorsement of Forest Certification and the Sustainable Forestry Initiative which demonstrate our commitment to responsible wood procurement and chain-of-custody procedures. We plan to publish our first comprehensive sustainability report, cataloguing our extensive sustainability initiatives and metrics, during the third quarter of 2020.

Social

We are committed to engaging our employees and communities through a variety of social initiatives centered around safety, leadership and community involvement. Safety is a core value and affects everything we do. Our manufacturing facilities have achieved safety metrics that are approximately three times better than industry average in 2019. We had a total recordable incidence rate of 1.14 compared to the industry average of 3.20, a total lost time rate of 0.83 compared to the industry average of 1.93, and a total lost workday rate of 0.35 compared to an industry average of 0.93. In addition to our safety-oriented culture, we invest in the health and well-being of our employees, as evidenced by the approximately $30 million of investments in employee comfort and convenience initiatives in our facilities since the beginning of 2019.

We are committed to values of respect for our people and our communities and we focus on attracting and retaining a diverse workforce. For example, we engage our communities and provide leadership opportunities for our employees through our Operations Leadership Development Program and our Leadership Advisory Council. Our Operations Leadership Development Program recruits Junior Military Officers and puts them through an intensive training program to fast-track their transition into manufacturing and logistics leadership roles. Thirty-one candidates have successfully completed or are currently enrolled in this program and seven are currently Plant Managers or Warehouse Operations Managers. Our Leadership Advisory Council identifies high performing and high potential employees. We also provide these employees with the executive mentorship and guidance needed for them to excel, and we provide them with leadership and strategy development training. This program has been highly successful, with two of our CEO’s direct reports having participated in the program.

Governance

We have implemented a strong, independent governance program. The composition of our board of directors reflects our commitment to independence. Of the seven members of the board, four are independent members, including two women. The chairman of our board of directors is also an independent member.

Recent Developments

COVID-19 Impact on the Group

On March 11, 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization, which recommended containment and mitigation measures worldwide. Our operations, sales, and, to a lesser extent, our supply chain have been impacted by the pandemic, and we expect that impact to continue.

Although many jurisdictions implemented, for various periods of time, stay-at-home, closures or similar measures designed to limit the spread of COVID-19, resulting in the temporary closing of many businesses, these orders include exemptions for “essential businesses.” All of our operations fall within those exemptions and have remained open. Some of our facilities, however, operate in communities that have had high incident rates of COVID-19, resulting in many persons out sick or in quarantine, which has impacted production at some plants. We have implemented several policies designed to protect our employees and our customers including screening employees for all symptoms of COVID-19 (including increased temperature checking), ensuring social distancing is observed, providing physical barriers and personal protective equipment where employees work closely together, tracking and tracing of COVID-19 positive employees to identify close contacts and locations frequented, engagement of third-party vendors to deep-clean and sanitize facilities and enhancing pay and leave policies to ensure employees experiencing symptoms of COVID-19 stay at home. While certain of these measures taken have increased our costs, we remain committed to adapting our policies and procedures to ensure the safety of our employees and compliance with federal, state and local regulations while the pandemic continues.

We have taken actions to reduce non-essential spending, including the furlough of certain of our employees, reducing working capital in areas affected by lower sales and reducing non-essential capital spending. We estimate that we will realize approximately $12 million in annual savings from plant fixed cost reductions, $20 million in annual savings from selling, general and administrative expense reductions and $19 million in annual savings from other cost reduction initiatives. We believe we have realized $12 million of cost savings in the six months ended June 30, 2020 as a result of these actions. Additionally, we plan to invest approximately $9 million in high-return capital investments to rebalance our manufacturing operations and shift focus towards products with increased demand due to the COVID-19 pandemic.

The COVID-19 pandemic had a significant impact on our results of operations in the second quarter of 2020, particularly in our Foodservice segment, with lesser impacts in our Food Merchandising, Beverage Merchandising and Graham Packaging segments. Our Foodservice segment has experienced a significant decline in net revenue due to the closure or reduced activity of restaurants. Our Foodservice customers have begun adapting to COVID-19 restrictions and changes in consumer behavior by offering more take-out and online ordering options. Consistent with the easing of restrictions, towards the latter part of the second quarter of 2020 we experienced an increase in volumes and net revenues in our Foodservice segment. Our Food Merchandising segment has experienced a strong market demand for many of our products such as meat trays as people continue to eat more at home, while there has been a decline in demand for other products, such as bakery and snack containers typically used in many of the group gatherings that were either canceled or scaled back during the second quarter. Within our Beverage Merchandising segment, sales of fresh beverage cartons have remained relatively constant with declines in sales of school milk cartons being offset by higher demand in the retail segment, while sales in the paper markets have declined due to a decrease in demand of printed publications and

