Edgar Filing: BRPP LLC

fv4

As filed with the Securities and Exchange Commission on June 25, 2012

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Reynolds Group Holdings Limited


New Zealand	2673	Not applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Reynolds Group Issuer Inc.


Delaware	2673	27-1086981
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Reynolds Group Issuer LLC


Delaware	2673	27-1087026
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Reynolds Group Issuer (Luxembourg) S.A.


Luxembourg	2673	Not applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

(See table of additional registrants on following page.)

Reynolds Group Holdings Limited
Level Nine
148 Quay Street
Auckland 1010 New Zealand
Attention: Joseph Doyle
+1 (847) 482-2409
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Reynolds Group Issuer Inc.
c/o National Registered Agents, Inc.
160 Greentree Drive, Suite 101,
Dover, Delaware 19904
(804) 281-2630
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Steven J. Slutzky, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or the “Securities Act,” check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer o

CALCULATION OF REGISTRATION FEE


		Proposed Aggregate	Amount of
Title of Each Class of	Amount to be	Offering	Registration
Securities to be Registered	Registered	Price per Note(1)	Fee(2)
9.875% Senior Notes due 2019	$1,250,000,000	$1,250,000,000	$143,250.00
Guarantees of 9.875% Senior Notes due 2019(3)	$1,250,000,000	—	None(4)


(1)		Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933.

(2)		Pursuant to Rule 457(p) under the Securities Act of 1933, the registration fee of $143,250.00 is offset against the filing fee paid in connection with the Registration Statement on Form F-4/A filed on April 6, 2012 (No. 333-177693). Accordingly, no filing fee is being paid at this time.

(3)		See the following page for a table of guarantor registrants.

(4)		Pursuant to Rule 457(n) promulgated under the Securities Act of 1933, no separate filing fee is required for the guarantors.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS


	State or Other
	Jurisdiction of
Exact Name of Additional	Incorporation or	I.R.S. Employer
Registrant as Specified in its Charter*	Organization	Identification Number

Whakatane Mill Australia Pty Limited	Australia	Not Applicable
SIG Austria Holding GmbH	Austria	Not Applicable
SIG Combibloc GmbH	Austria	Not Applicable
SIG Combibloc GmbH & Co KG	Austria	Not Applicable
Closure Systems International (Brazil) Sistemas de Vedação Ltda.	Brazil	Not Applicable
SIG Beverages Brasil Ltda.	Brazil	Not Applicable
SIG Combibloc do Brasil Ltda.	Brazil	Not Applicable
CSI Latin American Holdings Corporation	The British Virgin Islands	Not Applicable
Graham Packaging PX Company	California	95-3571918
Graham Packaging PX, LLC	California	95-3585385
Evergreen Packaging Canada Limited	Canada	Not Applicable
Pactiv Canada Inc.	Canada	Not Applicable
CSI Closure Systems Manufacturing de Centro America, Sociedad de Responsabilidad Limitada	Costa Rica	Not Applicable
Baker’s Choice Products, Inc.	Delaware	54-1440852
BCP/Graham Holdings L.L.C.	Delaware	52-2076130
Blue Ridge Holding Corp.	Delaware	13-4058526
Blue Ridge Paper Products Inc.	Delaware	56-2136509
Closure Systems International Americas, Inc.	Delaware	13-4307216
Closure Systems International Holdings Inc.	Delaware	77-0710458
Closure Systems International Inc.	Delaware	25-1564055
Closure Systems International Packaging Machinery Inc.	Delaware	25-1533420
Closure Systems Mexico Holdings LLC	Delaware	74-3242904
CSI Mexico LLC	Delaware	74-3242901
CSI Sales & Technical Services Inc.	Delaware	77-0710454
Evergreen Packaging Inc.	Delaware	20-8042663
Evergreen Packaging USA Inc.	Delaware	76-0240781
Evergreen Packaging International (US) Inc.	Delaware	33-0429774
GPACSUB LLC	Delaware	26-1127569
GPC Capital Corp. I	Delaware	23-2952403
GPC Capital Corp. II	Delaware	23-2952404
GPC Opco GP, LLC	Delaware	23-2952405
GPC Sub GP LLC	Delaware	23-2952400
Graham Packaging Acquisition Corp.	Delaware	75-3168236
Graham Packaging Company Inc.	Delaware	52-2076126
Graham Packaging Company, L.P.	Delaware	23-2786688
Graham Packaging LC, L.P.	Delaware	36-3735725
Graham Packaging LP Acquisition LLC	Delaware	27-3420362
Graham Packaging PET Technologies Inc.	Delaware	06-1088896
Graham Packaging Plastic Products Inc.	Delaware	95-2097550
Graham Packaging PX Holding Corporation	Delaware	59-1748223
Graham Packaging Regioplast STS Inc.	Delaware	34-1743397
Graham Packaging GP Acquisition LLC	Delaware	27-3420526


	State or Other
	Jurisdiction of
Exact Name of Additional	Incorporation or	I.R.S. Employer
Registrant as Specified in its Charter*	Organization	Identification Number

GPC Holdings LLC	Delaware	45-2814255
Pactiv Factoring LLC	Delaware	36-4402363
Pactiv Germany Holdings, Inc.	Delaware	36-4423878
Pactiv International Holdings Inc.	Delaware	76-0531623
Pactiv LLC	Delaware	36-2552989
Pactiv Management Company LLC	Delaware	36-2552989
Pactiv Retirement Administration LLC	Delaware	32-0286913
Pactiv RSA LLC	Delaware	36-4402361
PCA West Inc.	Delaware	76-0254972
Prairie Packaging, Inc.	Delaware	36-3461752
PWP Industries, Inc.	Delaware	74-3183917
RenPac Holdings Inc.	Delaware	45-3464426
Reynolds Consumer Products Holdings LLC	Delaware	77-0710450
Reynolds Consumer Products Inc.	Delaware	77-0710443
Reynolds Flexible Packaging Inc.	Delaware	77-0710437
Reynolds Food Packaging LLC	Delaware	20-1902916
Reynolds Group Holdings Inc.	Delaware	27-1086869
Reynolds Manufacturing, Inc.	Delaware	45-3412370
Reynolds Packaging Holdings LLC	Delaware	77-0710439
Reynolds Packaging Kama Inc.	Delaware	36-3916292
Reynolds Packaging LLC	Delaware	20-1902976
Reynolds Presto Products Inc.	Delaware	76-0170620
Reynolds Services Inc.	Delaware	27-0147082
SIG Combibloc Inc.	Delaware	56-1374534
SIG Holding USA, LLC	Delaware	22-2398517
Closure Systems International Deutschland GmbH	Germany	Not Applicable
Closure Systems International Holdings (Germany) GmbH	Germany	Not Applicable
Omni-Pac Ekco GmbH Verpackungsmittel	Germany	Not Applicable
Omni-Pac GmbH Verpackungsmittel	Germany	Not Applicable
Pactiv Deutschland Holdinggesellschaft mbH	Germany	Not Applicable
SIG Beteiligungs GmbH	Germany	Not Applicable
SIG Beverages Germany GmbH	Germany	Not Applicable
SIG Combibloc GmbH	Germany	Not Applicable
SIG Combibloc Holding GmbH	Germany	Not Applicable
SIG Combibloc Systems GmbH	Germany	Not Applicable
SIG Combibloc Zerspanungstechnik GmbH	Germany	Not Applicable
SIG Euro Holding AG & Co. KGaA	Germany	Not Applicable
SIG Information Technology GmbH	Germany	Not Applicable
SIG International Services GmbH	Germany	Not Applicable
SIG Asset Holdings Limited	Guernsey	Not Applicable
Closure Systems International (Hong Kong) Limited	Hong Kong	Not Applicable
Evergreen Packaging (Hong Kong) Limited	Hong Kong	Not Applicable
SIG Combibloc Limited	Hong Kong	Not Applicable


