Sealed Air Corporation : Sealed Air Announces Results and Settlement of Early
Tender for 7.875% Senior Notes Due 2017
ELMWOOD PARK, N.J., Thursday, March 21, 2013 - Sealed Air Corporation ("Sealed
Air" or the "Company") (NYSE: SEE) today announced that, in connection with
the previously announced cash tender offer and consent solicitation by the
Company to purchase for cash any and all of its 7.875% Senior Notes due 2017
(the "Existing Notes"), the early tender period in respect of the tender offer
expired at 5:00 p.m., New York City time, on March 20, 2013 (the "Consent
Payment Deadline"). As of the Consent Payment Deadline, $324.167 million
principal amount of Existing Notes, or 81.04% of the principal amount
outstanding, had been validly tendered and not withdrawn. Those holders who
validly tendered their Existing Notes prior to the Consent Payment Deadline
received on March 21, 2013 the total consideration of $1,056.25 per $1,000
principal amount of the Existing Notes, which included a consent payment of
$30.00 per $1,000 principal amount of the Existing Notes, plus any accrued and
unpaid interest on the Existing Notes up to, but not including, the payment
date. The withdrawal rights for the early tender of Existing Notes and
corresponding consents in the tender offer expired as of 5:00 p.m., New York
City time, on March 20, 2013.
The final offer period will expire at 11:59 p.m., New York City time, on April
3, 2013, unless extended (such time and date, as the same may be extended, the
"Expiration Time"). Holders who tender their Existing Notes after the Consent
Payment Deadline and on or prior to the Expiration Time will be eligible to
receive only the tender offer consideration of $1,026.25 per $1,000 principal
amount of Existing Notes tendered plus accrued and unpaid interest to the
payment date, but not the consent payment.
As the Company received consents from holders of greater than a majority in
aggregate principal amount of the outstanding Existing Notes, the Company, the
guarantors thereto and U.S. Bank National Association, as trustee (the
"Trustee"), have executed a supplemental indenture (the "Supplemental
Indenture") to the indenture governing the Existing Notes, which will be filed
with the Securities and Exchange Commission at a later date. The amendments
and modifications contained in the Supplemental Indenture eliminate certain
restrictive covenants contained in the indenture. These changes became
operative concurrently with the acceptance for payment on March 21, 2013 of
all Existing Notes that were validly tendered (and not validly withdrawn) at
or prior to the Consent Payment Deadline.
This press release is not an offer to purchase or a solicitation of an offer
to sell any securities, including the Existing Notes. The tender offer is only
being made pursuant to the terms of the offer to purchase and consent
solicitation statement, dated March 7, 2013 (as it may be amended or
supplemented from time to time, the "Statement"), and related letter of
transmittal (the "Letter of Transmittal").
The complete terms and conditions of the tender offer are set forth in the
Statement that has been sent to holders of the Existing Notes. Holders are
urged to read the tender offer documents carefully before making any decision
with respect to the tender offer and consent solicitation. Holders of Existing
Notes must make their own decisions as to whether to tender their Existing
Notes and provide the related consents, and if they decide to do so, the
principal amount of the Existing Notes to tender.
Holders may obtain copies of the Statement and the related Letter of
Transmittal from the Information Agent and Depositary for the tender offer,
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.
BofA Merrill Lynch has been engaged to act as the exclusive Dealer Manager and
Solicitation Agent in connection with the tender offer and the consent
solicitation. Any questions regarding the terms of the tender 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).
None of the Company, the Dealer Manager and Solicitation Agent, the
Information Agent and Depositary or any other person makes any recommendation
as to whether holders of Existing Notes should tender their Existing Notes or
provide the related consents, and no one has been authorized to make such a
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, 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
Press spacebar to pause and continue. Press esc to stop.