Sealed Air Corporation ("Sealed Air") (NYSE: SEE) today
announced the pricing of its previously announced offer to purchase
for cash (the "Tender Offer") any and all of its outstanding 4.875%
Senior Notes due 2022 (the "Notes").
The Tender Offer has been made upon the terms subject to the
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated September 15, 2021 (the "Offer to
Purchase"). Capitalized terms used but not defined in this
announcement have the meanings given to them in the Offer to
Purchase.
Certain information related to the Notes and the pricing of the
Tender Offer is set forth in the table below, including the Total
Consideration for the Notes.
Title of Notes
CUSIP / ISIN
Outstanding Principal
Amount
UST
Reference
Security
Bloomberg Reference
Page(1)
Fixed Spread (bps)
Early Tender
Payment(2)(3)
Total Consideration
(2)(4)
4.875% Senior Notes due December 1,
2022
CUSIP: 81211K AV2 (144A) and U81193 AM3
(Reg S) ISIN: US81211KAV26 (144A) and USU81193AM38 (Reg S)
US$425,000,000
0.125% due August 31, 2022
FIT3
+50
$30.00
$1,039.26
_________________
(1)
The page on Bloomberg from which the
Dealer Manager (as defined below) quoted the bid side price of the
U.S. Treasury Security. In the table above "UST" denotes a U.S.
Treasury Security.
(2)
Per $1,000 principal amount of Notes
tendered and accepted for purchase.
(3)
Included in the Total Consideration for
Notes tendered and accepted for purchase on or prior to the Early
Tender Deadline.
(4)
Based upon a reference yield determined as
of 10:00 a.m., New York City time, on September 29, 2021. Assumes
an Early Settlement Date (as defined below) of September 30, 2021
for the Notes and does not include accrued and unpaid interest from
the last date on which interest has been paid to, but excluding,
the Early Settlement Date, that will be paid on the Notes accepted
for purchase.
The Tender Offer will expire at 11:59 p.m., New York City time,
on October 13, 2021, unless extended or earlier terminated by
Sealed Air (the "Expiration Time"). No tenders submitted after the
Expiration Time will be valid. Subject to the terms and conditions
of the Tender Offer, holders of Notes must have validly tendered
(and not validly withdrawn) on or prior to 5:00 p.m., New York City
time, on September 28, 2021 (such date and time, the "Early Tender
Deadline") and the Notes must have been accepted for purchase
pursuant to the Tender Offer to be eligible to receive the Total
Consideration (as defined below), which includes the Early Tender
Payment set forth in the table above. Holders of Notes tendering
their Notes after the Early Tender Deadline and on or prior to the
Expiration Time will only be eligible to receive the Tender Offer
Consideration, which is the Total Consideration less the Early
Tender Payment.
In addition, holders of all Notes validly tendered and accepted
for purchase pursuant to the Tender Offer will receive accrued and
unpaid interest on such Notes from the last interest payment date
with respect to such Notes to, but excluding, the applicable
Settlement Date (as defined below).
The Total Consideration payable by Sealed Air for the Notes (the
"Total Consideration") was determined in the manner described in
the Offer to Purchase and is equal to a price per $1,000 principal
amount intended to result in a yield to maturity equal to the yield
to maturity of the U.S. Treasury reference securities specified in
the table above, as determined at 10:00 a.m., New York City time,
on September 29, 2021, plus the fixed spread specified in the table
above.
The settlement date for the Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date and accepted
for purchase is expected to be September 30, 2021, the second
business day after the Early Tender Deadline (the "Early Settlement
Date"). The settlement date for the Notes validly tendered after
the Early Tender Deadline but at or prior to the Expiration Time
and accepted for purchase is expected to be October 15, 2021, the
business day after the Expiration Time (the "Final Settlement
Date," and along with the Early Settlement Date, each a "Settlement
Date").
Any Notes validly tendered after the Early Tender Deadline may
not be withdrawn or revoked, except as required by law.
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. No offer will be made, 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.
Sealed Air has retained Citigroup Global Markets Inc. to act as
exclusive Dealer Manager. Global Bondholder Services Corporation
has been retained to serve as both the depositary and the
information agent (the "Depositary and Information Agent") for the
Tender Offer. For additional information regarding the terms of the
Tender Offer, please contact: Citigroup Global Markets Inc. at
(800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests
for copies of the Offer to Purchase and other related materials
should be directed to Global Bondholder Services Corporation at
contact@gbsc-usa.com (email), 1-866-470-3900 (U.S. Toll Free),
1-212-430-3774 (Banks and Brokers).
None of Sealed Air, its affiliates, their respective board of
directors, the Dealer Manager, the trustee of the Notes or the
Depositary and Information 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 (NYSE: SEE) is in business to protect, to solve
critical packaging challenges, and to make our world better than we
found it. Our packaging technology, solutions, and systems create a
safer, more resilient and less wasteful global food supply chain,
enable eCommerce, and protect goods transported worldwide.
Our globally recognized brands include CRYOVAC® brand food
packaging, SEALED AIR® brand protective packaging, AUTOBAG® brand
automated systems, BUBBLE WRAP® brand packaging, and SEE™
Automation solutions.
SEE's Operating Model, along with industry-leading experts in
materials, engineering, technology, and science are driving our
innovative solution systems to be more sustainable, automated, and
digitally connected.
SEE is leading the packaging industry to create a more
environmentally, socially, and economically sustainable future and
has pledged to design or advance 100% of its packaging materials to
be recyclable or reusable by 2025, and a bolder goal to reach
net-zero carbon emissions in its global operations by 2040. The
company is also committed to a diverse workforce and inclusive
culture through its 2025 Diversity, Equity and Inclusion
pledge.
SEE generated $4.9 billion in sales in 2020 and has
approximately 16,500 employees who serve customers in 117
countries/territories. To learn more, visit sealedair.com.
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, results of operations or cash flows.
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, the effects of
epidemics or pandemics, including the Coronavirus Disease 2019
(COVID-19), changes in energy costs, environmental matters, the
success of our restructuring activities, the success of our merger,
acquisition and equity investment strategies, 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 2020 Annual Report on Form
10-K), regulatory actions and legal matters and the other
information referenced in the "Risk Factors" section appearing in
our most recent Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission, and as revised and updated by
our 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 because of new information,
future developments or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20210929005762/en/
Company Contacts Investor
Relations Lori Chaitman lori.chaitman@sealedair.com
516.458.4455 Media Christina Griffin
Christina.griffin@sealedair.com 704.430.5742
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