Sealed Air Corporation (“SEE”) (NYSE: SEE) today announced that
it has commenced a cash tender offer (the “Tender Offer”) for any
and all of its outstanding 5.125% Senior Notes due 2024 (the
“Notes”). A comprehensive description of the terms of the Tender
Offer is included in SEE’s Offer to Purchase, dated November 8,
2023 (the “Offer to Purchase”), and the related Notice of
Guaranteed Delivery (the “Notice of Guaranteed Delivery” and,
together with the Offer to Purchase, the “Offer Documents”).
The following table summarizes the material pricing terms of the
Tender Offer, which is being made upon, and is subject to, the
terms and conditions set forth in the Offer Documents.
Title of Security
CUSIPs / ISINs
Principal
Amount
Outstanding
U.S. Treasury
Reference
Security
Bloomberg
Reference
Page
Fixed
Spread
5.125% Senior
Notes due 2024
81211KAW0 / US81211KAW09 (Rule
144A),
U81193 AN1 / USU81193AN11
(Regulation S)
$425,000,000
4.500% due
November 30, 2024
PX4
50 bps
The Tender Offer will expire at 5:00 p.m., New York City time,
on November 15, 2023, unless extended or earlier terminated by SEE
(the “Expiration Date”). No tenders submitted after the Expiration
Date will be valid. Tenders of Notes may be withdrawn any time at
or prior to 5:00 p.m., New York City time, on November 15, 2023, by
following the procedures described in the Offer to Purchase.
The consideration (the “Total Consideration”) offered for each
$1,000 principal amount of the Notes validly tendered and not
validly withdrawn and accepted for purchase pursuant to the Tender
Offer will be determined in the manner described in the Offer to
Purchase by reference to the fixed spread for the Notes specified
in the table above plus the yield to maturity based on the bid-side
price of the Reference Security specified in the table above, as
quoted on the Bloomberg Bond Trader PX4 page as of 2:00 p.m., New
York City time, on November 15, 2023, unless extended or earlier
terminated by SEE. In addition to the Total Consideration, SEE will
also pay accrued and unpaid interest on Notes purchased up to, but
not including, the Settlement Date (as defined below). The
Settlement Date for Notes validly tendered and not validly
withdrawn and accepted for purchase and delivered at or prior to
the Expiration Date or delivered pursuant to the guaranteed
delivery procedures described in the Offer to Purchase is expected
to be November 20, 2023, three business days after the Expiration
Date (the “Settlement Date”). Additionally, SEE intends, but is not
obligated, to satisfy and discharge any outstanding Notes that are
not tendered in the Tender Offer. However, there can be no
assurance that such Notes will be satisfied and discharged.
Holders must validly tender (and not validly withdraw) their
Notes at or prior to the Expiration Date, or deliver a properly
completed and duly executed Notice of Guaranteed Delivery for their
Notes at or prior to the Expiration Date, and tender their Notes at
or prior to the Guaranteed Delivery Date (as defined in the Offer
to Purchase), in accordance with the instructions set forth in the
Offer to Purchase, in order to be eligible to receive the Total
Consideration. In addition, holders whose Notes are accepted for
purchase in the Tender Offer will receive accrued and unpaid
interest from the last interest payment date to, but not including,
the Settlement Date.
SEE’s obligation to accept for purchase and to pay for the Notes
validly tendered and not validly withdrawn pursuant to the Tender
Offer is subject to the satisfaction or waiver of certain
conditions, which are more fully described in the Offer to
Purchase, including, among others, SEE and Sealed Air Corporation
(US) completing the offering and sale of new debt securities (the
“New Notes Offering”) on terms acceptable to SEE.
The Tender Offer does not constitute an offer to sell or a
solicitation of an offer to buy any securities or other financial
instruments that may be issued or otherwise incurred in connection
with the New Notes Offering. SEE reserves the right, subject to
applicable law, in its sole discretion, to: (i) waive any and all
conditions to the Tender Offer at any time and from time to time;
(ii) extend or terminate the Tender Offer; or (iii) otherwise amend
the Tender Offer in any respect. SEE is not soliciting consents
from holders of securities in connection with the Tender Offer.
Nothing contained in the Offer to Purchase will prevent SEE from
exercising its rights to redeem, defease or satisfy or otherwise
discharge its obligations with respect to all or a portion of Notes
by depositing cash or securities with the trustee in accordance
with the indenture governing the Notes.
SEE has retained BofA Securities, Inc. to act as exclusive
Dealer Manager. Global Bondholder Services Corporation has been
retained to serve as both the depositary and the information agent
(the “Depositary and Information Agent”) for the Tender Offer. For
additional information regarding the terms of the Tender Offer,
please contact: BofA Securities, Inc. at (888) 292-0070 (toll free)
or (980) 683-5454 (collect). Requests for copies of the Offer to
Purchase and other related materials should be directed to Global
Bondholder Services Corporation at contact@gbsc-usa.com (email),
1-855-654-2014 (U.S. Toll Free), 1-212-430-3774 (Banks and
Brokers).
