Sealed Air Corporation (“Sealed Air”) (NYSE: SEE) today
announced that the previously announced cash tender offer (the
“Tender Offer”) for any and all of its 4.500% senior notes due 2023
(the “Notes”) expired at 5:00 p.m. New York City time, on January
27, 2023 (the "Expiration Date"). According to information provided
by Global Bondholder Services Corporation, the Depositary and
Information Agent for the Tender Offer, €233,297,000 aggregate
principal amount of the Notes, or 58.32% of the aggregate principal
amount outstanding, were validly tendered at or prior to the
expiration of the Tender Offer and not validly withdrawn. No Notes
were tendered pursuant to the guaranteed delivery procedures
described in the Offer to Purchase, dated January 17, 2023 (the
“Offer to Purchase”). 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 Sealed Air 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 February 1, 2023, which is the expected
settlement date (the "Settlement Date") for the Tender Offer,
Sealed Air expects to pay for all Notes that have been validly
tendered and not validly withdrawn.
Holders of Notes accepted for purchase pursuant to the Tender
Offer will receive the previously announced total consideration of
€1,005.60 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. Sealed Air 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.
Sealed Air has retained Goldman Sachs & Co. 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: Goldman Sachs & Co. LLC at (800)
828-3182 (toll free) or (212) 902-5962 (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 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.
About SEE
Sealed Air (NYSE: SEE) is in business to protect, solve critical
packaging challenges, and 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 transported worldwide.
Our globally recognized brands include CRYOVAC® brand
food packaging, SEALED AIR® brand protective packaging,
AUTOBAG® brand automated systems, BUBBLE WRAP® brand
packaging, SEE Automation™ solutions and prismiq™
smart packaging and digital printing.
SEE serves customers in 114 countries/territories.
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, the expected consummation of the Liqui-Box
Acquisition, Liqui-Box’s expected future operating results,
expectations regarding the results of restructuring and other
programs, expectations regarding the results of business strategies
and transformations (including expected cost synergies following
the Liqui-Box 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, 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,
negative impacts related to the ongoing conflict between Russia and
Ukraine and related sanctions, export restrictions and other
counteractions thereto, 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 Note 18 to our
condensed consolidated financial statements included in Part I,
Item 1 of our Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2022), regulatory actions and legal matters,
and the other information referenced in Part I, Item 1A, “Risk
Factors” of our Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, and as revised and updated by our
Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 2022, June 30, 2022 and September 30, 2022, as filed with the
Securities and Exchange Commission, and as revised and updated by
our 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 as a result of new information, future developments or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20230127005462/en/
Investor Relations Brian Sullivan
Brian.c.sullivan@sealedair.com 704.503.8841 Media Christina
Griffin Christina.griffin@sealedair.com 704.430.5742
Sealed Air (NYSE:SEE)
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