	State or Other
	Jurisdiction of
Exact Name of Additional	Incorporation or	I.R.S. Employer
Registrant as Specified in its Charter*	Organization	Identification Number

CSI Hungary Manufacturing and Trading Limited Liability Company Kft.	Hungary	Not Applicable
Closure Systems International Holdings (Japan) KK	Japan	Not Applicable
Closure Systems International Japan, Limited	Japan	Not Applicable
Southern Plastics Inc.	Louisiana	72-0631453
Beverage Packaging Holdings (Luxembourg) I S.A.	Luxembourg	Not Applicable
Beverage Packaging Holdings (Luxembourg) III S.à r.l.	Luxembourg	Not Applicable
Beverage Packaging Holdings (Luxembourg) IV S.à r.l.	Luxembourg	Not Applicable
Evergreen Packaging (Luxembourg) S.à r.l.	Luxembourg	Not Applicable
Bienes Industriales del Norte, S.A. de C.V.	Mexico	Not Applicable
CSI en Ensenada, S. de R.L. de C.V.	Mexico	Not Applicable
CSI en Saltillo, S. de R.L. de C.V.	Mexico	Not Applicable
CSI Tecniservicio, S. de R.L. de C.V.	Mexico	Not Applicable
Evergreen Packaging Mexico, S. de R.L. de C.V.	Mexico	Not Applicable
Grupo Corporativo Jaguar, S.A. de C.V.	Mexico	Not Applicable
Grupo CSI de Mexico, S. de R.L. de C.V.	Mexico	Not Applicable
Pactiv Foodservice Mexico, S. de R.L. de C.V.	Mexico	Not Applicable
Pactiv Mexico, S. de R.L. de C.V.	Mexico	Not Applicable
Reynolds Metals Company de Mexico, S. de R.L. de C.V.	Mexico	Not Applicable
Técnicos de Tapas Innovativas, S.A. de C.V.	Mexico	Not Applicable
Servicios Industriales Jaguar, S.A. de C.V.	Mexico	Not Applicable
Servicio Terrestre Jaguar, S.A. de C.V.	Mexico	Not Applicable
Ultra Pac, Inc.	Minnesota	41-1581031
Closure Systems International B.V.	The Netherlands	Not Applicable
Evergreen Packaging International B.V.	The Netherlands	Not Applicable
Reynolds Consumer Products International B.V.	The Netherlands	Not Applicable
Reynolds Packaging International B.V.	The Netherlands	Not Applicable
Newspring Industrial Corp.	New Jersey	22-3256117
Whakatane Mill Limited	New Zealand	Not Applicable
BRPP, LLC	North Carolina	56-2206100
Graham Packaging Minster LLC	Ohio	56-2595198
Dopaco, Inc.	Pennsylvania	23-2106485
Graham Packaging Holdings Company	Pennsylvania	23-2553000
Graham Recycling Company, L.P.	Pennsylvania	23-2636186
SIG allCap AG	Switzerland	Not Applicable
SIG Combibloc Group AG	Switzerland	Not Applicable
SIG Combibloc Procurement AG	Switzerland	Not Applicable
SIG Combibloc (Schweiz) AG	Switzerland	Not Applicable
SIG Schweizerische Industrie-Gesellschaft AG	Switzerland	Not Applicable
SIG Technology AG	Switzerland	Not Applicable
SIG Combibloc Ltd.	Thailand	Not Applicable
Closure Systems International (UK) Limited	United Kingdom	Not Applicable
IVEX Holdings, Ltd.	United Kingdom	Not Applicable
J. & W. Baldwin (Holdings) Limited	United Kingdom	Not Applicable


	State or Other
	Jurisdiction of
Exact Name of Additional	Incorporation or	I.R.S. Employer
Registrant as Specified in its Charter*	Organization	Identification Number

Kama Europe Limited	United Kingdom	Not Applicable
Omni-Pac U.K. Limited	United Kingdom	Not Applicable
Reynolds Consumer Products (UK) Limited	United Kingdom	Not Applicable
Reynolds Subco (UK) Limited	United Kingdom	Not Applicable
SIG Combibloc Limited	United Kingdom	Not Applicable
SIG Holdings (UK) Limited	United Kingdom	Not Applicable
The Baldwin Group Limited	United Kingdom	Not Applicable
Graham Packaging West Jordan, LLC	Utah	04-3642518


*		The address and telephone number for each of the additional registrants is c/o Reynolds Group Holdings Limited Level Nine, 148 Quay Street, Auckland 1010 New Zealand, Attention: Joseph Doyle, telephone: +1 (847) 482-2409. The name and address, including zip code, of the agent for service for each additional registrant is Reynolds Group Issuer Inc. c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904, telephone: (804) 281-2630.

The information contained in this prospectus is not complete and may be changed. We may not complete this exchange offer or issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 25, 2012

PROSPECTUS

Reynolds Group Issuer Inc.
Reynolds Group Issuer LLC
Reynolds Group Issuer (Luxembourg) S.A.

Exchange Offer and Consent Solicitation

$1,250,000,000 Outstanding 9.875% Senior Notes due 2019 (originally issued on February 15, 2012) (the “old notes”) and Related Guarantees for

$1,250,000,000 Registered 9.875% Senior Notes due 2019 (the “new notes”) and Related Guarantees

Reynolds Group Issuer Inc., or the “US Issuer,” Reynolds Group Issuer LLC, or the “US Co-Issuer,” and Reynolds Group Issuer (Luxembourg) S.A., or the “Lux Issuer,” which collectively we refer to as the “Issuers,” are offering to exchange the old notes, as defined in this prospectus, for a like principal amount of new notes, as defined in this prospectus.

The terms of the new notes are identical in all material respects to the terms of the old notes, except that, among other differences, the new notes are registered under the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” and the transfer restrictions and registration rights relating to the old notes will not apply to the new notes. The old notes and the new notes are joint and several obligations of the Issuers. The new notes will be issued under a supplemental indenture to the indenture governing the 9.875%Senior Notes due 2019 (originally issued on August 9, 2011), or the “August 2011 Senior Notes,” and will constitute one series of notes with the August 2011 Senior Notes. Following the completion of the exchange offer (as defined below), the new notes will be governed under the indenture governing the August 2011 Senior Notes. See “Description of the Notes — General.” The old notes that are not tendered in the exchange offer will continue to be governed by the indenture governing the old notes, but, if the proposed amendments (as defined below) become effective, the holders of any old notes that are not tendered will no longer be entitled to the benefit of substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the indenture governing the old notes.

The exchange offer and consent solicitation will expire at 5:00 p.m., New York City time, on , 2012, which date and time we refer to as the “expiration date,” unless the Issuers extend the expiration date, in which case “expiration date” means the latest date and time to which the exchange offer is extended. You should read the section called “The Exchange Offer” for further information on how to exchange your old notes for new notes and deliver consents.

The old notes are, and the new notes will be, guaranteed (subject to certain customary guarantee release provisions set forth in the indenture governing the old notes and the indenture that will govern the new notes), on a joint and several basis, by Reynolds Group Holdings Limited, or “RGHL,” Beverage Packaging Holdings (Luxembourg) I S.A., or “BP I,” and certain of BP I’s subsidiaries that, subject to certain exceptions, are borrowers under, or guarantee the Senior Secured Credit Facilities (as defined herein) of RGHL, BP I and certain subsidiaries of BP I, which collectively we refer to as the “guarantors.” Each guarantor is 100% owned by RGHL. The registration statement, of which this prospectus forms a part, registers the guarantees as well as the notes. The notes and the related guarantees are senior obligations of the Issuers and the guarantors.