advertising. The COVID-19 pandemic has adversely impacted some of our operations, particularly at our Beverage Merchandising sites, with a number of staff absent from work on sick leave. This has resulted in some lower production volumes and increased overtime and temporary labor costs. The pandemic has also slightly slowed the implementation of some of our operation excellence programs as contractors have not been able to travel to our sites and, to ensure staff safety, we have restricted the number of third party contractors allowed into our plants. Our Graham Packaging segment has experienced a minimal net positive impact with an increase in demand for containers used for food, beverages and disinfectants offset by a decrease in demand for containers used in automotive markets as a result of people driving less.

While our results of operations are starting to recover from the impact of the COVID-19 pandemic, we expect that the COVID-19 pandemic will continue to negatively impact our results of operations in future periods as the macroeconomic environment changes and consumer behavior continues to evolve. Based on data currently available, we expect the impact of the COVID-19 pandemic on our business to be less significant in the third quarter of 2020 as compared to its impact in the prior quarter. However, the general effects of the COVID-19 pandemic continue to change and remain unpredictable. We make no assurances as to the future results of our business.

In facilities that manufacture, warehouse and distribute products with softening demand, we have taken measures to reduce spending and production accordingly. To date, we have not experienced significant issues within our supply chain, including the sourcing of materials and logistics service providers. However, this may change the longer the pandemic continues.

We believe the increased demand for certain of our products results from more people eating at home and increased cleaning due to the pandemic. We cannot predict if, or for how long, such increased demand will continue. For those products with decreased demand, we do not expect to recover the sales lost during the pandemic, and certain industries we serve, primarily the restaurant industry, are experiencing severe impacts and may not return to pre-pandemic strength for a significant period of time. The duration of the COVID-19 pandemic remains unknown, and its ongoing impact on our operations may not be consistent with our experiences to date.

In addition, we have experienced volatility in the net liability for our pension plans, with the value of plan assets and liabilities impacted by changes in financial markets in connection with the COVID-19 pandemic. See “Risk Factors—We face risks associated with certain pension obligations.”

The table below shows the monthly Adjusted EBITDA of each of our reportable segments, on a pro forma basis.

On a pro forma basis, after giving effect to the GPC Separation, the Corporate Reorganization and this offering, as of June 30, 2020, we had $504 million of cash and cash equivalents on hand and $259 million available for drawing under our revolving credit facility (which may be reduced to $207 million of availability as a result of the Concurrent Debt Transactions described below). Following our repayment of borrowings as part of the Corporate Reorganization, our next significant near term maturity of outstanding borrowings is the U.S. term loan under our Credit Agreement, which matures in February 2023. Our revolving credit facility, which is currently used for letters of credit, matures in August 2021. As part of the Concurrent Debt Transactions, we

intend to extend the maturity of a portion of the U.S. term loan under our Credit Agreement to February 15, 2026 and the maturity of our revolving credit facility under our Credit Agreement to August 5, 2024. We do not currently anticipate that the COVID-19 pandemic will materially impact our liquidity over the next 12 months.

CARES Act

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in March 2020. Retroactive provisions of the CARES Act entitle us to utilize additional deferred interest deductions, which lower our taxable income for the year ended December 31, 2019. The CARES Act also increases the allowable interest deductions for the year ending December 31, 2020. As a result of the CARES Act, we recognized a tax benefit in the six months ended June 30, 2020 of $90 million in respect of adjusting our taxable income for the year ended December 31, 2019. This estimate will be updated when our U.S. federal and state tax returns for the year ended December 31, 2019 are finalized and filed.

Concurrent Debt Transactions

Prior to the pricing of this offering, we launched a senior secured notes offering, revolving credit facility refinancing amendment and term loan refinancing amendment (the “Concurrent Debt Transactions”), as described below. Unless otherwise indicated, the unaudited pro forma consolidated financial data included elsewhere in this prospectus does not give effect to the Concurrent Debt Transactions.

