Reynolds buying Hefty maker Pactiv for $4.6 billion

* $33.25/share price is 7.5 pct over Monday's close

* Apollo, Georgia-Pacific had also bid - source

* New Zealand billionaire Hart's largest deal

* Pactiv shares up 5.4 pct

(Recasts; edits throughout; updates share price)

By Ernest Scheyder

NEW YORK, (Reuters) - New Zealand billionaire Graeme Hart's Reynolds Group Holdings Ltd is buying Pactiv Corp for about $4.6 billion in cash, adding the maker of Hefty trash bags and disposable tableware to its packaging group.

Hart, a former tow-truck driver who is now New Zealand's richest man with a net worth of about $9 billion, will pay $33.25 a share in cash for Pactiv, the companies said Tuesday. The deal is valued at about $6 billion including debt.

Hart, who also owns timber and paper businesses, has a history of large acquisitions, which include buying the Reynolds aluminum business from Alcoa Inc in 2008 for nearly $3 billion. The Pactiv deal is the largest ever for him.

The privately held aluminum foil maker beat out rivals bidders Apollo Management LP and Koch Industries Inc's Georgia-Pacific Corp, a source familiar with the matter said.

The deal offers a 7.5 percent premium over Monday's closing price of Pactiv and is 38.7 percent above the stock's value on May 17, when news of Pactiv's intent to sell itself first surfaced.

Given the high level of competition for the Hefty brand, a final price of at least $34 per share had been expected, Robert W. Baird & Co analyst Ghansham Panjabi said.

"I'm surprised the transaction price was where it was," Panjabi said. "It seems a little low given the number of bidders that the media have said were in there."

Pactiv's shares closed up 5.4 percent at $32.58 on the New York Stock Exchange.

Reynolds, a subsidiary of Hart's Rank Group Ltd, expects to finance the deal with up to $5 billion of new debt. It has obtained committed debt financing from Credit Suisse Group AG , HSBC Holdings Plc and Australia and New Zealand Banking Group Ltd.

Pactiv's board unanimously agreed to the offer and the company plans to hold a shareholder meeting to vote on the deal "as soon as practicable."

The deal is expected to close, pending filing with the Securities and Exchange Commission, by the end of the year.

The deal comes less than a month after Pactiv said its quarterly profit slipped on high raw material costs and guided for a third-quarter profit below expectations.

Credit Suisse was the lead financial advisor to Pactiv. Perella Weinberg Partners acted as independent financial advisor to Pactiv's board. Skadden, Arps, Slate, Meagher and Flom LLP is acting as legal counsel to Pactiv. (Reporting by Ernest Scheyder; additional reporting by Matt Daily, Mike Erman, Megan Davies and Paritosh Bansal; editing by Derek Caney, Gunna Dickson and Andre Grenon)