Sealed Air Commences Offer for 8.125% Senior Notes Due 2019 and Consent Solicitation with Respect to 8.375% Senior Notes Due 2021
November 7, 2014 at 7:25 AM EST
ELMWOOD PARK, N.J.--(BUSINESS WIRE)--Nov. 7, 2014--
Sealed Air Corporation (“Sealed Air” or the “Company”) (NYSE:SEE) today
announced that it has commenced a cash tender offer to purchase any and
all of the outstanding $750 million in aggregate principal amount of
8.125% Senior Notes due 2019 of the Company, CUSIP No. 81211KAQ3 (the
“2019 Notes”), on the terms and subject to the conditions set forth in
the Offer to Purchase and Consent Solicitation Statement, dated the date
hereof (as it may be amended or supplemented from time to time, the
“Offer to Purchase”), and in the related Letter of Transmittal and
Consent (as the same may be amended or supplemented from time to time,
the “Letter of Transmittal”). The tender offer is referred to herein as
the “Offer.” The Offer to Purchase and Letter of Transmittal are
referred to herein collectively as the “Offer Documents.”
Concurrently with the announcement of the commencement of the Offer, the
Company announced that it is soliciting with respect to its outstanding
8.375% Senior Notes due 2021, CUSIP No. 81211KAR1 (the “2021 Notes”)
consents of holders of the 2021 Notes (the “2021 Notes Consent
Solicitation”) to approve a proposed amendment to the indenture with
respect to the 2021 Notes, on the terms and subject to the conditions
set forth in the Consent Solicitation Statement, dated the date hereof
(as it may be amended or supplemented from time to time, the “2021 Notes
Consent Solicitation Statement”), and the related consent form (the
“2021 Notes Consent Form”). The 2021 Notes Consent Solicitation
Statement and 2021 Notes Consent Form are referred to herein
collectively as the “2021 Notes Consent Documents.” The proposed
amendment, if adopted, would provide the Company with additional
flexibility to repurchase shares of its outstanding common stock,
increase the rate of quarterly cash dividends per share, or both.
Tender Offer of 2019 Notes
The total consideration for each $1,000 principal amount of 2019 Notes
purchased pursuant to the Offer will be $1,100.92. The total
consideration for the 2019 Notes includes a payment of $10 per $1,000
principal amount of 2019 Notes for 2019 Notes tendered at or before the
2019 Notes Consent Payment Deadline (as defined below). Holders validly
tendering 2019 Notes after the 2019 Notes Consent Payment Deadline but
at or before the Expiration Time (as defined below) will be eligible to
receive only the tender offer consideration of $1,090.92 per $1,000
principal amount of 2019 Notes. In addition, holders whose 2019 Notes
are purchased in the Offer will receive accrued and unpaid interest from
the last interest payment date to, but not including, the applicable
payment date for the 2019 Notes. We expect the Early Payment Date (as
defined in the Offer to Purchase) to occur on November 24, 2014.
In conjunction with the Offer, and on the terms and subject to the
conditions set forth in the Offer Documents, the Company is soliciting
(the “2019 Notes Consent Solicitation”) consents (“2019 Notes Consents”)
of holders of the 2019 Notes to eliminate most of the restrictive
covenants and certain events of default in the indenture with respect to
the 2019 Notes.
The consent payment deadline is 5:00 p.m., New York City time, on
November 21, 2014 (such time and date, as it may be extended, the “2019
Notes Consent Payment Deadline”), and the Offer will expire at 11:59
p.m., New York City time, on December 8, 2014 (such time and date, as it
may be extended, the “Expiration Time”), in each case unless earlier
terminated by the Company. The 2019 Notes tendered may be withdrawn and
the related 2019 Notes Consents revoked at any time at or before 5:00
p.m., New York City time, on November 21, 2014, unless extended or
earlier terminated, but not thereafter.
The Company’s obligation to accept for purchase and to pay for the 2019
Notes validly tendered and not withdrawn pursuant to the Offer is
subject to the satisfaction or waiver, in the Company’s discretion, of
certain conditions, which are more fully described in the Offer to
Purchase, including, among others, the Company’s receipt of consents of
the holders of at least a majority in principal amount of the
outstanding 2019 Notes to the proposed amendments with respect to the
2019 Notes and the Company’s receipt of aggregate proceeds (before
initial purchasers’ discounts, fees and other offer expenses) of at
least $750 million from an offering of new senior notes, on terms
satisfactory to the Company. The complete terms and conditions of the
Offer and the 2019 Notes Consent Solicitation are set forth in the Offer
Documents, which are being sent to holders of the 2019 Notes. Holders of
the 2019 Notes are urged to read the Offer Documents carefully.
J.P. Morgan Securities LLC has been engaged to act as the dealer manager
and solicitation agent in connection with the Offer and the 2019 Notes
Consent Solicitation. Any questions regarding the terms of the Offer and
the 2019 Notes Consent Solicitation should be directed to J.P. Morgan
Securities LLC at (800) 245-8812 (U.S. toll free) or (212) 270-1200
(collect).
Global Bondholder Services Corporation is serving as the depositary and
information agent in connection with the Offer and the 2019 Notes
Consent Solicitation. Any questions regarding procedures for tendering
2019 Notes and delivering 2019 Notes Consents or any request for
additional copies of the Offer Documents should be directed to Global
Bondholder Services Corporation by phone at (866) 924-2200 (U.S.
toll-free) or (212) 430-3774 (banks and brokers) or in writing at 65
Broadway – Suite 404, New York, NY 10006.
The Offer and the 2019 Notes Consent Solicitation are being made solely
by means of the Offer Documents. Under no circumstances shall this press
release constitute an offer to purchase or the solicitation of an offer
to sell the 2019 Notes or any other securities of the Company or any
other person, nor shall there be any offer or sale of any 2019 Notes or
other securities in any state or jurisdiction in which such an offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. This
press release also is not a solicitation of 2019 Notes Consents to the
proposed amendments to the indenture and the 2019 Notes. No
recommendation is made as to whether holders of the 2019 Notes should
tender their 2019 Notes or give their 2019 Notes Consents.
Consent Solicitation with respect to 2021 Notes
Adoption of the proposed amendment with respect to the 2021 Notes
requires the consent of holders of at least a majority in principal
amount of the outstanding 2021 Notes. As of 5:00 p.m., New York City
time, on November 6, 2014 (the “Record Time”), which the Company has
fixed as the record time for determining the holders entitled to give
consents, the aggregate principal amount of 2021 Notes issued and
outstanding was $750,000,000. The 2021 Notes Consent Solicitation
expires at 5:00 p.m., New York City time, on November 21, 2014, unless
the Company extends it (the “Expiration Date”).
Assuming satisfaction or waiver of all of the conditions to the 2021
Notes Consent Solicitation, acceptance by the Company of the consents
and effectiveness of the supplemental indenture with respect to the 2021
Notes, the Company will pay the consent fee of $10 per $1,000 principal
amount of 2021 Notes held by a holder with respect to which a valid
consent has been delivered and not validly revoked prior to the
Expiration Date. The consent fee will be payable only to holders of the
2021 Notes as of the Record Time who validly deliver consents and do not
validly revoke such consents prior to the Expiration Date. No consent
fee will be payable with respect to consents received after the
Expiration Date.
The 2021 Notes Consents that have been validly delivered may be validly
revoked at any time prior to the earlier of (x) the time that the
supplemental indenture setting forth the proposed amendment to the
indenture with respect to the 2021 Notes becomes effective and (y) the
Expiration Date, but not thereafter. If the required consents to the
proposed amendment are received and the supplemental indenture becomes
effective and operative, the amendment will be binding on all holders of
the 2021 Notes, including holders that do not deliver a valid and
unrevoked consent.
This press release is not a solicitation of consents with respect to the
2021 Notes. The 2021 Notes Consent Solicitation is being made solely by
the 2021 Notes Consent Solicitation Statement and the related consent
form, which set forth the complete terms of the 2021 Notes Consent
Solicitation.
