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 4.875% senior notes due
2022 (the “Notes”), the early tender period in respect of the
tender offer expired at 5:00 p.m., New York City time, on September
28, 2021 (the “Early Tender Deadline”). As of the Early Tender
Deadline, $339,258,000 principal amount of the Notes, or 79.83% of
the principal amount outstanding, had been validly tendered and not
withdrawn. The settlement date for the Notes accepted for purchase
by the Company in connection with the Early Tender Deadline is
currently expected to be September 30, 2021.
The Company expects to determine the pricing terms of the tender
offer at 10:00 a.m., New York City time, on September 29, 2021. The
final offer period will expire at 11:59 p.m., New York City time,
on October 13, 2021, unless extended or earlier terminated (such
time and date, as the same may be extended, the “Expiration
Time”).
As the Company received consents from holders of greater than a
majority in aggregate principal amount of the outstanding Notes,
the Company, the guarantors thereto and Truist Bank (formerly known
as Branch Banking and Trust Company), as trustee (the “Trustee”),
have executed a supplemental indenture (the “Supplemental
Indenture”) to the indenture governing the Notes, which will be
filed with the Securities and Exchange Commission. The amendments
and modifications contained in the Supplemental Indenture eliminate
certain restrictive covenants and events of default contained in
the indenture. These changes will become operative concurrently
with the expected acceptance for payment on September 30, 2021 of
all Notes that were validly tendered (and not validly withdrawn) at
or prior to the Early Tender Deadline.
After the Expiration Time, the Company intends to notify the
Trustee that it will satisfy and discharge the Notes that remain
outstanding.
This press release is not an offer to purchase or a solicitation
of an offer to sell any securities, including the Notes. The tender
offer is only being made pursuant to the terms of the offer to
purchase and consent solicitation statement, dated September 15,
2021 (as it may be amended or supplemented from time to time, the
“Statement”).
The complete terms and conditions of the tender offer are set
forth in the Statement that has been sent to holders of the 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 Notes must make their own
decisions as to whether to tender their Notes and provide the
related consents, and if they decide to do so, the principal amount
of the Notes to tender.
Holders may obtain copies of the Statement from the Depositary
and Information Agent for the tender offer, Global Bondholder
Services Corporation, by phone at (866) 470-3900 (U.S. toll-free)
or (212) 430-3774 (banks and brokers) or by writing at
contact@gbsc-usa.com (email).
Citigroup Global Markets Inc. has been engaged to act as the
exclusive Dealer Manager and Solicitation Agent in connection with
the tender offer for and the consent solicitation with respect to
the Notes. Any questions regarding the terms of the tender offer
and the consent solicitation should be directed to Citigroup Global
Markets Inc. at (800) 558-3745 (U.S. toll free) or (212) 723-6106
(collect).
None of the Company, its affiliates, their respective board of
directors, the Dealer Manager and Solicitation Agent, the trustee
of the Notes, the Depositary Agent and Information Agent or any
other person makes any recommendation as to whether holders of
Notes should tender their Notes or provide the related consents,
and no one has been authorized to make such a recommendation.
About Sealed Air
Sealed Air (NYSE: SEE) is in business to protect, to solve
critical packaging challenges, and to make our world better than we
found it. Our packaging technology, solutions, and systems create a
safer, more resilient and less wasteful global food supply chain,
enable eCommerce, and protect goods transported worldwide.
Our globally recognized brands include CRYOVAC® brand food
packaging, SEALED AIR® brand protective packaging, AUTOBAG® brand
automated systems, BUBBLE WRAP® brand packaging, and SEE™
Automation solutions.
SEE’s Operating Model, along with industry-leading experts in
materials, engineering, technology, and science are driving our
innovative solution systems to be more sustainable, automated, and
digitally connected.
SEE is leading the packaging industry to create a more
environmentally, socially, and economically sustainable future and
has pledged to design or advance 100% of its packaging materials to
be recyclable or reusable by 2025, and a bolder goal to reach
net-zero carbon emissions in its global operations by 2040. The
company is also committed to a diverse workforce and inclusive
culture through its 2025 Diversity, Equity and Inclusion
pledge.
SEE generated $4.9 billion in sales in 2020 and has
approximately 16,500 employees who serve customers in 117
countries/territories. To learn more, visit sealedair.com.
Website Information
We routinely post important information for investors on our
website, sealedair.com, 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 or 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, 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, currency translation and devaluation effects, changes
in raw material pricing and availability, competitive conditions,
the success of new product offerings, consumer preferences, the
effects of animal and food-related health issues, the effects of
epidemics or pandemics, including the Coronavirus Disease 2019
(COVID-19), 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 2020 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 statement, whether written or oral, that
may be made from time to time, whether because of new information,
future developments or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20210929005519/en/
Investor Relations Lori Chaitman
lori.chaitman@sealedair.com 516.458.4455
Media Christina Griffin Christina.griffin@sealedair.com
704.430.5742
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