Copies of the Offer to Purchase and Notice of Guaranteed
Delivery are available at the following web address:
https://www.gbsc-usa.com/sealedair/.
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell with
respect to any Notes nor is this announcement an offer to sell or a
solicitation of an offer to purchase new debt securities. The
Tender Offer is being made solely pursuant to the Offer Documents,
which set forth the complete terms and conditions of the Tender
Offer. The Tender Offer is not being made to, nor will SEE accept
tenders of Notes from, holders in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
None of SEE, its affiliates, their respective board of
directors, the Dealer Manager, the trustee of the Notes or the
Depositary and Information Agent makes any recommendation to any
holder of Notes in connection with the Tender Offer. Holders must
make their own decisions as to whether to tender their Notes and,
if so, the principal amount of Notes to tender.
About SEE
SEE (NYSE: SEE) is in business to protect, to solve critical
packaging challenges, and to make our world better than we find it.
Our automated packaging solutions promote a safer, more resilient,
and less wasteful global food, fluids and liquids supply chain,
enable e-commerce, and protect goods in transit from damage.
The company, under its former trade name, Sealed Air, announced
its new SEE corporate brand and logo in May 2023.
Our globally recognized solution brands include CRYOVAC®
food packaging, LIQUIBOX® fluids and liquids systems,
SEALED AIR® protective packaging, AUTOBAG® automated
packaging systems, BUBBLE WRAP® packaging, SEE
Automation™ and prismiq™ digital packaging and
printing.
Our partnership with customers creates value through
sustainable, automated, and digital packaging solutions, leveraging
our industry-leading expertise in materials, automation systems,
engineering and technology.
SEE has approximately 17,300 employees (including Liquibox
employees) who serve customers in 120 countries/territories.
Website Information
We routinely post important information for investors on our
website in the Investors section. We use this website as a means of
disclosing material, non-public information and for complying with
our disclosure obligations under Regulation FD. Accordingly,
investors should monitor the Investors section of our website, in
addition to following our press releases, SEC filings, public
conference calls, presentations and webcasts. The information
contained on, or that may be accessed through, our website is not
incorporated by reference into, and is not a part of, this
document.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 concerning our business, consolidated
financial condition, results of operations and cash flows.
Forward-looking statements are subject to risks and uncertainties,
many of which are outside our control, which could cause actual
results to differ materially from these statements. Therefore, you
should not rely on any of these forward-looking statements.
Forward-looking statements can be identified by such words as
“anticipate,” “believe,” “plan,” “assume,” “could,” “should,”
“estimate,” “expect,” “intend,” “potential,” “seek,” “predict,”
“may,” “will” and similar references to future periods. All
statements other than statements of historical facts included in
this press release regarding our strategies, prospects, financial
condition, operations, costs, plans and objectives are
forward-looking statements.
Examples of forward-looking statements include, among others,
statements we make regarding expected future operating results,
expectations regarding the results of restructuring and other
programs, expectations regarding future impacts resulting from the
Liquibox acquisition, anticipated levels of capital expenditures
and expectations of the effect on our financial condition of
claims, litigation, environmental costs, contingent liabilities and
governmental and regulatory investigations and proceedings.
The following are important factors that we believe could cause
actual results to differ materially from those in our
forward-looking statements: global economic and political
conditions, including recessionary and inflationary pressures,
currency translation and devaluation effects, changes in raw
material pricing and availability, competitive conditions, the
success of new product offerings, failure to realize synergies and
other financial benefits from the acquisition of Liquibox within
the expected time frames, greater than expected costs or
difficulties related to the integration of Liquibox, consumer
preferences, the effects of animal and food-related health issues,
the effects of epidemics or pandemics, including the Coronavirus
Disease 2019, negative impacts related to the ongoing conflict
between Russia and Ukraine and related sanctions, export
restrictions and other counteractions thereto, uncertainties
relating to existing or potential increased hostilities in the
Middle East, changes in energy costs, environmental matters, the
success of our restructuring activities, the success of our merger,
acquisition and equity investment strategies, the success of our
financial growth, profitability, cash generation and manufacturing
strategies and our cost reduction and productivity efforts, changes
in our credit ratings, the tax benefit associated with the
Settlement agreement (as defined in our 2022 Annual Report on Form
10-K), regulatory actions and legal matters and the other
information referenced in the “Risk Factors” section appearing in
our most recent Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission, and as revised and updated by
our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Any forward-looking statement made by us is based only on
information currently available to us and speaks only as of the
date on which it is made. We undertake no obligation to publicly
update any forward-looking statements, whether written or oral,
that may be made from time to time, whether as a result of new
information, future developments or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20231108268256/en/
Company Investor
Relations Brian Sullivan Brian.c.sullivan@sealedair.com
704.503.8841 Louise Lagache Louise.lagache@sealedair.com
Media Christina Griffin Christina.griffin@sealedair.com
704.430.5742
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