Sealed Air Corporation (“SEE”) (NYSE: SEE) today announced that
its previously announced cash tender offer (the “Tender Offer”) for
any and all of its 5.125% senior notes due 2024 (the “Notes”)
expired at 5:00 p.m. New York City time, on November 15, 2023 (the
“Expiration Date”). According to information provided by Global
Bondholder Services Corporation, the Depositary and Information
Agent for the Tender Offer, $202,549,000 aggregate principal amount
of the Notes, or 47.66% of the aggregate principal amount
outstanding, were validly tendered at or prior to the expiration of
the Tender Offer and not validly withdrawn. In addition, $872,000
aggregate principal amount of the Notes were tendered pursuant to
the guaranteed delivery procedures described in the Offer to
Purchase, dated November 8, 2023 (the “Offer to Purchase”) and
remain subject to the applicable delivery requirements under such
procedures. The Tender Offer was made pursuant to the Offer to
Purchase and the related Notice of Guaranteed Delivery (together
with the Offer to Purchase, the “Offer Documents”). The obligation
of SEE to accept the Notes tendered and to pay the consideration
for the Notes is subject to satisfaction or waiver of certain
conditions, which are more fully described in the Offer to
Purchase. On November 20, 2023, which is the expected settlement
date (the “Settlement Date”) for the Tender Offer, SEE expects to
pay for all Notes that have been validly tendered and not validly
withdrawn.
Title of Security
CUSIP Number/ISIN
Principal Amount Outstanding(1)
Principal Amount Tendered (Excluding
Guaranteed Delivery)
Principal Amount Reflected in Notices
of Guaranteed Delivery
5.125% Senior
Notes due 2024
81211KAW0/ US81211KAW09 (Rule
144A), U81193 AN1 / USU81193AN11 (Regulation S)
$425,000,000
$202,549,000
$872,000
(1) Immediately prior to the commencement
of the Tender Offer
Holders of Notes accepted for purchase pursuant to the Tender
Offer will receive the previously announced total consideration of
$992.97 for each $1,000 principal amount of the Notes plus accrued
and unpaid interest on Notes purchased up to, but not including,
the Settlement Date. SEE intends to satisfy and discharge any
outstanding Notes that are not tendered in the Tender Offer upon
the terms and conditions set forth in the indenture governing the
Notes.
SEE has retained BofA Securities, Inc. to act as exclusive
Dealer Manager. Global Bondholder Services Corporation has been
retained to serve as both the depositary and the information agent
(the “Depositary and Information Agent”) for the Tender Offer. For
additional information regarding the terms of the Tender Offer,
please contact: BofA Securities, Inc. at (888) 292-0070 (toll free)
or (980) 683-5454 (collect). Requests for copies of the Offer to
Purchase and other related materials should be directed to Global
Bondholder Services Corporation at contact@gbsc-usa.com (email),
1-855-654-2014 (U.S. Toll Free), 1-212-430-3774 (Banks and
Brokers).
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell with
respect to any Notes nor is this announcement an offer to sell or a
solicitation of an offer to purchase new debt securities. The
Tender Offer was made solely pursuant to the Offer Documents, which
set forth the complete terms and conditions of the Tender Offer.
The Tender Offer is not being made to, nor will SEE accept tenders
of Notes from, holders in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
About SEE
SEE (NYSE: SEE) is in business to protect, to solve critical
packaging challenges, and to make our world better than we find it.
Our automated packaging solutions promote a safer, more resilient,
and less wasteful global food, fluids and liquids supply chain,
enable e-commerce, and protect goods in transit from damage.
The company, under its former trade name, Sealed Air, announced
its new SEE corporate brand and logo in May 2023.
Our globally recognized solution brands include CRYOVAC®
food packaging, LIQUIBOX® fluids and liquids systems,
SEALED AIR® protective packaging, AUTOBAG® automated
packaging systems, BUBBLE WRAP® packaging, SEE
Automation™ and prismiq™ digital packaging and
printing.
Our partnership with customers creates value through
sustainable, automated, and digital packaging solutions, leveraging
our industry-leading expertise in materials, automation systems,
engineering and technology.
SEE has approximately 17,300 employees (including Liquibox
employees) who serve customers in 120 countries/territories.
Website Information
We routinely post important information for investors on our
website 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 and 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, expectations regarding future impacts resulting from the
Liquibox acquisition, 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, including recessionary and inflationary pressures,
currency translation and devaluation effects, changes in raw
material pricing and availability, competitive conditions, the
success of new product offerings, failure to realize synergies and
other financial benefits from the acquisition of Liquibox within
the expected time frames, greater than expected costs or
difficulties related to the integration of Liquibox, consumer
preferences, the effects of animal and food-related health issues,
the effects of epidemics or pandemics, including the Coronavirus
Disease 2019, negative impacts related to the ongoing conflict
between Russia and Ukraine and related sanctions, export
restrictions and other counteractions thereto, uncertainties
relating to existing or potential increased hostilities in the
Middle East, 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 2022 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 statements, 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: https://www.businesswire.com/news/home/20231115937341/en/
Investor Relations Brian Sullivan
Brian.c.sullivan@sealedair.com 704.503.8841 Louise Lagache
Louise.lagache@sealedair.com Media Christina Griffin
Christina.griffin@sealedair.com 704.430.5742
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