Senior Secured Notes Offering

Prior to the pricing of this offering, we launched a private placement (the “Senior Secured Notes Offering”) of $1,000 million aggregate principal amount of senior secured notes (the “New Senior Secured Notes”). The Senior Secured Notes Offering has been made pursuant to a separate confidential offering memorandum, and nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the Senior Secured Notes. Completion of this offering is not conditioned upon completion of the Senior Secured Notes Offering, although the consummation of the Senior Secured Notes Offering will be conditioned upon the completion of this offering. If consummated, we intend to use the net proceeds from the Senior Secured Notes Offering to repay certain indebtedness. See “Use of Proceeds.”

To the extent the Senior Secured Notes Offering is consummated, the New Senior Secured Notes will be guaranteed by the same parties and secured by the same collateral that guarantee and secure our Credit Agreement and our existing Senior Secured Notes. The indenture governing the New Senior Secured Notes will include similar restrictions and covenants as our existing senior secured notes, that will, among other things and, subject to a number of qualifications and exceptions, restrict our and certain of our subsidiaries’ ability to, incur indebtedness; make restricted payments, including paying dividends or other distributions on our common stock and repurchasing our common stock; make investments; consummate certain asset sales; engage in certain transactions with affiliates; grant certain liens; and consolidate, merge or transfer all or substantially all of our assets. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 9—Debt in our annual consolidated financial statements included elsewhere in this prospectus.

There can be no assurance that we will be able to consummate the Senior Secured Notes Offering on the terms described herein or at all. The terms of the New Senior Secured Notes described herein are subject to change and a number of conditions.

Revolving Facility

Prior to the pricing of this offering, we launched a revolving credit facility refinancing amendment with respect to our Credit Agreement to extend the maturity of the revolving credit facility under our Credit

Agreement and reduce the commitments under such revolving credit facility by $52 million to a total of $250 million. The maturity of the revolving credit facility will be extended from August 5, 2021 to August 5, 2024, subject to the springing maturity provision described below. The extended revolving credit facility will contain a springing maturity provision that will adjust the maturity date of the revolving credit facility to the date that is 91 days prior to the maturity date applicable to any of the term loan facility, our senior secured notes and/or our senior unsecured notes (“Reference Debt”) if the aggregate principal amount of such Reference Debt outstanding at such time exceeds $500 million. Following any such maturity date extension, the extended revolving credit facility will include the same financial and restrictive covenants as those currently in place. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 9—Debt in our annual consolidated financial statements included elsewhere in this prospectus.

There can be no assurance that we will successfully extend the maturity of the revolving credit facility on the terms described herein or at all. Completion of this offering is not conditioned upon completion of the revolving credit facility refinancing amendment although the effectiveness of the revolving credit facility refinancing amendment will be conditioned upon the completion of this offering.

Term Loan Facility

Prior to the pricing of this offering, we launched a refinancing amendment with respect to a portion of the term loan under our Credit Agreement to extend the maturity of a portion of the term loan by three years to February 5, 2026. Following the refinancing amendment, the extended term loan facility will include the same restrictive covenants as those currently in place. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 9—Debt in our annual consolidated financial statements included elsewhere in this prospectus.

There can be no assurance that we will successfully extend the maturity of any portion of the term loan facility on the terms described herein or at all. Completion of this offering is not conditioned upon completion of the effectiveness of the refinancing amendment, although the effectiveness of the refinancing amendment will be conditioned upon completion of this offering.

Exiting of Residual Operations of Closures South America and Related Impairment

Separate from our reportable segments, we have residual operations in Europe and South America related to our former closures business. During the three months ending September 30, 2020, we commenced a process to dispose of our remaining closures operations in South America and have concluded that it is probable that a disposal will be completed within the next twelve months. As a result, the assets and liabilities associated with these operations will be presented as assets and liabilities held for sale as of September 30, 2020. In conjunction with the reclassification to held for sale we expect to recognize an impairment charge during the three months ended September 30, 2020, which we currently estimate to be up to $30 million.

Summary Risk Factors

Investing in our stock involves risks. These risks include, among others, those related to:

Before you invest in our stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors” beginning on page 42.

Our Corporate Information

PTVE was incorporated under the name Reynolds Group Holdings Limited on May 30, 2006 under the Companies Act 1993 of New Zealand. Prior to the closing of this offering, Reynolds Group Holdings Limited will convert into a corporation incorporated in the state of Delaware with the name Pactiv Evergreen Inc.