Concurrently with the exchange offer, we are also soliciting consents from holders of the old notes for certain amendments to the indenture governing the old notes (the “consent solicitation”) to eliminate or amend substantially all of the restrictive covenants, and modify certain of the events of default and various other provisions, contained in the indenture governing the old notes (collectively, the “proposed amendments”). See “The Proposed Amendments.” Holders may not deliver consents to the proposed amendments without tendering their old notes, and holders may not tender their old notes without delivering the related consents. The tender of old notes pursuant to the exchange offer and consent solicitation will be deemed to automatically constitute delivery of a consent with respect to the old notes tendered. We refer to the exchange offer and consent solicitation collectively in this prospectus as the “exchange offer,” unless the context otherwise requires.

See “Risk Factors” beginning on page 40 for a discussion of risk factors that you should consider prior to tendering your old notes in the exchange offer.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for the old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the expiration date, they will make this prospectus available to any exchanging dealer or initial purchaser and for a period of 90 days after the expiration day to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2012

NOTICE TO EEA INVESTORS

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) there shall be no offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except, with effect from and including the Relevant Implementation Date, an offer of notes may be made to the public in that Relevant Member State at any time:


	•	to any legal entity which is a qualified investor as defined in the Prospectus Directive;

	•	to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive subject to obtaining the prior consent of the representatives for any such offer; or

	•	in any other circumstances which do not require the publication by the Issuers or any guarantor of a prospectus pursuant to Article 3(2) of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any of the notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as this definition may have been amended in the Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

NOTICE TO CERTAIN NON-US INVESTORS

Austria. The notes may be offered and sold in the Republic of Austria only in accordance with the provisions of Capital Markets Act (Kapitalmarktgesetz), the Banking Act (Bankwesengesetz), the Securities Supervision Act 2007 (Wertpapieraufsichtsgesetz 2007) of Austria and any other applicable Austrian law governing the offer and sale of the notes in the Republic of Austria. The notes have not been admitted for a public offer in Austria either under the provisions of the Capital Markets Act (Kapitalmarktgesetz), or the Investment Funds Act (Investmentfondsgesetz) or the Stock Exchange Act (Börsegesetz). Neither this document nor any other document in connection with the notes is a prospectus according to the Capital Markets Act (Kapitalmarktgesetz), the Stock Exchange Act (Börsegesetz) or the Investment Funds Act (Investmentfondsgesetz) and has therefore not been drawn up, audited, approved, pass-ported and/or published in accordance with the aforesaid acts. Consequently, the notes may not be, and are not being, offered, (re-)sold or otherwise transferred directly or indirectly by way of a public offering in the Republic of Austria. No steps may be taken that would constitute a public offer of the notes in Austria and the offer of the notes may not be advertised publicly in the Republic of Austria.

Brazil. The notes have not been, and will not be, registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários). The notes may not be offered or sold in Brazil, except in circumstances that do not constitute a public offering or unauthorized distribution under Brazilian laws and regulations. The notes are not being offered into Brazil. Documents relating to the offering of the notes, as well as information contained therein, may not be supplied to the public in Brazil, nor be used in connection with any offer for subscription or sale of the notes to the public in Brazil.

Denmark. This prospectus does not constitute a prospectus under Danish law or regulations and has not been and will not be filed with or approved by the Danish Financial Supervisory Authority or any other regulatory authority in Denmark, and the notes have not been and are not intended to be listed on a Danish stock exchange or a Danish authorized market place. Furthermore, the notes have not been and will not be

offered to the public in Denmark. Consequently, this prospectus may not be made available nor may the notes otherwise be marketed or offered for sale directly or indirectly in Denmark, except to qualified investors within the meaning of, or otherwise in compliance with an exemption set forth in, Executive Order No. 306 of April 28, 2005.

France. The notes have not been and will not be offered or sold, directly or indirectly, to the public in France (offre au public de titres financiers), and no offering or marketing materials relating to the notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France.

The notes may only be offered or sold in France to qualified investors (investisseurs qualifiés) and/or to a limited group of investors (cercle restreint d’investisseurs) as defined in and in accordance with articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier and article 211-2 of the Règlement Général of the French financial market authority (Autorité des Marchés Financiers).

Prospective investors are informed that:


	•	this prospectus has not been submitted for clearance to the Autorité des Marchés Financiers;

	•	in compliance with article D.411-1 of the French Code monétaire et financier, any investors subscribing for the notes should be acting for their own account; and

	•	the direct and indirect distribution or sale to the public of the notes acquired by them may only be made in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 of the French Code monétaire et financier.

Germany. The notes may be offered and sold in the Federal Republic of Germany only in accordance with the provisions of the Securities Prospectus Act of the Federal Republic of Germany (Wertpapierprospektgesetz, WpPG) and any other applicable German law. This prospectus has not been and will not be filed with or approved by the German Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) or any other regulatory authority in Germany, and the notes have not been and will not be admitted for public offering in Germany. Consequently, in Germany the notes will only be available to, and this prospectus and any other offering material in relation to the notes is directed only at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the Securities Prospectus Act. Any resale of the notes in Germany may only be made in accordance with the Securities Prospectus Act and other applicable German laws.

Hungary. The offering of the notes is not a public offering in Hungary. Therefore, no license has been and will be issued by the Hungarian Financial Supervisory Authority or any other authority for the public offering of the notes in Hungary. Any marketing, subsequent transfer or on-sale of the notes must be carried out in accordance with the private placement exemptions of the Capital Markets Act (Act CXX of 2001) and any other applicable Hungarian law.

Ireland. This document does not comprise a prospectus for the purposes of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland, the Prospectus (Directive 2003\71\EC) Regulations 2005 of Ireland or the Prospectus Rules issued by the Central Bank of Ireland in March 2006. No person may: (i) underwrite the issue of, or place, the notes, otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including, without limitation, Sections 9 and 23 thereof and any codes of conduct rules made under Section 37 thereof, and the provisions of the Investor Compensation Act 1998; (ii) underwrite the issue of, or place, the notes, otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942-2003 (as amended) and any codes of conduct rules made under Section 117(1) thereof; and (iii) underwrite the issue of, or place, or otherwise act in Ireland in respect of, the notes, otherwise than in conformity with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by The Central Bank of Ireland pursuant thereto.

Italy. The offering of the notes has not been registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”) (the Italian Securities Exchange Commission), in accordance with Italian securities legislation and, accordingly, in the Republic of Italy the notes may not be offered, sold or delivered, nor may

copies of the prospectus or of any other document relating to the notes be distributed in the Republic of Italy, except:


	•	to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998 (“Regulation 11522”), as amended; or

	•	in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998 (the “Financial Services Act”) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended; and

provided, however, that any such offer, sale or delivery of notes or distribution of copies of this prospectus or any other document relating to the notes in the Republic of Italy must:


	•	be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of September 1, 1993 (the “Banking Act”), the Financial Services Act, Regulation 11522 and any other applicable laws and regulations;

	•	be conducted in accordance with any relevant limitations or procedural requirements that CONSOB may impose upon the offer or sale of the notes, and

	•	be made in compliance with any and all other applicable laws and regulations.

Grand Duchy of Luxembourg. The notes may not be offered or sold within the territory of the Grand Duchy of Luxembourg unless:

• a prospectus has been duly approved by the Commission de Surveillance du Secteur Financier in accordance with the Law of 10 July 2005 on prospectuses for securities as amended from time to time (the “Prospectus Law”) and implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the “Prospectus Directive”) and any Luxembourg law which will implement Directive 2010/73/EU of 24 November 2010 (the “PD Amending Directive”) if Luxembourg is a home member state (as defined in the Prospectus Law); or

• if Luxembourg is not the home member State, the Commission de Surveillance du Secteur Financier has been notified by the competent authority in the home member state that the prospectus has been duly approved in accordance with the Prospectus Directive and the PD Amending Directive; or

• the offer is made to (i) legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities, or (ii) a legal entity which has two or more of (1) an average of at least 250 employees during the financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000 as shown in its last annual or consolidated published accounts, or the offer benefits from any other exemption to or constitutes a transaction otherwise not subject to, the requirement to publish a prospectus.

