Sealed Air Corporation ("Sealed Air") (NYSE: SEE) today
announced that it has commenced a cash tender offer (the “Tender
Offer”) for any and all of its outstanding 6.50% Senior Notes due
2020 (the “Notes”). A comprehensive description of the terms of the
Tender Offer is included in Sealed Air’s Offer to Purchase, dated
November 12, 2019 (the “Offer to Purchase”), and the related Notice
of Guaranteed Delivery (the “Notice of Guaranteed Delivery” and,
together with the Offer to Purchase, the “Offer Documents”).
The Tender Offer is summarized in the table below and is being
made upon, and is subject to, the terms and conditions set forth in
the Offer Documents. The Tender Offer will expire at 5:00 p.m., New
York City time, on November 21, 2019, unless extended or earlier
terminated by Sealed Air (the “Expiration Date”). Tenders of Notes
may be withdrawn any time at or prior to 5:00 p.m., New York City
time, on November 21, 2019, by following the procedures described
in the Offer to Purchase.
Security (CUSIP/ISIN No.)
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed
Spread
6.50% notes due 2020 (81211K AS9/
US81211KAS96 (Rule 144A), U81193 AH4 / USU81193AH43 (Regulation
S))
$425,000,000
1.375% UST due 08/31/2020
FIT3
50 bps
The consideration (the “Total Consideration”) offered for each
$1,000 principal amount of the Notes validly tendered and not
validly withdrawn and accepted for purchase pursuant to the Tender
Offer will be determined in the manner described in the Offer to
Purchase by reference to the fixed spread for the Notes specified
in the table above plus the yield to maturity based on the bid-side
price of the U.S. Treasury Reference Security specified in the
table above, as quoted on the Bloomberg Bond Trader FIT3 page as of
2:00 p.m., New York City time, on November 21, 2019, unless
extended or earlier terminated by Sealed Air. In addition to the
Total Consideration, Sealed Air will also pay accrued and unpaid
interest on Notes purchased up to, but not including, the
settlement date. The settlement date for Notes validly tendered and
not validly withdrawn and accepted for purchase and delivered at or
prior to the Expiration Date or delivered pursuant to the
guaranteed delivery procedures described in the Offer to Purchase
is expected to be November 26, 2019 (the "Settlement Date").
Holders must validly tender (and not validly withdraw) their
Notes at or prior to the Expiration Date, or deliver a properly
completed and duly executed Notice of Guaranteed Delivery for their
Notes at or prior to the Expiration Date, and tender their Notes at
or prior to the Guaranteed Delivery Date (as defined in the Offer
to Purchase), in accordance with the instructions set forth in the
Offer to Purchase, in order to be eligible to receive the Total
Consideration. In addition, holders whose Notes are accepted for
purchase in the Tender Offer will receive accrued and unpaid
interest from the last interest payment date to, but not including,
the Settlement Date.
Sealed Air’s obligation to accept for purchase and to pay for
the Notes validly tendered and not validly withdrawn pursuant to
the Tender Offer is subject to the satisfaction or waiver of
certain conditions, which are more fully described in the Offer to
Purchase, including, among others, Sealed Air completing the
offering and sale of new debt securities (the “New Notes Offering”)
on terms acceptable to Sealed Air.
The Tender Offer does not constitute an offer to sell or a
solicitation of an offer to buy any securities or other financial
instruments that may be issued or otherwise incurred in connection
with the New Notes Offering. Sealed Air reserves the right, subject
to applicable law, in its sole discretion, to: (i) waive any and
all conditions to the Tender Offer at any time and from time to
time; (ii) extend or terminate the Tender Offer; or (iii) otherwise
amend the Tender Offer in any respect. Sealed Air is not soliciting
consents from holders of securities in connection with the Tender
Offer.
Sealed Air has retained J.P. Morgan Securities LLC to act as
exclusive Dealer Manager. D.F. King & Co., Inc. is the
Information and Tender Agent in connection with the Tender Offer.
For additional information regarding the terms of the tender offer,
please contact: J.P. Morgan Securities LLC at (866) 834-4666 (toll
free) or (212) 834-3424 (collect). Copies of the Offer Documents
are available via the Tender Offer website at
www.dfking.com/sealedair and requests for documents and questions
regarding the tendering of Notes may be directed to D.F. King &
Co., Inc. by telephone at (212) 269-5550 (for banks and brokers
only) or (877) 478-5040 (for all others toll-free) or by email at
sealedair@dfking.com or to the Dealer Manager at its telephone
numbers.
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 is being 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.
None of Sealed Air, its affiliates, their respective board of
directors, the Dealer Manager, the trustee of the Notes or the
Information and Tender Agent makes any recommendation to any holder
of Notes in connection with the Tender Offer. Holders must make
their own decisions as to whether to tender their Notes and, if so,
the principal amount of Notes to tender.
About Sealed Air
Sealed Air is in business to protect, to solve critical
packaging challenges, and to leave our world better than we found
it. Our portfolio of leading packaging solutions includes Cryovac®
brand food packaging, Sealed Air® brand protective packaging, and
Bubble Wrap® brand packaging, which collectively enable a safer,
more efficient food supply chain and protect valuable goods shipped
around the world. Sealed Air generated $4.7 billion in sales in
2018 and has approximately 15,500 employees who serve customers in
123 countries.
Website Information
We routinely post important information for investors on our
website, sealedair.com, in the Investors section. We use this
website as a means of disclosing material, non-public information
and for complying with our disclosure obligations under Regulation
FD. Accordingly, investors should monitor the Investors 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
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 and results of operations. 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, expectations
regarding the results of restructuring and other programs,
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, pandemics,
changes in energy costs, environmental matters, the success of our
restructuring activities, 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 our Annual Report on Form 10-K for the fiscal year
ended December 31, 2018) (our "2018 10-K")), regulatory actions and
legal matters, and the other information referenced in Part I, Item
1A, "Risk Factors", of our 2018 10-K as filed with the SEC, and as
revised and updated by our Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2019, June 30, 2019, and September
30, 2019, and 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/20191112005622/en/
Investor Relations Lori Chaitman
lori.chaitman@sealedair.com 516.458.4455
Media Pam Davis pam.davis@sealedair.com 980.833.4084
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