Sealed Air Announces Expiration of Consent Solicitation with Respect to 8.375% Senior Notes Due 2021
01 December 2014 - 11:30PM
Business Wire
Sealed Air Corporation (“Sealed Air” or the “Company”) (NYSE:
SEE) today announced that the previously announced consent
solicitation (the “Solicitation”) with respect to its 8.375% senior
notes due 2021 (the “2021 Notes”) expired at 5:00 p.m., Eastern
time, on Friday, November 28, 2014 (the “Expiration”). The Company
announced that it does not intend to extend the expiration
date.
In response to demands for an increase in the consent fee from
certain holders of the 2021 Notes, the Company evaluated the
incremental value that the Company and its shareholders would
receive from the consent and concluded that the payment of an
additional consent fee was not in the best interest of the Company
and its shareholders. The proposed amendment to the indenture with
respect to the 2021 Notes, if adopted, would have provided the
Company with additional flexibility to repurchase shares of its
outstanding common stock, increase the rate of quarterly cash
dividends per share, or both. While the Company did not receive the
necessary consents to proceed with such proposed amendment, the
Expiration does not affect the Company’s ability to continue its
share repurchase program and payment of dividends. As of October
29, 2014, the Company had available capacity in excess of the
current dividend to purchase up to approximately $40 million of
shares over the remainder of 2014, which may be carried over to
2015 if not utilized, and $80 million in 2015. Jerome Peribere, the
Company’s President and Chief Executive Officer, stated, “While we
are disappointed that we were not granted the consent, we are on
track to achieve our 2014-2016 free cash flow objectives, and
during that period we will be well-positioned to return cash to
shareholders as permitted by our restricted payments covenant while
staying committed to our target leverage ratio of 3.5 - 4.0x
Adjusted EBITDA.”
Business
Sealed Air creates a world that feels, tastes and works better.
In 2013, Sealed Air generated revenue of approximately $7.7 billion
by helping our customers achieve their sustainability goals in the
face of today’s biggest social and environmental challenges. Our
portfolio of widely recognized brands, including Cryovac® brand
food packaging solutions, Bubble Wrap® brand cushioning and
Diversey® cleaning and hygiene solutions, ensures a safer and less
wasteful food supply chain, protects valuable goods shipped around
the world and improves health through clean environments. Sealed
Air has approximately 25,000 employees who serve customers in 175
countries. To learn more, visit www.sealedair.com. Information on
Sealed Air’s website is not incorporated into, and does not form a
part of, this press release.
Website Information
We routinely post important information for investors on our
website, www.sealedair.com, in the “Investor Relations”
section. We use this website as a means of disclosing material,
non-public information and for complying with our disclosure
obligations under SEC Regulation FD. Accordingly, investors should
monitor the Investor Relations 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
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 Sealed Air, which are
based upon management’s current expectations and are subject to
uncertainties, many of which are outside Sealed Air’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. Information on Sealed Air’s website is not
incorporated into, and does not form a part of, this press release.
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.
Sealed Air CorporationInvestor:Lori Chaitman,
201-703-4161orMedia:Ken Aurichio, 201-703-4164
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