Spain. The notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish Securities Market Law (Ley 24/1988, de 28 de julio, del Mercado de Valores), as amended and restated, and Royal Decree 1310/2005 (Real Decreto 1310/2005, de 4 de noviembre de 2005, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), as amended and restated, and the decrees and regulations made thereunder. The notes may not be sold, offered or distributed to persons in Spain except in circumstances which do not constitute an offer of securities in Spain within the meaning of the Spanish Securities Market Law and further relevant legislation. This prospectus has not been registered with the

iii

Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) and therefore it is not intended for the offering or sale of the notes in Spain.

Switzerland. The notes may be offered in Switzerland on the basis of a private placement and not as a public offering. The notes will neither be listed on the SIX Swiss Exchange or any other stock exchange or regulated trading facility in Switzerland, nor are they subject to Swiss Law. This prospectus does not constitute a prospectus within the meaning of Art. 1156 of the Swiss Federal Code of Obligations, Art. 27, et seqq. of the Listing Rules of the SIX Swiss Exchange or the listing rules of any other stock exchange or regulated trading facility in Switzerland, and does not comply with the Directive for notes of Foreign Borrowers of the Swiss Bankers Association. Neither this document nor any other offering or marketing material relating to the notes or this offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering of the notes, the issuers of the notes or the notes have been or will be registered with the Swiss Financial Market Supervisory Authority (FINMA) or any other Swiss authority for any purpose whatsoever.

United Kingdom. This document is only being distributed to and is only directed at (1) persons who are outside the United Kingdom or (2) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“the Order”) or (3) high net worth entities, and other persons to whom it may lawfully be communicated falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The exchange notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such exchange notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

MARKET DATA

We operate in markets for which it is difficult to obtain precise and current industry and market information. All statements made in this prospectus regarding our position in the markets in which we operate, including market data, certain economics data and forecasts, were estimated or derived based upon assumptions we deem reasonable and from our own research, surveys or studies conducted by third parties, and other industry or general publications. There is no single third party source for any of our market shares or total market size. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable. While we believe that each of these studies and publications is reliable, we have not independently verified data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, we believe our internal research with respect to our markets is reliable, but it has not been verified by any independent sources. Historical data on the food and beverage packaging manufacturing market do not have a universally recognized authoritative source.

In addition, in many cases we have made statements in this prospectus regarding our markets and our position in such markets based on our experience and investigation of market conditions. None of our internal surveys or information has been verified by any independent sources.

TRADEMARKS

As used in this prospectus, Combibloc^®, Combifit^tm, Combishape^®, Diamond^®, Evergreen Packaging^®, Kordite^®, Presto^®, Reynolds^®, Reynolds Wrap^®, Hefty^®, Hefty^® Baggies^®, Hefty^® Cinch Sak^®, Hefty^® EZ Foil^®, Hefty^® Odor Block^®, Hefty^® OneZip^®, Hefty^® The Gripper^®, Hefty^® Zoo Pals^®, Monosorb^®, SurShot^®, Escape^®, G-Lite^® and SlingShot^tm are trademarks of our different businesses. This prospectus also refers to brand names, trademarks or service marks of other companies. All brand names and other trademarks or service marks cited in this prospectus are the property of their respective holders.

We have not authorized anyone to give you any information or to make any representations about the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representation about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer to sell securities under applicable law.

In making an investment decision, investors must rely on their own examination of our business and the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

In connection with the exchange offer, we have filed with the Securities and Exchange Commission, or the “SEC,” a registration statement on Form F-4, under the Securities Act, relating to the new notes to be issued in the exchange offer. As permitted by SEC rules, this prospectus does not contain all the information included in the registration statement. For a more complete understanding of the exchange offer, you should refer to the registration statement, including its exhibits.

The public may read and copy any reports or other information that we file with the SEC. Such filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. The SEC’s Internet address is included in this prospectus as an inactive textual reference only. You may also read and copy any document that we file with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. You may also obtain a copy of the registration statement relating to the exchange offer and other information that we file with the SEC at no cost by calling us or writing to us at the following address:

Reynolds Group Holdings Limited
Level Nine
148 Quay Street
Auckland 1010 New Zealand
Attention: Joseph Doyle
+1(847) 482 2409

In order to obtain timely delivery of such materials, you must request documents from us no later than five business days before you must make your investment decision or at the latest by , 2012.

TABLE OF CONTENTS


	Page

Notice to Certain EEA Investors		i
Notice to Certain Non-Us Investors		i
Market Data		iv
Trademarks		iv
Summary		1
Risk Factors		40
Special Note of Caution Regarding Forward-Looking Statements		72
The Exchange Offer		74
The Proposed amendments		83
The Transactions		84
Use of Proceeds		89
Selected Historical Consolidated And Historical Combined Financial Data		90
Unaudited Pro Forma Combined Financial Information		95
Operating and Financial Review and Prospects		117
Business		194
Management		229
Shareholders and Related Party Transactions		233
Description of Certain Other Indebtedness and Intercreditor Agreements		243
Description of the Notes		263
Tax Considerations		347
Plan of Distribution		349
Validity of the Securities		350
Experts		350
Where You Can Find More Information		351
Enforcement of Civil Liabilities		352
Certain Insolvency and Other Local Law Considerations		368
Glossary of Selected Terms		415
Annex A		418
Index to the Financial Statements		F-1
EX-23.1
EX-23.2
EX-23.3
EX-23.4

SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. You should read this entire prospectus carefully, including “Summary — Presentation of Financial Information,” “Risk Factors,” “Special Note of Caution Regarding Forward-Looking Statements,” and “Operating and Financial Review and Prospects.”

In this prospectus, unless otherwise indicated or the context otherwise requires (a) references to “we,” “us” or “our” are to RGHL and its consolidated subsidiaries, (b) references to “Graham Packaging” are to Graham Packaging Company Inc. and, unless the context otherwise requires, its consolidated subsidiaries and (c) references to the “RGHL Group” are to RGHL and its consolidated subsidiaries. We describe the six segments that comprise the RGHL Group following the consummation of the Graham Packaging Acquisition ((i) our aseptic carton packaging segment, or “SIG,” (ii) our fresh carton packaging, liquid packaging board, carton board and freesheet segment, or “Evergreen,” (iii) our caps and closures segment, or “Closures,” (iv) our consumer products segment, or “Reynolds Consumer Products,” (v) our foodservice packaging segment, or “Pactiv Foodservice,” and (vi) our custom blow molded plastic container segment, or “Graham Packaging”) as if they were the RGHL Group’s segments for all historical periods described in this prospectus, unless otherwise indicated.

For a discussion of the terms used to describe our transactions (e.g. “2012 Refinancing Transactions,” “Graham Packaging Change of Control Offer,” “Graham Packaging Acquisition,” “Dopaco Acquisition,” “2011 Refinancing Transactions,”“Pactiv Acquisition,” “Reynolds Foodservice Acquisition,” “Evergreen Acquisition,” “RGHL Acquisition,” “SIG Acquisition” and “Initial Evergreen Acquisition”), refer to “The Transactions.”

For ease of reference, you may also refer to the “Glossary of Selected Terms” for many of the defined terms used in this prospectus.

Our Company

We are a leading global manufacturer and supplier of consumer, beverage and foodservice packaging products. We sell our products to customers globally, including to a diversified mix of leading multinational companies, large national and regional companies and small local businesses. We primarily serve the consumer food, beverage and foodservice market segments.

Our Segments

We operate through six segments: SIG, Evergreen, Closures, Reynolds Consumer Products, Pactiv Foodservice and Graham Packaging.

