CHARLOTTE, N.C.,
Nov. 20,
2023 /PRNewswire/ -- Sealed Air Corporation ("SEE")
(NYSE: SEE) today announced, together with Sealed Air Corporation
(US) (together with SEE, the "Issuers"), the closing of their
previously announced offering of $425
million aggregate principal amount of 7.250% senior notes
due 2031 (the "Notes"). The Notes were sold to investors at 100.0%
of their aggregate principal amount. The Notes are jointly and
severally, and irrevocably and unconditionally, guaranteed on a
senior unsecured basis by each of SEE's existing and future wholly
owned domestic subsidiaries that guarantee its senior secured
credit facilities, subject to release under certain circumstances,
although, for purposes of this offering, Sealed Air Corporation
(US) is a co-issuer and not a guarantor.
SEE is using the net proceeds from the offering of the Notes,
(i) to repurchase any or all of SEE's outstanding 5.125% senior
notes due 2024 (the "2024 Notes") pursuant to SEE's previously
announced tender offer and to pay related premiums, fees and
expenses in connection therewith, and (ii) to the extent of any
remaining proceeds after giving effect to the foregoing
transaction, for general corporate purposes. The tender offer is
conditioned upon, among other things, the completion of the
offering of the Notes; however, the closing of the offering of the
Notes is not conditioned on the consummation of the tender offer.
If SEE purchases less than the full aggregate principal amount of
the outstanding 2024 Notes, SEE intends to satisfy and discharge
any remaining 2024 Notes in accordance with the terms of the
indenture governing the 2024 Notes. This announcement does not
constitute an offer to purchase the 2024 Notes or a notice of
satisfaction and discharge with respect to the 2024 Notes.
The Notes and related guarantees have been offered only to
qualified institutional buyers under Rule 144A of the Securities
Act of 1933, as amended (the "Securities Act"), and to non-U.S.
persons in transactions outside the
United States under Regulation S of the Securities Act. The
Notes have not been registered under the Securities Act, and,
unless so registered, may not be offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor has there been any sale of the
Notes, in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any 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.
Company Contacts
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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