Sealed Air Corporation (“Sealed Air” or the “Company”)
(NYSE:SEE) today announced that it has commenced a cash tender
offer to purchase any and all of the outstanding $750 million in
aggregate principal amount of 8.125% Senior Notes due 2019 of the
Company, CUSIP No. 81211KAQ3 (the “2019 Notes”), on the terms and
subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement, dated the date hereof (as it may be
amended or supplemented from time to time, the “Offer to
Purchase”), and in the related Letter of Transmittal and Consent
(as the same may be amended or supplemented from time to time, the
“Letter of Transmittal”). The tender offer is referred to herein as
the “Offer.” The Offer to Purchase and Letter of Transmittal are
referred to herein collectively as the “Offer Documents.”
Concurrently with the announcement of the commencement of the
Offer, the Company announced that it is soliciting with respect to
its outstanding 8.375% Senior Notes due 2021, CUSIP No. 81211KAR1
(the “2021 Notes”) consents of holders of the 2021 Notes (the “2021
Notes Consent Solicitation”) to approve a proposed amendment to the
indenture with respect to the 2021 Notes, on the terms and subject
to the conditions set forth in the Consent Solicitation Statement,
dated the date hereof (as it may be amended or supplemented from
time to time, the “2021 Notes Consent Solicitation Statement”), and
the related consent form (the “2021 Notes Consent Form”). The 2021
Notes Consent Solicitation Statement and 2021 Notes Consent Form
are referred to herein collectively as the “2021 Notes Consent
Documents.” The proposed amendment, if adopted, would provide the
Company with additional flexibility to repurchase shares of its
outstanding common stock, increase the rate of quarterly cash
dividends per share, or both.
Tender Offer of 2019
Notes
The total consideration for each $1,000 principal amount of 2019
Notes purchased pursuant to the Offer will be $1,100.92. The total
consideration for the 2019 Notes includes a payment of $10 per
$1,000 principal amount of 2019 Notes for 2019 Notes tendered at or
before the 2019 Notes Consent Payment Deadline (as defined below).
Holders validly tendering 2019 Notes after the 2019 Notes Consent
Payment Deadline but at or before the Expiration Time (as defined
below) will be eligible to receive only the tender offer
consideration of $1,090.92 per $1,000 principal amount of 2019
Notes. In addition, holders whose 2019 Notes are purchased in the
Offer will receive accrued and unpaid interest from the last
interest payment date to, but not including, the applicable payment
date for the 2019 Notes. We expect the Early Payment Date (as
defined in the Offer to Purchase) to occur on November 24,
2014.
In conjunction with the Offer, and on the terms and subject to
the conditions set forth in the Offer Documents, the Company is
soliciting (the “2019 Notes Consent Solicitation”) consents (“2019
Notes Consents”) of holders of the 2019 Notes to eliminate most of
the restrictive covenants and certain events of default in the
indenture with respect to the 2019 Notes.
The consent payment deadline is 5:00 p.m., New York City time,
on November 21, 2014 (such time and date, as it may be extended,
the “2019 Notes Consent Payment Deadline”), and the Offer will
expire at 11:59 p.m., New York City time, on December 8, 2014 (such
time and date, as it may be extended, the “Expiration Time”), in
each case unless earlier terminated by the Company. The 2019 Notes
tendered may be withdrawn and the related 2019 Notes Consents
revoked at any time at or before 5:00 p.m., New York City time, on
November 21, 2014, unless extended or earlier terminated, but not
thereafter.
The Company’s obligation to accept for purchase and to pay for
the 2019 Notes validly tendered and not withdrawn pursuant to the
Offer is subject to the satisfaction or waiver, in the Company’s
discretion, of certain conditions, which are more fully described
in the Offer to Purchase, including, among others, the Company’s
receipt of consents of the holders of at least a majority in
principal amount of the outstanding 2019 Notes to the proposed
amendments with respect to the 2019 Notes and the Company’s receipt
of aggregate proceeds (before initial purchasers’ discounts, fees
and other offer expenses) of at least $750 million from an offering
of new senior notes, on terms satisfactory to the Company. The
complete terms and conditions of the Offer and the 2019 Notes
Consent Solicitation are set forth in the Offer Documents, which
are being sent to holders of the 2019 Notes. Holders of the 2019
Notes are urged to read the Offer Documents carefully.
J.P. Morgan Securities LLC has been engaged to act as the dealer
manager and solicitation agent in connection with the Offer and the
2019 Notes Consent Solicitation. Any questions regarding the terms
of the Offer and the 2019 Notes Consent Solicitation should be
directed to J.P. Morgan Securities LLC at (800) 245-8812 (U.S. toll
free) or (212) 270-1200 (collect).