SIG Overview

SIG is a leading manufacturer of aseptic carton packaging systems for both beverage and liquid food products, ranging from juices and milk to soups and sauces. Aseptic carton packaging, most prevalent in Europe and Asia, is designed to allow beverages or liquid food to be stored for extended periods of time without refrigeration. SIG supplies complete aseptic carton packaging systems, which include aseptic filling machines, aseptic cartons, spouts, caps and closures and related services. SIG has a large global customer base with its largest presence in Europe.

Evergreen Overview

Evergreen is a vertically integrated, leading manufacturer of fresh carton packaging for beverage products, primarily serving the juice and milk end-markets. Fresh carton packaging, most predominant in North America, is designed for beverages that require a cold-chain distribution system, and therefore have a more limited shelf life than beverages in aseptic carton packaging. Evergreen supplies integrated fresh carton packaging systems, which can include fresh cartons, spouts and filling machines. Evergreen produces liquid packaging board for its internal requirements and to sell to other manufacturers. Evergreen also produces

coated groundwood primarily for catalogs, inserts, magazine and commercial printing, as well as uncoated freesheet primarily for envelope, specialty and offset printing paper. Evergreen has a large customer base and operates primarily in North America.

Closures Overview

Closures is a leading manufacturer of plastic beverage caps and closures, primarily serving the carbonated soft drink, non-carbonated soft drink and bottled water segments of the global beverage market. Closures’ products also serve the liquid dairy, food, beer and liquor and automotive fluid markets. In addition to supplying plastic caps and closures, Closures also offers high speed rotary capping equipment, which secure caps on a variety of packaging, and related services. Closures has a large global customer base with its largest presence in North America.

Reynolds Consumer Products Overview

Reynolds Consumer Products is a leading manufacturer in the U.S. of branded and store branded consumer products such as foil, wraps, waste bags, food storage bags, and disposable tableware and cookware. These products are typically used by consumers in their homes and are sold through a variety of retailers, including grocery stores, mass-merchandisers, warehouse clubs, drug stores, discount chains and military channels. Reynolds Consumer Products has a large customer base and operates primarily in North America.

Pactiv Foodservice Overview

Pactiv Foodservice is a leading manufacturer of foodservice and food packaging products. Pactiv Foodservice offers a comprehensive range of products including tableware items, takeout service containers, clear rigid-display packaging, microwaveable containers, foam trays, dual-ovenable paperboard containers, cups, molded fiber egg cartons, meat and poultry trays, plastic film and aluminum containers. Pactiv Foodservice distributes its foodservice and food packaging products through foodservice distributors, food processors, supermarket distributors, supermarkets and restaurants. Pactiv Foodservice has a large customer base and operates primarily in North America.

Graham Packaging Overview

Graham Packaging, including the operations and activities of Graham Packaging Holdings Company, or “Graham Holdings,” is a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for branded consumer products. We believe that Graham Packaging has the number one market share positions in North America for hot-fill juices, sports drinks/isotonics, yogurt drinks, liquid fabric care, dish detergents, motor oil and certain other products measured by volume based on our analysis of industry data. Graham Packaging operates in product categories where customers and end-users value the technology and innovation that Graham Packaging’s custom plastic containers offer as an alternative to traditional packaging materials such as glass, metal and paperboard.

Risk Factors

Our ability to successfully operate our business is subject to certain risks, including those that are generally associated with operating in the packaging industry. These risks include, but are not limited to, the following:


	•	risks related to the future costs of energy, raw materials and freight;

	•	risks related to our substantial outstanding indebtedness of approximately $18,140 million as of March 31, 2012;

	•	risks related to our ability to service our current and future indebtedness for which we will have to spend approximately $1,450 million annually to service our indebtedness;

	•	risks related to our other hedging activities which may result in significant losses and in period-to-period earnings volatility;


	•	risks related to our suppliers of raw materials and any interruption in our supply of raw materials;

	•	risks related to downturns in our target markets;

	•	risks related to dependence on the protection of our intellectual property and the development of new products;

	•	risks related to the consolidation of our customer bases, competition and pricing pressure;

	•	risks related to the impact of a loss of one of our key manufacturing facilities;

	•	risks related to our exposure to environmental liabilities and potential changes in legislation or regulation;

	•	risks related to complying with environmental, health and safety laws or as a result of satisfying any liability or obligation imposed under such laws;

	•	risks related to changes in consumer lifestyle, eating habits, nutritional preferences and health-related and environmental concerns that may harm our business and financial performance;

	•	risks related to other factors discussed or referred to in this prospectus, including in the section titled “Risk Factors.”

We operate in a very competitive and rapidly changing environment. Investing in the notes involves substantial risk. You should consider carefully all of the information in this prospectus and, in particular, you should evaluate the specific risk factors set forth in the “Risk Factors” section of this prospectus in evaluating the exchange offer and making a decision whether to invest in the new notes.

Our Strategic Owner

We are part of a group of private companies based in New Zealand that are wholly-owned by Mr. Graeme Hart, our strategic owner.

On September 1, 2010, we acquired the equity of the businesses that now constitute our Reynolds foodservice packaging business from these entities for a total purchase price of $342 million. The purchase price was paid to entities controlled by Mr. Graeme Hart.

In each case, the difference between the consideration paid to initially acquire a business from a third-party and the consideration paid by the RGHL Group to acquire the same business from entities that are beneficially owned by Mr. Graeme Hart reflects changes in fair value. The changes in fair value of the net assets acquired plus debt issued from the original purchase price relate to indebtedness assumed as well as changes in the underlying value of the equity of the business. The change in the underlying value of the business relates to the realization of the cost savings initiatives and operational synergies combined with improvements in industry and general market conditions. Cash payments made by us to acquire these

businesses either reduced our available cash or were funded by increases in the principal amount of our outstanding indebtedness.

RGHL

Reynolds Group Holdings Limited was incorporated under the Companies Act 1993 of New Zealand on May 30, 2006. Its registered office is located at Level Nine, 148 Quay Street, Auckland 1010 New Zealand, and its telephone number is +1(847) 482 2409.

The Issuers

US Issuer is a corporation, incorporated under the laws of the State of Delaware, United States, on September 29, 2009 as an indirect special purpose finance subsidiary of RGHL to facilitate the offering of the notes and the other Reynolds notes (as defined below). Other than its financing activities as a co-issuer of the notes and the other Reynolds notes, US Issuer has no material assets, operations or revenue. Accordingly, we have not included any financial statements or other information about the US Issuer. Its registered office is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and its telephone number is (804) 281-2630.

US Co-Issuer is a limited liability company formed under the laws of the State of Delaware, United States, on September 17, 2009 as an indirect special purpose finance subsidiary of RGHL to facilitate the offering of the notes and the other Reynolds notes. Other than its financing activities as a co-issuer of the notes and the other Reynolds notes, US Co-Issuer has no material assets (other than certain intercompany loans), operations or revenue. Accordingly, we have not included any financial statements or other information about the US Co-Issuer. Its registered office is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and its telephone number is (804) 281-2630.

Lux Issuer is a public limited liability company (société anonyme), formed under the laws of Luxembourg on September 24, 2009 as an indirect special purpose finance subsidiary of RGHL to facilitate the offering of the notes and the other Reynolds notes. Other than its financing activities as a co-issuer of the notes and the other Reynolds notes, Lux Issuer has no material assets (other than certain intercompany loans), operations or revenue. Accordingly, we have not included any financial statements or other information about the Lux Issuer. Its registered office is located at 6C Rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, and its telephone number is +352-26-258-8883.

Corporate Structure

RGHL is a holding company that conducts its business operations through its controlled entities. The following diagram provides a simplified overview of our corporate structure. For a detailed list of RGHL’s controlled entities (including the guarantors of the notes), their country of incorporation and the proportion of ownership and voting interest held, directly or indirectly, in them by RGHL, refer to Annex A to this prospectus. Unless indicated below, all depicted entities are issuers or guarantors of the notes.

