Sealed Air Corporation (“SEE”) (NYSE: SEE) today announced the
total consideration (the “Total Consideration”) relating to its
previously announced cash tender offer (the “Tender Offer”) for any
and all of its 5.125% Senior Notes due 2024 (the “Notes”) is
$992.97 for each $1,000 principal amount of the Notes validly
tendered and not validly withdrawn and accepted for purchase
pursuant to the Tender Offer. The Total Consideration was
determined in the manner described in the Offer to Purchase, dated
November 8, 2023 (the “Offer to Purchase”) by reference to a fixed
spread of 50 basis points plus the yield to maturity of 5.336%
based on the bid-side price of the reference security (4.500% due
November 30, 2024), as quoted on the Bloomberg Bond Trader PX4 page
as of 2:00 p.m., New York City time, today. In addition to the
Total Consideration, SEE will also pay accrued and unpaid interest
on Notes purchased up to, but not including, November 20, 2023,
which is the expected settlement date (the “Settlement Date”) of
the Tender Offer. For the avoidance of doubt, accrued interest will
cease to accrue on the Settlement Date for all Notes accepted for
purchase in the Tender Offer, including Notes tendered pursuant to
the guaranteed delivery procedures described in the Offer to
Purchase. The Tender Offer is being made pursuant to the Offer to
Purchase and the related Notice of Guaranteed Delivery (together
with the Offer to Purchase, the “Offer Documents”).
Title of Security
CUSIP Number/ISIN
Principal Amount Outstanding
U.S. Treasury Reference
Security
Reference Yield
Bloomberg Reference Page
Fixed Spread
Total Consideration(1)
5.125% Senior
Notes due 2024
81211KAW0/
US81211KAW09 (Rule 144A),
U81193 AN1 / USU81193AN11
(Regulation S)
$425,000,000
4.500% due November 30, 2024
5.336%
PX4
50 bps
$992.97
(1) Price per $1,000 of principal amount of Notes tendered
The Tender Offer will expire today at 5:00 p.m., New York City
time, unless extended or earlier terminated by Sealed Air.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231115006121/en/
Company Contacts 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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