Our principal executive offices are located at 1900 W. Field Court, Lake Forest, Illinois, 60045 and our telephone number is (800) 879-5067. Our website is www.pactivevergreen.com. Our website and the information contained therein or connected thereto are not incorporated into this prospectus or the registration statement of which it forms a part.

PFL, a company incorporated pursuant to the laws of New Zealand, is and will be our only stockholder immediately prior to the closing of this offering. PFL is a wholly-owned subsidiary of Packaging Holdings Limited (“PHL”), a company incorporated pursuant to the laws of New Zealand and wholly-owned by Mr. Graeme Hart. PFL is also the controlling shareholder of Reynolds Consumer Products Inc. (“RCPI”) and the sole shareholder of GPC (following the GPC Separation). Rank Group Limited (“Rank”), a company incorporated pursuant to the laws of New Zealand, is Mr. Hart’s principal operating entity. For additional information on our relationships with PFL, RCPI, GPC, Rank and Mr. Hart, see “Certain Relationships and Related Party Transactions” and “Principal Stockholders.”

Upon the closing of this offering, PFL and the Affiliated Participant (together, the “Hart Stockholders”) will own, and control the voting power of, approximately 79% of our outstanding shares of common stock (or approximately 76% if the underwriters’ option to purchase additional shares of common stock is exercised in full). Upon the closing of this offering, we will be a “controlled company” as defined under the corporate governance rules of Nasdaq. As a result, the Hart Stockholders will be able to exercise control over all matters requiring approval by our stockholders, including the election of our directors and approval of significant corporate transactions. The Hart Stockholders’ controlling interest may discourage or prevent a change in control of our company that other holders of our common stock may favor. See “Risk Factors—Risks Relating to Our Relationships with the Hart Stockholders, RCPI, GPC and Rank—We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and intend to rely on, exemptions from certain

corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

Prior to the closing of this offering we will complete the following transactions (collectively, the “GPC Separation”):

Prior to the closing of this offering, we will also complete the following transactions (collectively, the “Corporate Reorganization”):

THE OFFERING

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our common stock. You should carefully read this entire prospectus before investing in our common stock including the “Risk Factors” section and our consolidated financial statements and notes thereto.

The number of shares of our common stock to be outstanding after this offering:

Unless we specifically state otherwise and except for our historical consolidated financial statements included elsewhere in this prospectus, all information in this prospectus assumes the completion of the GPC Separation and the Corporate Reorganization prior to the closing of this offering and assumes no exercise of the underwriters’ option to purchase additional shares of common stock solely to cover overallotments.

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

Set forth below are summary historical financial and other data. The consolidated balance sheet data as of December 31, 2019 and 2018 and the consolidated statements of income data and the consolidated statements of cash flows data for the years ended December 31, 2019, 2018 and 2017 have been derived from our annual consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated balance sheet data as of December 31, 2017 has been derived from our financial records which are not included in this prospectus, and has been prepared on the same basis as our consolidated financial statements. The unaudited consolidated balance sheet data as of June 30, 2020 and the unaudited consolidated statements of income data and the unaudited consolidated statements of cash flows data for the six months ended June 30, 2020 and 2019 have been derived from our interim condensed consolidated financial statements included elsewhere in this prospectus. Except as described below, the interim condensed consolidated financial statements were prepared on a basis consistent with that used in preparing our annual consolidated financial statements and include all normal and recurring adjustments considered necessary for a fair statement of our financial position and results of operations for the interim periods. The summary financial data may not be indicative of our future performance as a public company. It should be read in conjunction with the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Consolidated Financial Data” and the annual consolidated financial statements and corresponding notes and the interim condensed consolidated financial statements and corresponding notes included elsewhere in this prospectus.

The GPC Group is included in our summary historical consolidated financial data presented below. Following the GPC Separation, which will occur prior to the closing of this offering, the GPC Group will no longer operate as one of our reportable segments and the results of the GPC Group for the periods prior to the GPC Separation will be presented as a discontinued operation in our historical financial statements beginning with the fiscal period that includes the completion of the GPC Separation.

