CHARLOTTE, N.C.,
June 24,
2024 /PRNewswire/ -- Sealed Air Corporation ("SEE")
(NYSE: SEE) today announced the total consideration (the "Total
Consideration") relating to its previously announced cash tender
offer (the "Tender Offer") for any and all of its 5.500% Senior
Notes due 2025 (the "Notes") is $998.77 for each $1,000 principal amount of the Notes validly
tendered and not validly withdrawn and accepted for purchase
pursuant to the Tender Offer. The Total Consideration was
determined in the manner described in the Offer to Purchase, dated
June 17, 2024 (the "Offer to
Purchase"), by reference to a fixed spread of 50 basis points plus
the yield to maturity of 5.133% based on the bid-side price of the
reference security (2.875% due June 15,
2025), as quoted on
the Bloomberg Bond Trader PX3 page
as of 2:00 p.m., New York
City time, today. In addition to the Total Consideration,
SEE will also pay accrued and unpaid interest on Notes purchased up
to, but not including, June 28, 2024,
which is the expected settlement date (the "Settlement Date") of
the Tender Offer. For the avoidance of doubt, accrued interest will
cease to accrue on the Settlement Date for all Notes accepted for
purchase in the Tender Offer, including Notes tendered pursuant to
the guaranteed delivery procedures described in the Offer to
Purchase. The Tender Offer is being made pursuant to the Offer to
Purchase and the related Notice of Guaranteed Delivery (together
with the Offer to Purchase, the "Offer Documents").
Title of
Security
|
CUSIP
Number/ISIN
|
Principal
Amount Outstanding
|
U.S.
Treasury Reference
Security
|
Reference
Yield
|
Bloomberg
Reference Page
|
Fixed
Spread
|
Total
Consideration(1)
|
5.500%
Senior Notes due
2025
|
81211KAX8/ US1211KAX81 (Rule 144A), U81193 AP6 / USU81193AP68
(Regulation S)
|
$400,000,000
|
2.875% due
June 15, 2025
|
5.133 %
|
PX3
|
50 bps
|
$998.77
|
(1) Price per $1,000 of
principal amount of Notes tendered
|
The Tender Offer will expire today at 5:00 p.m.,
New York City time, unless
extended or earlier terminated by SEE.
SEE has retained J.P. Morgan Securities LLC 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: J.P. Morgan Securities LLC at (866)
834-4666 (toll free) or (212) 834-3554
(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).
Copies of the Offer to Purchase and Notice of Guaranteed
Delivery are available at the following web address:
https://www.gbsc-usa.com/sealedair/.
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 is being 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. This press
release does not constitute a notice of satisfaction and discharge
with respect to the Notes.
None of SEE, its affiliates, their respective board of
directors, the Dealer Manager, the trustee of the Notes or the
Depositary and Information Agent makes any recommendation to any
holder of Notes in connection with the Tender Offer. Holders must
make their own decisions as to whether to tender their Notes and,
if so, the principal amount of Notes to tender.
About SEE
Sealed Air Corporation (NYSE: SEE), is a leading global provider
of packaging solutions that integrate sustainable, high-performance
materials, automation, equipment and services. SEE designs,
manufactures and delivers packaging solutions that preserve food,
protect goods and automate packaging processes. We deliver our
packaging solutions to an array of end markets including fresh
proteins, foods, fluids and liquids, medical and life science,
e-commerce retail, logistics and omnichannel fulfillment
operations, and industrials. Our globally recognized solution
brands include CRYOVAC® brand food
packaging, LIQUIBOX® brand liquids
systems, SEALED AIR® brand protective
packaging, AUTOBAG® brand automated
packaging systems, and BUBBLE
WRAP® brand packaging. In 2023, SEE generated
$5.5 billion in sales and has
approximately 17,000 employees who serve customers in
115 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 of acquisitions, 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 acquisitions within the expected time
frames, greater than expected costs or difficulties related to
acquisition integrations, consumer preferences, the effects of
animal and food-related health issues, the effects of epidemics or
pandemics, 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, 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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