Sealed Air Corporation (“Sealed Air” or the “Company”)
(NYSE:SEE) today announced the pricing of its offering of $425
million aggregate principal amount of 4.000% senior unsecured notes
due 2027 (the “Notes”). The Notes will be jointly and severally,
and irrevocably and unconditionally, guaranteed on a senior
unsecured basis by each of Sealed Air's existing and future wholly
owned domestic subsidiaries that guarantee its senior secured
credit facilities, subject to release under certain circumstances.
Sealed Air intends to use the net proceeds from the offering of the
Notes to repurchase the 6.50% senior notes due 2020 (the “2020
Notes”) pursuant to the tender offer commenced by the Company today
and satisfy and discharge all of its outstanding 2020 Notes in
accordance with the terms of the indenture governing the 2020
Notes, including any premiums, fees and expenses in connection
therewith. Net proceeds from the sale of the Notes, after initial
purchasers’ discounts and commissions and the Company’s estimated
fees and expenses, are expected to be approximately $421 million.
We expect the offering to close on November 26, 2019, subject to
customary closing conditions.
The Notes and related guarantees will be offered only to
qualified institutional buyers under Rule 144A of the Securities
Act of 1933, as amended (the “Securities Act”), and to non-U.S.
persons in transactions outside the United States under Regulation
S of the Securities Act. The Notes have not been registered under
the Securities Act, and, unless so registered, may not be offered
or sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
Notes, in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
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/20191112006154/en/
Company 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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