Global Bondholder Services Corporation is serving as the
depositary and information agent in connection with the Offer and
the 2019 Notes Consent Solicitation. Any questions regarding
procedures for tendering 2019 Notes and delivering 2019 Notes
Consents or any request for additional copies of the Offer
Documents should be directed to 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.
The Offer and the 2019 Notes Consent Solicitation are being made
solely by means of the Offer Documents. Under no circumstances
shall this press release constitute an offer to purchase or the
solicitation of an offer to sell the 2019 Notes or any other
securities of the Company or any other person, nor shall there be
any offer or sale of any 2019 Notes or other securities in any
state or jurisdiction in which such an offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This press release also
is not a solicitation of 2019 Notes Consents to the proposed
amendments to the indenture and the 2019 Notes. No recommendation
is made as to whether holders of the 2019 Notes should tender their
2019 Notes or give their 2019 Notes Consents.
Consent Solicitation with respect to
2021 Notes
Adoption of the proposed amendment with respect to the 2021
Notes requires the consent of holders of at least a majority in
principal amount of the outstanding 2021 Notes. As of 5:00 p.m.,
New York City time, on November 6, 2014 (the “Record Time”), which
the Company has fixed as the record time for determining the
holders entitled to give consents, the aggregate principal amount
of 2021 Notes issued and outstanding was $750,000,000. The 2021
Notes Consent Solicitation expires at 5:00 p.m., New York City
time, on November 21, 2014, unless the Company extends it (the
“Expiration Date”).
Assuming satisfaction or waiver of all of the conditions to the
2021 Notes Consent Solicitation, acceptance by the Company of the
consents and effectiveness of the supplemental indenture with
respect to the 2021 Notes, the Company will pay the consent fee of
$10 per $1,000 principal amount of 2021 Notes held by a holder with
respect to which a valid consent has been delivered and not validly
revoked prior to the Expiration Date. The consent fee will be
payable only to holders of the 2021 Notes as of the Record Time who
validly deliver consents and do not validly revoke such consents
prior to the Expiration Date. No consent fee will be payable with
respect to consents received after the Expiration Date.
The 2021 Notes Consents that have been validly delivered may be
validly revoked at any time prior to the earlier of (x) the time
that the supplemental indenture setting forth the proposed
amendment to the indenture with respect to the 2021 Notes becomes
effective and (y) the Expiration Date, but not thereafter. If the
required consents to the proposed amendment are received and the
supplemental indenture becomes effective and operative, the
amendment will be binding on all holders of the 2021 Notes,
including holders that do not deliver a valid and unrevoked
consent.
This press release is not a solicitation of consents with
respect to the 2021 Notes. The 2021 Notes Consent Solicitation is
being made solely by the 2021 Notes Consent Solicitation Statement
and the related consent form, which set forth the complete terms of
the 2021 Notes Consent Solicitation.
For a complete statement of the terms and conditions of the 2021
Notes Consent Solicitation and the proposed amendment to the
indenture with respect to the 2021 Notes, holders of the 2021 Notes
should refer to the 2021 Notes Consent Documents, which are being
sent to all holders of the 2021 Notes as of the Record Time.
J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are
serving as the solicitation agents in connection with the 2021
Notes Consent Solicitation. Questions concerning the terms of the
2021 Notes Consent Solicitation should be directed to J.P. Morgan
Securities LLC by calling (800) 245-8812 (U.S. toll-free) or (212)
270-1200 (collect) and Morgan Stanley & Co. LLC at (800)
624-1808 (U.S. toll free) or (212) 761-1057 (collect).
Global Bondholder Services Corporation is serving as the
information and tabulation agent in connection with the 2021 Notes
Consent Solicitation. Requests for assistance in completing and
delivering a 2021 Notes Consent Form or requests for additional
copies of the 2021 Notes Consent Solicitation Statement and the
related 2021 Notes Consent Form should be directed to Global
Bondholder Services Corporation, by calling (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.
The 2021 Notes Consent Solicitation is not being made to, and a
2021 Notes Consent Form will not be accepted from or on behalf of,
a holder in any jurisdiction in which the making of the 2021 Notes
Consent Solicitation or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In any jurisdiction
in which the securities laws or blue sky laws require the 2021
Notes Consent Solicitation to be made by a licensed broker or
dealer, the 2021 Notes Consent Solicitation will be deemed to be
made on behalf of the Company by J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC or one or more registered brokers or dealers
that are appropriately licensed under the laws of such
jurisdiction.
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 CorporationInvestor Contact:Lori Chaitman,
201-703-4161orMedia Contact:Ken Aurichio, 201-703-4164
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