Also set forth below are summary unaudited pro forma consolidated statements of income data for the six months ended June 30, 2020 and 2019 and the year ended December 31, 2019, which assume that the GPC Separation, the Corporate Reorganization and this offering had occurred as of January 1, 2019. The summary unaudited pro forma consolidated balance sheet data as of June 30, 2020 assumes that the GPC Separation, the Corporate Reorganization and this offering occurred as of June 30, 2020. The pro forma adjustments are based upon available information and assumptions that we believe are reasonable. The summary unaudited pro forma consolidated financial data does not purport to represent what the financial position or results of operations of the Group would have been if we had operated as a public company during the periods presented or if the transactions described therein had actually occurred as of the dates indicated, nor does it project the financial position at any future date or the results of operations for any future period. The following unaudited pro forma financial data does not give effect to the Concurrent Debt Transactions. Please see the notes to the “Unaudited Pro Forma Consolidated Financial Data” included elsewhere in this prospectus for a complete description of the adjustments reflected in the unaudited pro forma consolidated financial data.

Non-GAAP Financial Measures

We define “Adjusted EBITDA from continuing operations” as our net income (loss) from continuing operations calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and further adjusted to exclude certain items of a significant or unusual nature, including but not limited to foreign exchange gains or losses on cash, related party management fees, unrealized gains or losses on derivatives, gains or losses on the sale of businesses and non-current assets, restructuring, asset impairment and other related charges, operational process engineering-related consultancy costs, non-cash pension income or expense and strategic review and transaction-related costs.

We have included Adjusted EBITDA from continuing operations in this prospectus because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. Accordingly, we believe that Adjusted EBITDA from continuing operations provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, our chief operating decision maker uses Adjusted EBITDA as the segment measure of performance for each of our reportable segments.

The following table presents a reconciliation of net income (loss) from continuing operations, the most directly comparable GAAP financial measure, to Adjusted EBITDA from continuing operations for each of the periods indicated:

Supplemental Summary Unaudited Pro Forma Consolidated Financial Data

The summary historical consolidated financial data presented above includes the GPC Group. We will complete the GPC Separation prior to the closing of this offering, and the GPC Group will be presented as a discontinued operation in our historical financial statements beginning with the fiscal period that includes the completion of the GPC Separation. The GPC Group has not yet been reflected as a discontinued operation in our historical consolidated financial statements that are included elsewhere in this prospectus. The following table presents supplemental summary unaudited pro forma income statement data for the six months ended June 30, 2020 and 2019 and the years ended December 31, 2019, 2018 and 2017, as if GPC Group had been reflected as a discontinued operation for all periods presented. This information is presented in the columns captioned “Pro Forma – adjusted for the GPC Separation.” We believe the inclusion of this supplemental information will help investors assess the impact of the GPC Separation for all periods presented in the historical financial information included elsewhere in this prospectus. Refer to “Unaudited Pro Forma Consolidated Financial Data” for further details regarding the pro forma adjustments associated with presenting our consolidated income statement information on a pro forma basis as if the GPC Separation had occurred on January 1, 2017. The information in the columns captioned “Pro forma – adjusted for the GPC Separation” does not include the pro forma impact of the Corporate Reorganization, this offering, the repayment of certain indebtedness, as described in “Use of Proceeds”, the issuance of the IPO Grants and payment of certain one-time cash settled transaction bonuses.

Also set forth below in the columns captioned “Pro Forma” are the summary unaudited pro forma consolidated statements of income data for the six months ended June 30, 2020 and 2019 and the year ended December 31, 2019, which assume that the GPC Separation, the Corporate Reorganization, this offering, the

repayment of certain indebtedness (as described in “Use of Proceeds”) the issuance of the IPO Grants and payment of certain one-time cash settled transaction bonuses had occurred as of January 1, 2019.

Non-GAAP Financial Measures

We define “Adjusted EBITDA from continuing operations” as our net income (loss) from continuing operations calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and further adjusted to exclude certain items of a significant or unusual nature, including but not limited to foreign exchange gains or losses on cash, related party management fees, unrealized gains or losses on derivatives, gains or losses on the sale of businesses and non-current assets, restructuring, asset impairment and other related charges, operational process engineering-related consultancy costs, non-cash pension income or expense and strategic review and transaction-related costs.

We have included Adjusted EBITDA from continuing operations in this prospectus because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. Accordingly, we believe that Adjusted EBITDA from continuing operations provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, our chief operating decision maker uses Adjusted EBITDA as the segment measure of performance for each of our reportable segments.

The following table presents a reconciliation of net income (loss) from continuing operations, the most directly comparable GAAP financial measure, to Adjusted EBITDA from continuing operations for each of the periods indicated: