Sealed Air Announces Results and Settlement of Early Tender for 8.125% Senior Notes Due 2019
November 24, 2014 at 5:05 PM EST
ELMWOOD PARK, N.J.--(BUSINESS WIRE)--Nov. 24, 2014--
Sealed Air Corporation (“Sealed Air” or the “Company”) (NYSE:SEE) today
announced that, in connection with the previously announced cash tender
offer and consent solicitation by the Company to purchase for cash any
and all of its 8.125% senior notes due 2019 (the “2019 Notes”), the
early tender period in respect of the tender offer expired at 5:00 p.m.,
New York City time, on November 21, 2014 (the “Consent Payment
Deadline”). As of the Consent Payment Deadline, $602,559,000 principal
amount of the 2019 Notes, or 80.3% of the principal amount outstanding,
had been validly tendered and not withdrawn. Those holders who validly
tendered their 2019 Notes prior to the Consent Payment Deadline received
on November 24, 2014 the total consideration of $1,100.92 per $1,000
principal amount of the 2019 Notes (the “Total Consideration”), which
included a consent payment of $10.00 per $1,000 principal amount of the
2019 Notes, plus any accrued and unpaid interest on the 2019 Notes up
to, but not including, the payment date. The withdrawal rights for the
early tender of 2019 Notes and corresponding consents in the tender
offer expired as of 5:00 p.m., New York City time, on November 21, 2014.
The final offer period will expire at 11:59 p.m., New York City time, on
December 8, 2014, unless extended or earlier terminated (such time and
date, as the same may be extended, the “Expiration Time”). Holders who
tender their 2019 Notes after the Consent Payment Deadline and on or
prior to the Expiration Time will be eligible to receive only the tender
offer consideration of $1,090.92 per $1,000 principal amount of 2019
Notes tendered plus accrued and unpaid interest to the payment date, but
not the consent payment.
As the Company received consents from holders of greater than a majority
in aggregate principal amount of the outstanding 2019 Notes, the
Company, the guarantors thereto and HSBC Bank USA, National Association,
as trustee (the “Trustee”), have executed a supplemental indenture (the
“Supplemental Indenture”) to the indenture governing the 2019 Notes,
which will be filed with the Securities and Exchange Commission at a
later date. The amendments and modifications contained in the
Supplemental Indenture eliminate certain restrictive covenants contained
in the indenture. These changes became operative concurrently with the
acceptance for payment on November 24, 2014 of all 2019 Notes that were
validly tendered (and not validly withdrawn) at or prior to the Consent
Payment Deadline.
This press release is not an offer to purchase or a solicitation of an
offer to sell any securities, including the 2019 Notes. The tender offer
is only being made pursuant to the terms of the offer to purchase and
consent solicitation statement, dated November 7, 2014 (as it may be
amended or supplemented from time to time, the “Statement”), and related
letter of transmittal (the “Letter of Transmittal”).
The complete terms and conditions of the tender offer are set forth in
the Statement that has been sent to holders of the 2019 Notes. Holders
are urged to read the tender offer documents carefully before making any
decision with respect to the tender offer and consent solicitation.
Holders of 2019 Notes must make their own decisions as to whether to
tender their 2019 Notes and provide the related consents, and if they
decide to do so, the principal amount of the 2019 Notes to tender.
Holders may obtain copies of the Statement and the related Letter of
Transmittal from the Information Agent and Depositary for the tender
offer, 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.
J.P. Morgan Securities LLC has been engaged to act as the Dealer Manager
and Solicitation Agent in connection with the tender offer for and the
consent solicitation with respect to the 2019 Notes. Any questions
regarding the terms of the tender offer and the consent solicitation
should be directed to J.P. Morgan Securities LLC at (800) 245-8812 (U.S.
toll free) or (212) 270-1200 (collect).
None of the Company, the Dealer Manager and Solicitation Agent, the
Information Agent and Depositary or any other person makes any
recommendation as to whether holders of 2019 Notes should tender their
2019 Notes or provide the related consents, and no one has been
authorized to make such a recommendation.
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
Investors:
Lori Chaitman, 201-703-4161
or
Media:
Ken
Aurichio, 201-703-4164