For a complete statement of the terms and conditions of the 2021 Notes
Consent Solicitation and the proposed amendment to the indenture with
respect to the 2021 Notes, holders of the 2021 Notes should refer to the
2021 Notes Consent Documents, which are being sent to all holders of the
2021 Notes as of the Record Time.
J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are serving as
the solicitation agents in connection with the 2021 Notes Consent
Solicitation. Questions concerning the terms of the 2021 Notes Consent
Solicitation should be directed to J.P. Morgan Securities LLC by calling
(800) 245-8812 (U.S. toll-free) or (212) 270-1200 (collect) and Morgan
Stanley & Co. LLC at (800) 624-1808 (U.S. toll free) or (212) 761-1057
(collect).
Global Bondholder Services Corporation is serving as the information and
tabulation agent in connection with the 2021 Notes Consent Solicitation.
Requests for assistance in completing and delivering a 2021 Notes
Consent Form or requests for additional copies of the 2021 Notes Consent
Solicitation Statement and the related 2021 Notes Consent Form should be
directed to Global Bondholder Services Corporation, by calling (866)
924-2200 (U.S. toll-free) or (212) 430 3774 (banks and brokers) or in
writing at 65 Broadway – Suite 404, New York, NY 10006.
The 2021 Notes Consent Solicitation is not being made to, and a 2021
Notes Consent Form will not be accepted from or on behalf of, a holder
in any jurisdiction in which the making of the 2021 Notes Consent
Solicitation or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the 2021 Notes Consent
Solicitation to be made by a licensed broker or dealer, the 2021 Notes
Consent Solicitation will be deemed to be made on behalf of the Company
by J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC or one or more
registered brokers or dealers that are appropriately licensed under the
laws of such jurisdiction.
Business
Sealed Air creates a world that feels, tastes and works better. In 2013,
Sealed Air generated revenue of approximately $7.7 billion by helping
our customers achieve their sustainability goals in the face of today’s
biggest social and environmental challenges. Our portfolio of widely
recognized brands, including Cryovac® brand food packaging solutions,
Bubble Wrap® brand cushioning and Diversey® cleaning and hygiene
solutions, ensures a safer and less wasteful food supply chain, protects
valuable goods shipped around the world, and improves health through
clean environments. Sealed Air has approximately 25,000 employees who
serve customers in 175 countries. To learn more, visit www.sealedair.com.
Information on Sealed Air’s website is not incorporated into, and does
not form a part of, this press release.
Website Information
We routinely post important information for investors on our website, www.sealedair.com,
in the “Investor Relations” section. We use this website as a means of
disclosing material, non-public information and for complying with our
disclosure obligations under SEC Regulation FD. Accordingly, investors
should monitor the Investor Relations 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
Statements in this press release may be “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of
1995 concerning our business, consolidated financial condition and
results of operations. These statements include comments as to future
events that may affect Sealed Air, which are based upon management’s
current expectations and are subject to uncertainties, many of which are
outside Sealed Air’s control. Forward-looking statements can be
identified by such words as “anticipates,” “expects,” “believes,”
“plan,” “could,” “estimate,” “will” and similar expressions. A variety
of factors may cause actual results to differ materially from these
expectations, including economic conditions affecting packaging
utilization, changes in raw material costs, currency translation
effects, and legal proceedings. For more extensive information, see
“Risk Factors” and “Cautionary Notice Regarding Forward-Looking
Statements,” which appear in our most recent Annual Report on Form 10-K,
as may be revised and updated from time to time by our Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as filed with the
Securities and Exchange Commission. These reports are available on the
Securities and Exchange Commission’s website at www.sec.gov
or our Investor Relations home page at http://ir.sealedair.com.
Information on Sealed Air’s website is not incorporated into, and does
not form a part of, this press release. Sealed Air does not undertake
any obligation to publicly update any forward-looking statement to
reflect events or circumstances after the date on which any such
statement is made or to reflect the occurrence of unanticipated events.
Source: Sealed Air Corporation
Sealed Air Corporation
Investor Contact:
Lori Chaitman,
201-703-4161
or
Media Contact:
Ken Aurichio, 201-703-4164