The following diagram sets forth a summary of our corporate structure and certain financing arrangements.

The (i) 8.0% senior notes due 2016 issued by Beverage Packaging Holdings (Luxembourg) II S.A., or “BP II,” or the “2007 Senior Notes,” the 9.5% senior subordinated notes due 2017 issued by BP II, or the “2007 Senior Subordinated Notes,” which together with the 2007 Senior Notes, we refer to as the “2007 Notes,” (ii) the 8.135% Debentures due 2017, the 6.400% Notes due 2018, the 7.950% Debentures due 2025 and the 8.375% Debentures due 2027, each issued by Pactiv, which collectively we refer to as the “Pactiv Notes,” and (iii)(a) the 7.750% senior secured notes due 2016, or the “2009 Notes,” (b) the 8.500% senior notes due 2018, or the “May 2010 Notes,” (c) the 7.125% senior secured notes due 2019, or the “October 2010 Senior Secured Notes” and the 9.000% senior notes due 2019, or the “October 2010 Senior Notes,” which together with the October 2010 Senior Secured Notes, we refer to as the “October 2010 Notes,” (d) the

6.875% senior secured notes due 2021, or the “February 2011 Senior Secured Notes,” and the 8.250% senior notes due 2021, or the “February 2011 Senior Notes,” which together with the February 2011 Senior Secured Notes, we refer to as the “February 2011 Notes,” and (e) the 7.875% senior secured notes due 2019, or the “August 2011 Senior Secured Notes” and the August 2011 Senior Notes, which together with the August 2011 Senior Secured Notes, we refer to as the “August 2011 Notes,” each issued by the Issuers are not part of and are not being registered in connection with this offering. We refer to the 2009 Notes, the October 2010 Senior Secured Notes, the February 2011 Senior Secured Notes and the August 2011 Senior Secured Notes collectively as the “Reynolds secured notes.” We refer to the May 2010 Notes, the October 2010 Senior Notes, the February 2011 Senior Notes and the August 2011 Senior Notes collectively as the “other Reynolds senior notes.” We refer to the Reynolds secured notes and the other Reynolds senior notes collectively as the “other Reynolds notes.”

For a summary of the debt obligations referenced in this diagram, see “Description of Certain Other Indebtedness and Intercreditor Agreements” and “Description of the Notes.”


*		Does not guarantee the notes, the other Reynolds notes or our senior secured credit facilities.

Summary of the Terms of the Exchange Offer

The old notes were issued in private placement offerings made only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, or “Rule 144A,” and to persons outside the United States pursuant to Regulation S under the Securities Act, or “Regulation S,” and accordingly were exempt from registration under the Securities Act. See “The Exchange Offer.”


Notes Offered		$1,250,000,000 aggregate principal amount of new 9.875% Senior Notes due 2019 (originally issued on February 15, 2012), which have been registered under the Securities Act.

		We refer to (i) the outstanding 9.875% Senior Notes due 2019 (originally issued on February 15, 2012) as the “old notes” and the notes registered pursuant to this exchange offer as the “new notes” and (ii) the old notes and the new notes as the “notes.”

		References to the indenture governing the new notes refer to the indenture governing the August 2011 Senior Notes as amended to reflect the issuance of the new notes. References to the indenture governing the old notes assume such indenture is amended pursuant to the proposed amendments.

		The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes are registered under the Securities Act and will not be subject to restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP and ISIN number than the old notes, will not entitle their holders to registration rights and will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes. The new notes will be issued under a supplemental indenture to the indenture governing the August 2011 Senior Notes and will constitute one series of notes with the August 2011 Senior Notes. Following the completion of the exchange offer, the new notes will be governed by the indenture governing the August 2011 Senior Notes.

		The old notes that are not tendered in the exchange offer will continue to be governed by the indenture governing the old notes, but, if the proposed amendments become effective, the holders of any old notes that are not tendered will no longer be entitled to the benefit of substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the indenture governing the old notes. See “The Proposed Amendments.”

The Exchange Offer		You may exchange old notes and the related guarantees for a like principal amount of new notes and the related guarantees.

		As part of the exchange offer, we are soliciting the consent of holders of the requisite aggregate principal amount outstanding of the notes necessary to amend certain of the terms of the indenture governing the old notes. The tender of old notes pursuant to the exchange offer and consent solicitation will be deemed to automatically constitute delivery of a consent with respect to the old notes tendered. See “The Exchange Offer — Procedures for Tendering — Deemed Consent by Tender.”


Resale of New Notes		Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-111 Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder of such new notes, other than any such holder that is a broker-dealer or an “affiliate” of us within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

		• such new notes are acquired in the ordinary course of business;

		• at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such new notes; and

		• such holder is not engaged in and does not intend to engage in a distribution of such new notes.

		By tendering old notes as described in “The Exchange Offer — Procedures for Tendering,” you will be making representations to this effect. If you fail to satisfy any of these conditions, you cannot rely on the position of the SEC set forth in the interpretive letters referred to above and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes. You should read the discussion under the heading “The Exchange Offer” for further information regarding the exchange offer and resale of the new notes.

Registration Rights Agreement		We have undertaken the exchange offer pursuant to the terms of the registration rights agreement that the Issuers entered into with the initial purchasers of the old notes. See “The Exchange Offer — Purpose of the Exchange Offer.”

Consequences of Failure to Exchange the Old Notes		You will continue to hold old notes that remain subject to their existing transfer restrictions if:

		• you do not tender your old notes; or

		• you tender your old notes and they are not accepted for exchange.

		If holders of a majority of principal amount of the old notes consent to the proposed amendments by participating in the exchange offer, the proposed amendments will become effective promptly following the exchange offer. As a result of this exit consent and resulting amendments, if a holder does not tender its old notes, its old notes will continue to be governed by the indenture governing the old notes, but such holder will no longer be entitled to the benefit of substantially all of the restricted covenants, certain events of default and certain other provisions


		contained in the indenture governing the old notes. See “The Proposed Amendments.”

		If a holder tenders its old notes in the exchange offer, the new notes held by such holder will be issued under a supplemental indenture to the indenture governing the August 2011 Senior Notes and will constitute one series of notes with the August 2011 Senior Notes. Following the completion of the exchange offer, the new notes will be governed by the indenture governing the August 2011 Senior Notes.

		With some limited exceptions, we will have no obligation to register the old notes after we consummate the exchange offer. See “The Exchange Offer — Terms of the Exchange Offer” and “The Exchange Offer — Consequences of Failure to Exchange.”


Proposed Amendments; Requisite Consents		If adopted, the proposed amendments would delete many of the restrictive covenants and certain events of default in the indenture governing the old notes. The consent of the holders of at least a majority of the outstanding aggregate principal amount of the old notes is required in order for the proposed amendments to be adopted. See “The Proposed Amendments.”

Expiration Date		The exchange offer (including the consent solicitation) will expire at 5:00 p.m., New York City time, on , 2012, unless we extend it, in which case “expiration date” means the latest date and time to which the exchange offer is extended. The exchange offer may not be extended without extending the consent solicitation and the consent solicitation may not be extended without extending the exchange offer.

Interest on the New Notes		The new notes will accrue interest from the last interest payment date on which interest was paid on the old notes or, if no interest has been paid on the old notes, from the date of original issue of the old notes.

