- Announces sale of New Diversey to Bain
Capital Private Equity for approximately $3.2 billion
- Increases share repurchase program by
an additional $1.5 billion
Sealed Air Corporation (NYSE:SEE) today announced it has entered
into a definitive agreement to sell its Diversey Care division and
the food hygiene and cleaning business within its Food Care
division (together “New Diversey”) to Bain Capital Private Equity,
a leading global private investment firm, for approximately $3.2
billion.
New Diversey will be a leading hygiene and cleaning solutions
company that integrates chemicals, floor care machines, tools and
equipment, with a wide range of technology based value-added
services, food safety services and water and energy management. New
Diversey will continue to employ approximately 8,600 people
globally. Diversey Care and the related food hygiene businesses
combined generated net sales of approximately $2.6 billion in
2016.
“We are pleased that New Diversey has a strong partner to
support future growth initiatives and drive further expansion.
Diversey Care and its related hygiene business has built an
impressive innovation pipeline that includes the Internet of
Clean™, robotics and AHP disinfection technologies, revamped its
go-to-market strategy and significantly improved profitability,”
said Jerome A. Peribere, President and Chief Executive Officer.
“New Sealed Air, a leading provider of food, product and medical
packaging solutions, will continue to focus on accelerating
profitable growth and generating strong cash flow through end
market opportunities and the global adoption of new products and
solutions. Sealed Air’s advanced product portfolio is designed to
reduce waste, conserve resources and provide product security, and
deliver unique and measurable value to customers and the
planet.”
“Diversey has a long track record of leadership in the hygiene
and cleaning solutions market on a global basis,” said Ken Hanau, a
Managing Director at Bain Capital Private Equity. “We are excited
to partner with the talented team at Diversey to grow across key
market verticals and geographies while investing in innovative
hygiene solutions. Bain Capital’s integrated global platform and
strong growth orientation are well aligned with the strategic
vision for Diversey.”
Upon closing of the transaction, Sealed Air expects to use the
proceeds to repay debt and maintain its net leverage ratio in the
range of 3.5 to 4.0 times, repurchase shares to minimize earnings
dilution, and fund core growth initiatives, including potential
complementary acquisitions to its Food Care and Product Care
divisions.
Sealed Air's Board of Directors has authorized an increase of
the share repurchase program by an additional $1.5 billion of
Sealed Air common stock. With this increase, the total
authorization for future repurchases under the program is
approximately $2.2 billion. The Board has also determined that
Sealed Air will maintain its quarterly cash dividend of $0.16 per
common share while the Company reduces earnings dilution. Following
past practices, the Board will continue to evaluate the quarterly
cash dividend annually.
The sale of New Diversey is expected to close in the second half
of 2017, and is subject to certain regulatory approvals and
customary closing conditions. The Acquisition includes a formal
offer to acquire certain of Diversey's business in France and the
Netherlands, which may be accepted following Works Council
consultation. The results of operations of New Diversey will be
reported as discontinued operations beginning in the first quarter
of 2017. Sealed Air is tentatively scheduled to report its first
quarter 2017 results on May 9, 2017.
Citi is acting as financial advisor, and Skadden, Arps, Slate,
Meagher & Flom LLP as legal advisor to Sealed Air. Barclays and
RBC Capital Markets LLC are serving as financial advisors and
Kirkland & Ellis LLP is serving as legal counsel to Bain
Capital Private Equity. Credit Suisse and Goldman Sachs together
with Barclays, BofA Merrill Lynch, HSBC, RBC Capital Markets, and
SunTrust Robinson Humphrey are providing committed financing for
the transaction.
Peribere and Carol P. Lowe, Senior Vice President and CFO, will
host an investor conference call to discuss highlights of the
transaction on March 27, 2017 at 11:00 a.m. (ET). The conference
call will be webcast live on the Investor Relations home page at
www.sealedair.com/investors. A replay of the webcast will also be
available thereafter. Investors who cannot access the webcast may
listen to the conference call live via telephone by dialing (855)
472-5411 (domestic) or (330) 863-3389 (international) and use the
participant code 95564160.
About Sealed Air
Sealed Air Corporation creates a world that feels, tastes and
works better. In 2016, the Company generated revenue of
approximately $6.8 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, enables 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
23,000 employees who serve customers in 171 countries. To learn
more, visit www.sealedair.com.
About Bain Capital
Bain Capital Private Equity (www.baincapitalprivateequity.com)
has partnered closely with management teams to provide the
strategic resources that build great companies and help them thrive
since our founding in 1984. Our team of more than 220 investment
professionals creates value for our portfolio companies through our
global platform and depth of expertise in key vertical industries,
including industrials, consumer/retail, financial and business
services, healthcare, and technology, media and telecommunications.
In addition to private equity, Bain Capital invests across asset
classes including credit, public equity and venture capital, and
leverages the firm’s shared platform to capture opportunities in
strategic areas of focus.
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 and results of operations. 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 “anticipates,” “believes,”
“plan,” “assumes,” “could,” “should,” “estimates,” “expects,”
“intends,” “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, 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: the tax benefits associated with the Settlement
agreement (as defined in our 2016 Annual Report on Form 10-K),
global economic and political conditions, changes in our credit
ratings, changes in raw material pricing and availability, changes
in energy costs, competitive conditions, the success of the
separation of the Diversey Care and related hygiene business, the
success of our restructuring activities, currency translation and
devaluation effects, the success of our financial growth,
profitability, cash generation and manufacturing strategies and our
cost reduction and productivity efforts, the success of new product
offerings, the effects of animal and food-related health issues,
pandemics, consumer preferences, environmental matters, 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
statement, 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: http://www.businesswire.com/news/home/20170327005307/en/
Sealed Air CorporationInvestor:Lori Chaitman,
201-712-7310orMedia:Ken Aurichio, 917-693-5417
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