Sealed Air Corporation (“Sealed Air” or the “Company”)
(NYSE:SEE) today announced that, in connection with the previously
announced cash tender offer and consent solicitation by the Company
to purchase for cash any and all of its 8.125% senior notes due
2019 (the “2019 Notes”), the early tender period in respect of the
tender offer expired at 5:00 p.m., New York City time, on November
21, 2014 (the “Consent Payment Deadline”). As of the Consent
Payment Deadline, $602,559,000 principal amount of the 2019 Notes,
or 80.3% of the principal amount outstanding, had been validly
tendered and not withdrawn. Those holders who validly tendered
their 2019 Notes prior to the Consent Payment Deadline received on
November 24, 2014 the total consideration of $1,100.92 per $1,000
principal amount of the 2019 Notes (the “Total Consideration”),
which included a consent payment of $10.00 per $1,000 principal
amount of the 2019 Notes, plus any accrued and unpaid interest on
the 2019 Notes up to, but not including, the payment date. The
withdrawal rights for the early tender of 2019 Notes and
corresponding consents in the tender offer expired as of 5:00 p.m.,
New York City time, on November 21, 2014.
The final offer period will expire at 11:59 p.m., New York City
time, on December 8, 2014, unless extended or earlier terminated
(such time and date, as the same may be extended, the “Expiration
Time”). Holders who tender their 2019 Notes after the Consent
Payment Deadline and on or prior to the Expiration Time will be
eligible to receive only the tender offer consideration of
$1,090.92 per $1,000 principal amount of 2019 Notes tendered plus
accrued and unpaid interest to the payment date, but not the
consent payment.
As the Company received consents from holders of greater than a
majority in aggregate principal amount of the outstanding 2019
Notes, the Company, the guarantors thereto and HSBC Bank USA,
National Association, as trustee (the “Trustee”), have executed a
supplemental indenture (the “Supplemental Indenture”) to the
indenture governing the 2019 Notes, which will be filed with the
Securities and Exchange Commission at a later date. The amendments
and modifications contained in the Supplemental Indenture eliminate
certain restrictive covenants contained in the indenture. These
changes became operative concurrently with the acceptance for
payment on November 24, 2014 of all 2019 Notes that were validly
tendered (and not validly withdrawn) at or prior to the Consent
Payment Deadline.
This press release is not an offer to purchase or a solicitation
of an offer to sell any securities, including the 2019 Notes. The
tender offer is only being made pursuant to the terms of the offer
to purchase and consent solicitation statement, dated November 7,
2014 (as it may be amended or supplemented from time to time, the
“Statement”), and related letter of transmittal (the “Letter of
Transmittal”).
The complete terms and conditions of the tender offer are set
forth in the Statement that has been sent to holders of the 2019
Notes. Holders are urged to read the tender offer documents
carefully before making any decision with respect to the tender
offer and consent solicitation. Holders of 2019 Notes must make
their own decisions as to whether to tender their 2019 Notes and
provide the related consents, and if they decide to do so, the
principal amount of the 2019 Notes to tender.
Holders may obtain copies of the Statement and the related
Letter of Transmittal from the Information Agent and Depositary for
the tender offer, Global Bondholder Services Corporation by phone
at (866) 924-2200 (U.S. toll-free) or (212) 430-3774 (banks and
brokers) or in writing at 65 Broadway – Suite 404, New York, NY
10006.
J.P. Morgan Securities LLC has been engaged to act as the Dealer
Manager and Solicitation Agent in connection with the tender offer
for and the consent solicitation with respect to the 2019 Notes.
Any questions regarding the terms of the tender offer and the
consent solicitation should be directed to J.P. Morgan Securities
LLC at (800) 245-8812 (U.S. toll free) or (212) 270-1200
(collect).
None of the Company, the Dealer Manager and Solicitation Agent,
the Information Agent and Depositary or any other person makes any
recommendation as to whether holders of 2019 Notes should tender
their 2019 Notes or provide the related consents, and no one has
been authorized to make such a recommendation.
Business
Sealed Air creates a world that feels, tastes and works better.
In 2013, Sealed Air generated revenue of approximately $7.7 billion
by helping our customers achieve their sustainability goals in the
face of today’s biggest social and environmental challenges. Our
portfolio of widely recognized brands, including Cryovac® brand
food packaging solutions, Bubble Wrap® brand cushioning and
Diversey® cleaning and hygiene solutions, ensures a safer and less
wasteful food supply chain, protects valuable goods shipped around
the world and improves health through clean environments. Sealed
Air has approximately 25,000 employees who serve customers in 175
countries. To learn more, visit www.sealedair.com. Information on
Sealed Air’s website is not incorporated into, and does not form a
part of, this press release.
Website Information
We routinely post important information for investors on our
website, www.sealedair.com, in the “Investor Relations”
section. We use this website as a means of disclosing material,
non-public information and for complying with our disclosure
obligations under SEC Regulation FD. Accordingly, investors should
monitor the Investor Relations 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
Statements in this press release may be “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 concerning our business, consolidated financial
condition and results of operations. These statements include
comments as to future events that may affect Sealed Air, which are
based upon management’s current expectations and are subject to
uncertainties, many of which are outside Sealed Air’s control.
Forward-looking statements can be identified by such words as
“anticipates,” “expects,” “believes,” “plan,” “could,” “estimate,”
“will” and similar expressions. A variety of factors may cause
actual results to differ materially from these expectations,
including economic conditions affecting packaging utilization,
changes in raw material costs, currency translation effects, and
legal proceedings. For more extensive information, see “Risk
Factors” and “Cautionary Notice Regarding Forward-Looking
Statements,” which appear in our most recent Annual Report on Form
10-K, as may be revised and updated from time to time by our
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
filed with the Securities and Exchange Commission. These reports
are available on the Securities and Exchange Commission’s website
at www.sec.gov or our Investor Relations home page at
http://ir.sealedair.com. Information on Sealed Air’s website is not
incorporated into, and does not form a part of, this press release.
Sealed Air does not undertake any obligation to publicly update any
forward-looking statement to reflect events or circumstances after
the date on which any such statement is made or to reflect the
occurrence of unanticipated events.
Sealed Air CorporationInvestors:Lori Chaitman,
201-703-4161orMedia:Ken Aurichio, 201-703-4164
Sealed Air (NYSE:SEE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Sealed Air (NYSE:SEE)
Historical Stock Chart
From Apr 2023 to Apr 2024