Sealed Air Corporation (“Sealed Air” or the “Company”) (NYSE:
SEE) today announced that the previously announced cash tender
offer (the “Tender Offer”) for any and all of its 6.50% notes due
2020 (the “Notes”) expired at 5:00 p.m. New York City time, on
November 21, 2019 (the "Expiration Date"). According to information
provided by D.F. King & Co., Inc., the Information and Tender
Agent for the Tender Offer, $336,913,000 aggregate principal amount
of the Notes, or 79.27% of the aggregate principal amount
outstanding, were validly tendered at or prior to the expiration of
the Tender Offer and not validly withdrawn. These amounts exclude
$727,000 aggregate principal amount of the Notes tendered pursuant
to the guaranteed delivery procedures described in the Offer to
Purchase, dated November 12, 2019 (the “Offer to Purchase”). The
Tender Offer was made pursuant to 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 obligation of Sealed Air to accept the Notes
tendered and to pay the consideration for the Notes is subject to
satisfaction or waiver of certain conditions, which are more fully
described in the Offer to Purchase. On November 26, 2019, which is
the expected settlement date (the "Settlement Date") for the Tender
Offer, Sealed Air expects to pay for Notes validly tendered and not
validly withdrawn or delivered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase.
Holders of Notes accepted for purchase pursuant to the Tender
Offer will receive the previously announced total consideration of
$1,033.02 for each $1,000 principal amount of the Notes plus
accrued and unpaid interest on Notes purchased up to, but not
including, the Settlement Date. The Company intends to satisfy and
discharge any outstanding Notes that are not tendered in the Tender
Offer upon the terms and conditions set forth in the indenture
governing the Notes.
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 was 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.
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 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 2019 Quarterly Reports on Form 10-Q 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191121006034/en/
Investor Relations Lori Chaitman
lori.chaitman@sealedair.com 516.458.4455
Media Christina Griffin christina.griffin@sealedair.com
704.430.5742
Sealed Air (NYSE:SEE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Sealed Air (NYSE:SEE)
Historical Stock Chart
From Jul 2023 to Jul 2024