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Sealed Air Corporation : Sealed Air Commences Offer for 7.875% Senior Notes Due 2017



 Sealed Air Corporation : Sealed Air Commences Offer for 7.875% Senior Notes
                                   Due 2017

ELMWOOD PARK, N.J., Thursday, March 7, 2013 - Sealed Air Corporation  ("Sealed 
Air" or the  "Company") (NYSE: SEE)  today announced that  it has commenced  a 
cash tender offer to purchase any and  all of the outstanding $400 million  in 
aggregate principal amount  of 7.875% Senior  Notes due 2017  of the  Company, 
CUSIP No. 81211KAP5 (the "Notes"), on the terms and subject to the  conditions 
set forth in the Offer to  Purchase and Consent Solicitation Statement,  dated 
the date hereof (as it may be  amended or supplemented from time to time,  the 
"Statement"), and in  the related Letter  of Transmittal and  Consent (as  the 
same may  be  amended  or supplemented  from  time  to time,  the  "Letter  of 
Transmittal"). The tender  offer is  referred to  herein as  the "Offer."  The 
Statement and Letter of Transmittal are referred to herein collectively as the
"Offer Documents."

The total consideration for  each $1,000 principal  amount of Notes  purchased 
pursuant to the Offer will be $1,056.25. The total consideration for the Notes
includes a payment of $30.00 per $1,000 principal amount of Notes payable only
in respect of Notes tendered with Consents (as defined below) at or before the
Consent Payment Deadline (as defined  below). Holders validly tendering  Notes 
after the Consent Payment  Deadline but at or  before the Expiration Time  (as 
defined below) will be eligible to receive only the tender offer consideration
of $1,026.25 per $1,000 principal amount of Notes. In addition, holders  whose 
Notes are purchased in the Offer  will receive accrued and unpaid interest  in 
respect of their purchased Notes from  the last interest payment date to,  but 
not including, the applicable payment date for the Notes. We expect the  Early 
Payment Date (as defined in the Statement) to occur on March 21, 2013.

In conjunction with the Offer, and on the terms and subject to the  conditions 
set forth in the  Offer Documents, the Company  is soliciting with respect  to 
the Notes (the "Consent Solicitation") consents ("Consents") of holders of the
Notes to eliminate certain of the restrictive covenants in the indenture.

The consent payment deadline is  5:00 p.m., New York  City time, on March  20, 
2013 (such  time  and  date, as  it  may  be extended,  the  "Consent  Payment 
Deadline"), and the Offer will  expire at 11:59 p.m.,  New York City time,  on 
April 3, 2013  (such time and  date, as  it may be  extended, the  "Expiration 
Time"), in each case unless earlier terminated by the Company. Notes  tendered 
may be withdrawn and  the related Consents  revoked at any  time at or  before 
5:00 p.m., New York City time, on  March 20, 2013, unless extended or  earlier 
terminated, but not thereafter.

The Company's obligation to accept for  purchase and to pay for Notes  validly 
tendered  and  not  withdrawn  pursuant  to  the  Offer  is  subject  to   the 
satisfaction or waiver,  in the Company's  discretion, of certain  conditions, 
which are more fully described in the Statement, including, among others,  the 
Company's receipt  of  consents of  the  holders of  at  least a  majority  in 
principal amount of the outstanding Notes  to the proposed amendments and  the 
Company's receipt of aggregate proceeds (before initial purchasers' discounts,
fees and other offer expenses)  of at least $400  million from an offering  of 
new senior notes, on terms satisfactory to the Company. The complete terms and
conditions of the  Offer and  the Consent Solicitation  are set  forth in  the 
Offer Documents, which are  being sent to holders  of Notes. Holders of  Notes 
are urged to read the Offer Documents carefully.

BofA Merrill Lynch has been engaged to act as the exclusive dealer manager and
solicitation agent in connection with the Offer and the Consent  Solicitation. 
Any questions regarding the  terms of the Offer  and the Consent  Solicitation 
should be directed to BofA Merrill Lynch at (888) 292-0070 (U.S. toll free) or
(980) 387-3907  (collect). Any  questions regarding  procedures for  tendering 
Notes and delivering  Consents or  any request  for additional  copies of  the 
Offer Documents should be directed  to Global Bondholder Services  Corporation 
by phone at (866) 387-1500  or (212) 430-3774 or in  writing at 65 Broadway  - 
Suite 404, New York, NY 10006.

The Offer and the Consent Solicitation are  being made solely by means of  the 
Offer Documents. Under no circumstances shall this press release constitute an
offer to purchase or  the solicitation of  an offer to sell  the Notes or  any 
other securities of the Company  or any other person,  nor shall there be  any 
offer or sale of any Notes or other securities in any state or jurisdiction in
which such  an  offer,  solicitation,  or sale  would  be  unlawful  prior  to 
registration  or  qualification  under  the   securities  laws  of  any   such 
jurisdiction. This press release also is not a solicitation of Consents to the
proposed amendments to the indenture and the Notes. No recommendation is  made 
as to whether holders  of the Notes  should tender their  Notes or give  their 
Consents.

Business

Sealed Air is a  global leader in food  safety and security, facility  hygiene 
and product protection. With  widely recognized and  inventive brands such  as 
Bubble Wrap^® brand cushioning, Cryovac^®  brand food packaging solutions  and 
Diversey^TM brand cleaning and hygiene solutions, Sealed Air offers  efficient 
and sustainable solutions  that create business  value for customers,  enhance 
the quality  of  life  for  consumers and  provide  a  cleaner  and  healthier 
environment  for  future   generations.  Sealed  Air   generated  revenue   of 
approximately $7.6 billion in 2012, and has approximately 25,000 employees who
serve customers in 175 countries.

Forward-Looking Statements

Company statements in this press  release may be "forward-looking  statements" 
within the meaning  of the Private  Securities Litigation Reform  Act of  1995 
concerning our  business,  consolidated  financial condition  and  results  of 
operations. These statements  include comments  as to future  events that  may 
affect the Company, which are based upon management's current expectations and
are subject to uncertainties, many of which are outside the Company's control.
Forward-looking statements can be identified  by such words as  "anticipates," 
"expects,"  "believes,"  "plan,"  "could,"  "estimate,"  "will"  and   similar 
expressions.  A  variety  of  factors  may  cause  actual  results  to  differ 
materially from these expectations, including:  economic conditions  affecting 
packaging utilization;  changes in  raw material  costs; currency  translation 
effects; and  legal proceedings.  For more  extensive information,  see  "Risk 
Factors" and "Cautionary Notice  Regarding Forward-Looking Statements,"  which 
appear in our most recent  Annual Report on Form 10-K,  as may be revised  and 
updated from time to time  by our Quarterly Reports  on Form 10-Q and  Current 
Reports on Form  8-K, as filed  with the Securities  and Exchange  Commission. 
These reports  are  available  on the  Securities  and  Exchange  Commission's 
website  at   www.sec.gov   or   our   Investor   Relations   home   page   at 
http://ir.sealedair.com. Sealed  Air  does  not undertake  any  obligation  to 
publicly  update   any  forward-looking   statement  to   reflect  events   or 
circumstances after the date on which any such statement is made or to reflect
the occurrence of unanticipated events.

Contact

Bill Thomas
Assistant Treasurer and Interim Director of Investor Relations
201-703-4136
Investor.relations@sealedair.com

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This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Sealed Air Corporation via Thomson Reuters ONE
HUG#1683580
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