Conditions to the Exchange Offer		The exchange offer is subject to several customary conditions. We will not be required to accept for exchange, or to issue new notes in exchange for, any old notes, and we may terminate or amend the exchange offer, if we determine at any time before the expiration date that the exchange offer would violate applicable law, any applicable interpretation of the SEC or its staff or any order of any governmental agency or court of competent jurisdiction. The foregoing conditions are for our sole benefit and, except those conditions related to the receipt of government regulatory approvals necessary to consummate the exchange offer, will be satisfied or waived by us at or before the expiration of the exchange offer. In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes, if at any time any stop order is threatened or in effect with respect to:

		• the registration statement of which this prospectus constitutes a part; or


		• the qualification of the indenture governing the notes under the Trust Indenture Act of 1939, as amended, which we refer to as the “Trust Indenture Act.”

		See “The Exchange Offer — Conditions.” We reserve the right to terminate or amend the exchange offer at any time prior to the expiration date upon the occurrence of any of the foregoing events.

		If we amend the exchange offer in a manner that we determine to constitute a material change, including the waiver of a material condition, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of outstanding notes of that amendment and we will extend the exchange offer if necessary so that at least five business days remain in the offer following notice of the material change.

Procedures for Tendering Old Notes		If you wish to participate in the exchange offer, you must submit required documentation and effect a tender of old notes pursuant to the procedures for book-entry transfer (or other applicable procedures), all in accordance with the instructions described in this prospectus and in the relevant letter of transmittal or electronic acceptance instruction. See “The Exchange Offer — Procedures for Tendering.”

Guaranteed Delivery Procedures		None.

Withdrawal Rights		Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. The withdrawal of a tender of old notes automatically constitutes the withdrawal of the related consent. To withdraw a tender of old notes, a notice of withdrawal must be received by the exchange agent at its address set forth in “The Exchange Offer — Exchange Agent” prior to the expiration date. See “The Exchange Offer — Withdrawal of Tenders.”

Acceptance of Old Notes and Delivery of New Notes		Except in some circumstances, any and all old notes that are validly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. The new notes issued pursuant to the exchange offer will be delivered promptly after such acceptance. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes which, if accepted, would, in the opinion of counsel for us, be unlawful. See “The Exchange Offer — Terms of the Exchange Offer” and “The Exchange Offer — Acceptance of Old Notes for Exchange; Delivery of New Notes.”

Certain U.S. Federal Tax Considerations		We believe that the exchange of the old notes for the new notes will not constitute a taxable exchange for U.S. federal income tax purposes. See “Tax Considerations — United States Federal Income Tax Considerations.”

Exchange Agent		The Bank of New York Mellon is serving as the exchange agent for the notes.

Summary of the Terms of the New Notes

The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes:


	•	are registered under the Securities Act and therefore will not be subject to restrictions on transfer;

	•	will not be subject to provisions relating to additional interest;

	•	will bear a different CUSIP and ISIN number than the old notes;

	•	will not entitle their holders to registration rights; and

	•	will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes.

In addition, the new notes will be issued under a supplemental indenture to the indenture governing the August 2011 Senior Notes and will constitute one series of notes with the August 2011 Senior Notes. Following the completion of the exchange offer, the new notes will be governed by the indenture governing the August 2011 Senior Notes.

The old notes that are not tendered in the exchange offer will continue to be governed by the indenture governing the old notes, but, if the proposed amendments become effective, the holders of any old notes that are not tendered will no longer be entitled to the benefit of substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the indenture governing the old notes. See “The Proposed Amendments.”


Issuers		The new notes will be the joint and several obligations of Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A.

Maturity Date		The new notes will mature on the same date as the old notes.

Interest Rates and Payment Dates		The new notes will bear interest accruing at the same coupon rate and payable at the same times as the old notes.

Guarantees		The new notes will be guaranteed (subject to certain customary guarantee release provisions set forth in the indenture that will govern the new notes) on a senior and joint and several basis by RGHL, BP I and, subject to certain conditions and exceptions, by certain subsidiaries of BP I that are or will be borrowers under or guarantee or will guarantee the Senior Secured Credit Facilities. Non-U.S. subsidiaries of our U.S. subsidiaries will not guarantee the new notes. Each guarantor is 100% owned by RGHL. See “Description of the Notes — Senior Note Guarantees,” and “Description of the Notes — Certain Covenants — Future Senior Note Guarantors.” The laws of certain jurisdictions may limit the enforceability of certain guarantees with respect to the new notes. See “Risk Factors — Risks Related to Our Structure, the Guarantees and the Notes” and “Certain Insolvency and Other Local Law Considerations.”

		We refer to our senior secured credit facilities, which, as of March 31, 2012, consist of $4,246 million in senior secured term loans, €245 million in senior secured term loans, and a $120 million and €80 million senior secured revolving credit facility, as the “Senior Secured Credit Facilities.”


Ranking		The new notes will be senior obligations of the Issuers and:

		• will rank pari passu in right of payment with all existing and future senior indebtedness of the Issuers, including indebtedness under, or in respect to their guarantees of, the other Reynolds notes, the 2007 Senior Notes and the Senior Secured Credit Facilities;

		• will be effectively subordinated to all existing and future secured indebtedness of the Issuers, including amounts outstanding under the 2007 Notes, the Reynolds secured notes and the Senior Secured Credit Facilities, to the extent of the value of the property securing such indebtedness;

		• will be senior in right of payment to all existing and future subordinated indebtedness of the Issuers, including the Issuers’ respective guarantees of the 2007 Senior Subordinated Notes; and

		• will be effectively subordinated to all claims of creditors, including trade creditors, and claims of preferred stockholders, if any, of each of the subsidiaries of RGHL (including BP II) that is not a guarantor.

		The guarantees related to the new notes will be senior obligations of each guarantor and:

		• rank pari passu in right of payment with all existing and future senior indebtedness of such guarantor, including indebtedness under, or in respect of its guarantee of, the other Reynolds notes, the Senior Secured Credit Facilities and the 2007 Senior Notes;

		• will be effectively subordinated to all existing and future secured indebtedness of such guarantor, including indebtedness of such guarantor outstanding under, or with respect to its guarantee of, the 2007 Notes, the Reynolds secured notes and the Senior Secured Credit Facilities, to the extent of the value of the property securing such indebtedness; and

		• will be senior in right of payment to all existing or future subordinated indebtedness of such guarantor, including such guarantor’s guarantee of the 2007 Senior Subordinated Notes.

		As of March 31, 2012, the RGHL Group had:

		• $10,371 million aggregate principal amount of outstanding secured indebtedness. The RGHL Group has €63 million and $41 million of availability under the revolving credit facility under the Senior Secured Credit Facilities and the ability to incur up to €56 million of secured indebtedness under certain local facilities; and

		• $17,554 million of indebtedness outstanding other than subordinated indebtedness, whether secured or unsecured, consisting of amounts outstanding under the Senior Secured Credit Facilities, the notes, the other Reynolds notes, the 2007 Senior Notes and the Pactiv Notes (in each case, including without duplication, the guarantees with respect thereto), certain local facilities and certain other local overdraft and local working capital facilities.


		The new notes and the related guarantees will constitute “Senior Indebtedness” (as defined in “Description of the Notes — Certain Definitions”) for purposes of the indenture governing the 2007 Senior Subordinated Notes and, as such, in a liquidation, dissolution or bankruptcy of the Issuers or the note guarantors, holders of the new notes and related guarantees will be entitled to receive payment in full of such notes and related guarantees before holders of the guarantees of the 2007 Senior Subordinated Notes are entitled to receive any payment, other than certain permitted junior securities, in respect of such guarantees.

		However, because the new notes and related guarantees will not, unlike the Reynolds secured notes, the Senior Secured Credit Facilities and the 2007 Senior Notes, constitute “Designated Senior Indebtedness” for purposes of the indenture governing the 2007 Senior Subordinated Notes, the holders thereof will have more rights than the holders of the new notes. Thus, holders of the new notes and related guarantees will not be entitled to the benefit of certain provisions in the indenture governing the 2007 Senior Subordinated Notes relating to the subordination of the 2007 Senior Subordinated Notes that provide rights only to holders of “Designated Senior Indebtedness” (as defined therein), not “Senior Indebtedness,” including among other things, the benefits of delivering payment blockage notices or enforcing the turnover provisions of the indenture governing the 2007 Senior Subordinated Notes. Accordingly, holders of the new notes may recover less than holders of Designated Senior Indebtedness as a result thereof. See “Description of the Notes — Ranking.”

