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 8.375% Senior Notes due 2021 of the
Company, CUSIP Nos. 81211K AR1 and U81193 AJ0 (the “2021 Notes”),
on the terms and subject to the conditions set forth in the Offer
to Purchase, dated the date hereof (as the same may be amended or
supplemented from time to time, the “Offer to Purchase”), in the
related Letter of Transmittal (as the same may be amended or
supplemented from time to time, the “Letter of Transmittal”) and in
the related Notice of Guaranteed Delivery (as the same may be
amended or supplemented from time to time, the “Notice of
Guaranteed Delivery”). The tender offer is referred to herein as
the “Offer.” The Offer to Purchase, the Letter of Transmittal and
the Notice of Guaranteed Delivery are referred to herein
collectively as the “Offer Documents.”
The total consideration for each $1,000 principal amount of 2021
Notes purchased pursuant to the Offer will be $1,132.51 (the “Total
Consideration”). Holders must validly tender (and not validly
withdraw) their 2021 Notes at or before the Expiration Time (as
defined below) in order to be eligible to receive the Total
Consideration. In addition, holders whose 2021 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 2021 Notes. We expect the Payment Date (as defined in
the Offer to Purchase) to occur on June 16, 2015.
The Offer will expire at 5:00 p.m., New York City time, on June
12, 2015 (such time and date, as it may be extended, the
“Expiration Time”), unless earlier terminated by the Company. The
2021 Notes tendered may be withdrawn before the earlier of (i) the
Expiration Time, and (ii) if the Offer is extended, the 10th
business day after commencement of the Offer, by following the
procedures described in the Offer to Purchase.
The Company’s obligation to accept for purchase and to pay for
the 2021 Notes validly tendered and not withdrawn pursuant to the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 aggregate proceeds (before initial purchasers’
discounts, fees and other offer expenses) of at least $750 million
from an offering of new senior dollar and euro-denominated notes,
on terms satisfactory to the Company. The complete terms and
conditions of the Offer are set forth in the Offer Documents, which
are being sent to holders of the 2021 Notes. Holders of the 2021
Notes are urged to read the Offer Documents carefully.
Copies of the Offer to Purchase, the Letter of Transmittal and
the Notice of Guaranteed Delivery are available at the following
web address: http://www.gbsc-usa.com/sealedair/.
Morgan Stanley & Co. LLC and BNP Paribas Securities Corp.
have been engaged to act as the dealer managers in connection with
the Offer. Merrill Lynch, Pierce, Fenner & Smith Incorporated
has been engaged to act as co-dealer manager in connection with the
Offer. Any questions regarding the terms of the Offer should be
directed to Morgan Stanley & Co. LLC at (800) 624-1808 (U.S.
toll free) or (212) 761-1057 (collect) or BNP Paribas Securities
Corp. at (888) 210-4358 (U.S. toll free) or (212) 841-3059
(collect).
Global Bondholder Services Corporation is serving as the
depositary and information agent in connection with the Offer. Any
questions regarding procedures for tendering 2021 Notes 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 is 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 2021 Notes
or any other securities of the Company or any other person, nor
shall there be any offer or sale of any 2021 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.
No recommendation is made as to whether holders of the 2021 Notes
should tender their 2021 Notes.
Business
Sealed Air creates a world that feels, tastes and works better.
In 2014, the Company generated revenue of approximately $7.8
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 24,000 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
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
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 cash tax benefits associated with the Settlement
agreement (as defined in our 2014 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, 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 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/20150608005656/en/
Sealed Air CorporationInvestor:Lori Chaitman,
201-703-4161orMedia:Ken Aurichio, 201-703-4164
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