Sealed Air Corporation : Sealed Air Commences Offer for 7.875% Senior Notes
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
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
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.
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.
Assistant Treasurer and Interim Director of Investor Relations
This announcement is distributed by Thomson Reuters on behalf of Thomson
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
information contained therein.
Source: Sealed Air Corporation via Thomson Reuters ONE
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