		The new notes and related guarantees will rank pari passu in right of payment with each other series of our senior indebtedness, including the guarantees with respect thereto. Therefore, in the event that an Issuer or a guarantor of the new notes becomes a debtor in a United States bankruptcy case, claims of holders of the new notes and related guarantees will rank pari passu in right of payment with the claims of holders of the other Reynolds senior notes and related guarantees, and in the event that claims under the 2007 Senior Notes, the Reynolds secured notes and the Senior Secured Credit Facilities are not fully secured, claims of holders of the new notes and related guarantees will rank pari passu in right of payment with the unsecured portion of claims of holders of the guarantees of the 2007 Senior Notes, the Reynolds secured notes and the Senior Secured Credit Facilities, in each case, including the guarantees with respect thereto.

		In addition, in such an event, we expect that claims of holders of the new notes and related guarantees will be senior in right of payment to the claims of holders of the guarantees of the 2007 Senior Subordinated Notes. However, because of the differences in the rights of the holders of the new notes and the holders of Designated Senior Indebtedness, there can be no guarantee that a bankruptcy court would enforce the contractual subordination of the 2007 Subordinated Notes in favor of the new notes in the same manner as the contractual subordination of the 2007 Senior


		Subordinated Notes in favor of the 2007 Senior Notes, the Reynolds secured notes and the Senior Secured Credit Facilities under such circumstances.

		As of March 31, 2012, the RGHL Group had:

		• $4,246 million and €245 million of indebtedness outstanding under the Senior Secured Credit Facilities;

		• $5,125 million and €450 million of indebtedness outstanding under the Reynolds secured notes;

		• $4,500 million of indebtedness outstanding under the other Reynolds senior notes;

		• $1,250 million of indebtedness outstanding under the notes;

		• €480 million of indebtedness outstanding under the 2007 Senior Notes;

		• €420 million of indebtedness outstanding under the 2007 Senior Subordinated Notes; and

		• $792 million of indebtedness outstanding under the Pactiv Notes.

Optional Redemption		The Issuers may redeem some or all of the new notes (together with the August 2011 Senior Notes) at any time and from time to time on or after August 15, 2015, at the redemption prices described in this prospectus. Prior to August 15, 2015, the Issuers may redeem some or all of the new notes (together with the August 2011 Senior Notes) at a redemption price equal to 100% of the principal amount of the new notes (together with the August 2011 Senior Notes) plus accrued and unpaid interest, if any, to the applicable redemption date plus the applicable “make-whole” premium described in this prospectus. See “Description of the Notes — Optional Redemption.” In addition, at any time prior to August 15, 2014, the Issuers may redeem up to 35% of the aggregate principal amount of the new notes (together with the August 2011 Senior Notes) with the proceeds of certain equity offerings at a redemption price of 109.875%, plus accrued and unpaid interest, if any, to the applicable redemption date. See “Description of the Notes — Optional Redemption.”

Redemption for Taxation Reasons		In the event of certain developments affecting taxation, the Issuers may redeem all, but not less than all, of the new notes (together with the August 2011 Senior Notes) at 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption. See “Description of the Notes — Redemption for Taxation Reasons.”

Change of Control		If a change of control occurs, each holder of the new notes may require us to repurchase all or a portion of such holder’s new notes (together with the August 2011 Senior Notes) at a purchase price of 101% of the principal amount of such notes, plus accrued and unpaid interest, if any, to the date of repurchase. The term “Change of Control” is defined under “Description of the Notes — Change of Control.”


Certain Covenants		The new notes will be issued under a supplemental indenture to the indenture governing the August 2011 Senior Notes and will constitute one series of notes with the August 2011 Senior Notes. Following the completion of the exchange offer, the new notes will be governed by the indenture governing the August 2011 Senior Notes.

		The old notes that are not tendered in the exchange offer will continue to be governed by the indenture governing the old notes, but, if the proposed amendments become effective, the holders of any old notes that are not tendered will no longer be entitled to the benefit of substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the indenture governing the old notes. See “The Proposed Amendments.”

		The indenture that will govern the new notes contains covenants that, among other things, limit the ability of BP I, BP II and their restricted subsidiaries to:

		• incur additional indebtedness and issue disqualified and preferred stock;

		• make restricted payments, including dividends or other distributions;

		• create certain liens;

		• sell assets;

		• in the case of BP I, BP II and their respective restricted subsidiaries, enter into arrangements that limit any restricted subsidiary’s ability to pay dividends or other payments to BP I, BP II, or any other restricted subsidiary;

		• engage in transactions with affiliates; and

		• consolidate, merge or transfer all or substantially all of their assets and the assets of their subsidiaries on a consolidated basis.

		These covenants are subject to a number of important limitations and exceptions as described under “Description of the Notes — Certain Covenants.”

No Public Market		The new notes will be new securities for which there is currently no public market.

Governing Law of the Indenture, the New Notes and the related Guarantees		The new notes, the related indenture and the related guarantees will be governed by the laws of the State of New York. For the avoidance of doubt, the provisions of articles 86 to 94-8 of the Luxembourg law of August 10, 1915, as amended, on commercial companies are excluded. See “Risk Factors — Risks Related to Our Structure, the Guarantees and the Notes — Enforcing your rights as a holder of the notes or under the guarantees across multiple jurisdictions may be difficult,” and “Certain Insolvency and Other Local Law Considerations.”

Presentation of Financial Information

The segments that comprise the RGHL Group have not been owned, directly or indirectly, by a single company that consolidates their financial results or operates them as a single combined business for all the periods for which financial results are presented in this prospectus. RGHL, through an indirect wholly-owned subsidiary, acquired (i) SIG, on May 11, 2007 as part of the SIG Acquisition, (ii) our Reynolds consumer products business and Closures, on November 5, 2009, as part of the RGHL Transaction, (iii) Evergreen, on May 4, 2010, as part of the Evergreen Transaction, (iv) our Reynolds foodservice packaging business, on September 1, 2010, as part of the Reynolds Foodservice Acquisition, (v) Pactiv on November 16, 2010, as part of the Pactiv Transaction, (vi) Dopaco, on May 2, 2011, as part of the Dopaco Acquisition and (vii) Graham Packaging, on September 8, 2011, as part of the Graham Packaging Acquisition. Graham Packaging has become the sixth segment of the RGHL Group. In addition, as a result of the Initial Evergreen Acquisition, the beverage packaging business of International Paper Company, or “IP’s Bev Pack Business,” is our predecessor for accounting purposes.

The table below summarizes the financial statements and information that are presented herein as well as the applicable accounting standards pursuant to which such financials statements and information were prepared:

Interim Financial Information

Annual Financial Information

2012

2011

2010

2009

2008

2007

RGHL Group

Financial Statements as of and for the three month period ended March 31, 2012 (Unaudited — IFRS)

Financial Statements for the three month period ended March 31, 2011 (Unaudited — IFRS)

Financial Statements as of and for the year ended December 31, 2011 (Audited — IFRS)*

Financial Statements as of and for the year ended December 31, 2010 (Audited — IFRS)**

Financial Statements for the year ended December 31, 2009 (Audited — IFRS)

Selected financial information as of and for the year ended December 31, 2008 (Audited — IFRS)***†

Selected financial information as of and for the year ended December 31, 2007 (Audited — IFRS)****†

Financial Statements as of December 31, 2009 (Audited — IFRS)†

Beverage Packaging Holdings Group(1)