By Daniel Webster, dWeb.News Publisher
CHARLOTTE, N.C.–(BUSINESS WIRE)–Sealed Air Corporation (“Sealed Air” or the “Company”) (NYSE: SEE) today announced the pricing of its offering of 1. 573% senior secured notes due 2026 (the “Notes”). The offering was upsized from $425 million aggregate principal amount of Notes to $600 million aggregate principal amount of Notes. Each of Sealed Air’s domestic wholly-owned subsidiaries, including future ones, will guarantee the Notes on a senior secured basis. The Notes can be released only if necessary. The Notes and any related guarantees will be secured by liens on the majority of our and our domestic guarantee subsidiaries’ personal property securing commitments we owe lenders under our senior secured credits facilities on a pari-passu basis. However, certain exceptions may apply.
Sealed Air plans to use the net proceeds of the Notes offering to repurchase the 4. 875% senior notes due 2022 (the “2022 Notes”) pursuant to the tender offer commenced by the Company today and satisfy and discharge all of its outstanding 2022 Notes in accordance with the terms of the indenture governing the 2022 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 $595 million. We expect the offering to close on September 29, 2021, 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 are not registered under the Securities Act. They may not be offered to or sold in the United States unless they have been registered or exempted from the Securities Act or other applicable securities laws.
The press release does not constitute an offer or solicitation to buy the Notes. It also does not contain any sale or offer to purchase the Notes in any country where such solicitation, sale or offer would be illegal prior to qualification or registration under any securities laws.
About Sealed Air
Sealed Air is in business to help solve packaging problems and protect the environment. Our packaging technology, solutions and systems enable global eCommerce and protect goods worldwide.
Our globally recognized brands include CRYOVAC(r) brand food packaging, SEALED AIR(r) brand protective packaging, AUTOBAG(r) brand automated systems, BUBBLE WRAP(r) brand packaging, and SEE(tm) Automation solutions. The Operating Model of SEE, together with industry-leading scientists in engineering, science, and materials, is driving our innovative solutions systems to become 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. Through its 2025 Diversity Equity and Inclusion pledge, the company is committed to diversity and inclusion in its workforce.
SEE generated $4.9 billion in sales in 2020 and has approximately 16,500 employees who serve customers in 117 countries/territories. Visit sealedair.com to learn more.
We routinely post important information for investors on our website, sealedair.com, in the Investors section. This website is used to disclose material and non-public information, as well as comply with Regulation FD’s disclosure obligations. Investors should therefore monitor our Investors section, as well as our press releases and SEC filings, conference calls, presentations, and webcasts. This document does not incorporate any information from our website, nor is it a part thereof.
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 can be affected by risks and uncertainties. Many of these factors are beyond our control. Actual results could differ materially from those statements. These forward-looking statements should not be relied upon. Forward-looking statements are identified by words such as “anticipate”, “believe,”” “plan,” and “assume,” and “could,” and “should,” and “could,” and “could,” respectively. Forward-looking statements include all statements, other than statements regarding historical facts, about our strategies, prospects and financial condition, operations costs, plans, objectives, and any statements that are not statements of historical fact. Forward-looking statements can include statements regarding our expectations, future operating results, and the results of restructuring and other programmes. We also expect the impact on our financial situation of claims, litigation and environmental costs.
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. Any forward-looking statements, written or oral, are subject to change without notice, regardless of whether new information or future developments may impact them.
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