Sealed Air Corporation ("Sealed Air") (NYSE: SEE) today
announced that it has commenced a cash tender offer (the “Tender
Offer”) for any and all of its outstanding 4.875% Senior Notes due
2022 (the “Notes”).
In connection with the Tender Offer, Sealed Air is also
soliciting consents (the “Consents”) from holders of the Notes (the
"Consent Solicitation") for proposed amendments to the indenture
governing the Notes to eliminate certain restrictive covenants and
certain events of default with respect to the Notes (the "Proposed
Amendments"). The terms and conditions of the Tender Offer and
Consent Solicitation are described in an Offer to Purchase and
Consent Solicitation Statement, dated September 15, 2021 (the
“Offer to Purchase”). The following table summarizes the material
pricing terms of the Tender Offer.
Title of Notes
CUSIP/ISIN
Outstanding Principal Amount
UST Reference Security
Bloomberg Reference Page(1)
Fixed Spread (bps)
Early Tender Payment(2)(3)
Hypothetical Total Consideration
(2)(4)
4.875% Senior Notes due December 1,
2022
CUSIP: 81211K AV2 (144A) and U81193 AM3
(Reg S)
ISIN: US81211KAV26 (144A) and USU81193AM38
(Reg S)
US$425,000,000
0.125% due August 31, 2022
FIT3
+50
$30.00
$1,039.29
(1)
The page on Bloomberg from which the Dealer Manager (as defined
below) will quote the bid side price of the U.S. Treasury Security.
In the table above “UST” denotes a U.S. Treasury Security.
(2)
Per $1,000 principal amount of Notes tendered and accepted for
purchase.
(3)
Included in the Total Consideration for Notes tendered and accepted
for purchase on or prior to the Early Tender Deadline.
(4)
Based upon a hypothetical reference yield determined as of 10:00
a.m., New York City time, on September 14, 2021. Assumes an Early
Settlement Date (as defined below) of September 30, 2021 for the
Notes and does not include accrued and unpaid interest from the
last date on which interest has been paid to, but excluding, the
Early Settlement Date, that will be paid on the Notes accepted for
purchase. The reference yield used to determine actual
consideration for the Notes is expected to be determined on
September 29, 2021.
The Tender Offer and Consent Solicitation will expire at 11:59
p.m., New York City time, on October 13, 2021, unless extended or
earlier terminated by Sealed Air (the “Expiration Time”). No
tenders submitted after the Expiration Time will be valid. Subject
to the terms and conditions of the Tender Offer, holders of Notes
that are validly tendered (and not validly withdrawn) on or prior
to 5:00 p.m., New York City time, on September 28, 2021 (such date
and time, as it may be extended, the “Early Tender Deadline”) and
accepted for purchase pursuant to the Tender Offer will be eligible
to receive the Total Consideration (as defined below), which
includes the Early Tender Payment set forth in the table above.
Holders of Notes tendering their Notes after the Early Tender
Deadline and on or prior to the Expiration Time will only be
eligible to receive the Tender Offer Consideration, which is the
Total Consideration less the Early Tender Payment.
In addition, holders of all Notes validly tendered and accepted
for purchase pursuant to the Tender Offer will receive accrued and
unpaid interest on such Notes from the last interest payment date
with respect to such Notes to, but excluding, the applicable
Settlement Date (as defined below).
The Total Consideration payable by Sealed Air for the Notes (the
“Total Consideration”) will be a price per $1,000 principal amount
intended to result in a yield to maturity equal to the yield to
maturity of the U.S. Treasury reference securities specified in the
table above, as determined at 10:00 a.m., New York City time, on
September 29, 2021 (unless otherwise extended by us as described in
the Offer to Purchase), plus the fixed spread specified in the
table above, calculated in accordance with the Offer to
Purchase.
The settlement date for the Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date and accepted
for purchase is expected to be September 30, 2021, the second
business day after the Early Tender Deadline (the “Early Settlement
Date”). The settlement date for the Notes validly tendered after
the Early Tender Deadline but at or prior to the Expiration Time
and accepted for purchase is expected to be October 15, 2021, the
business day after the Expiration Time (the “Final Settlement
Date,” and along with the Early Settlement Date, each a “Settlement
Date”).
In order for the Proposed Amendments to be adopted with respect
to the Notes, Consents must be received in respect of at least a
majority in aggregate principal amount of the outstanding Notes
(the “Requisite Consents”). Assuming receipt of the Requisite
Consents, Sealed Air expects to execute and deliver a supplemental
indenture to the indenture governing the Notes. Such supplemental
indenture will become effective upon execution, but will provide
that the Proposed Amendments will not become operative until Sealed
Air accepts for purchase the Notes satisfying the Requisite
Consents in the Tender Offer.
Any Notes validly tendered and related Consents validly
delivered may be withdrawn or revoked from the Tender Offer and the
Consent Solicitation on or prior to the Early Tender Deadline. Any
Notes validly tendered and related Consents validly delivered on or
prior to the Early Tender Deadline that are not validly withdrawn
or validly revoked prior to the Early Tender Deadline may not be
withdrawn or revoked thereafter, except as required by law. In
addition, any Notes validly tendered and related consents validly
delivered after the Early Tender Deadline may not be withdrawn or
revoked, except as required by law.
Assuming the execution and delivery of the supplemental
indenture, we currently intend, in accordance with the terms and
conditions of the indenture governing the Notes, as may be amended
as a result of the Proposed Amendments, to satisfy and discharge
any outstanding Notes that are not tendered in the Tender Offer.
However, no assurance can be given that such Notes will be
satisfied and discharged as contemplated or at all, and the Tender
Offer is not conditioned on any such satisfaction and discharge of
any such Notes. Nothing contained in the Offer to Purchase will
prevent the Company from exercising its rights to redeem, defease
or satisfy or otherwise discharge its obligations with respect to
all or a portion of Notes by depositing cash or securities with the
trustee in accordance with the indenture governing the Notes.
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 and Consent Solicitation is being made solely pursuant
to the Offer to Purchase, which set forth the complete terms and
conditions of the Tender Offer and Consent Solicitation. The Tender
Offer and Consent Solicitation is not being made to, nor will
Sealed Air 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.
Sealed Air has retained Citigroup Global Markets Inc. to act as
exclusive Dealer Manager and Solicitation Agent. 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 and Consent Solicitation.
For additional information regarding the terms of the Tender Offer
and Consent Solicitation, please contact: Citigroup Global Markets
Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (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), 1-866-470-3900 (U.S.
Toll Free), 1-212-430-3774 (Banks and Brokers).
None of Sealed Air, its affiliates, their respective board of
directors, the Dealer Manager and Solicitation Agent, 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 and Consent Solicitation. Holders must make their own
decisions as to whether to tender their Notes and, if so, the
principal amount of Notes to tender.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210915005684/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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