Sealed Air Announces Call for Redemption of All Its Outstanding 3% Convertible Notes Due 2033
June 19, 2009 at 8:31 AM EDT
Executed Redemption Officers' Certificate
Sealed Air Final Redemption Notice
ELMWOOD PARK, N.J.--(BUSINESS WIRE)--Jun. 19, 2009--
Sealed Air Corporation (NYSE:SEE) (the “Company”) announced today that
it will redeem all $431.25 million aggregate principal amount
outstanding of its 3% Convertible Senior Notes due 2033 (CUSIP No.
81211KAG5) (the “Notes”), for cash on July 19, 2009 (the “Redemption
Date”), at a redemption price equal to 100.429% of the principal amount
of the Notes redeemed, plus accrued and unpaid interest up to, but not
including the Redemption Date, as set forth in the Company’s notice of
redemption. The Company plans to use the net proceeds from its recent
offering of 7⅞% senior notes due 2017, plus available cash of
approximately $47 million to fund the redemption of the Notes.
As a result of the Company’s decision to redeem the Notes, the Notes
will be convertible, at the holder’s election, into shares of the
Company’s common stock in accordance with the provisions of the
indenture governing the Notes. Holders of the Notes may elect to convert
at any time on or after June 19, 2009, the date of the redemption
notice, until the close of business on July 17, 2009, the business day
immediately preceding the Redemption Date.
The current Conversion Rate is 30.3067 shares per $1,000 principal
amount of the Notes, which is equivalent to a conversion price of $33.00
per share. Based on the reported last sale price of the Common Stock on
the New York Stock Exchange on June 18, 2009, the market value of a
share of Common Stock was $18.00. As long as the market price of the
Common Stock remains below $33.00 per share, a holder who elects to
convert will receive upon conversion Common Stock having a lesser
current market value than the amount of cash receivable upon redemption.
If not converted, upon redemption of the Notes, holders will receive a
total of $1,004.29 per $1,000 principal amount of the Notes, plus
accrued and unpaid interest up to, but not including, the Redemption
Date.
Copies of the redemption notice will be mailed to all record holders of
the Notes by U.S. Bank National Association, a successor to SunTrust
Bank, as trustee under the indenture governing the Notes.
Business
Sealed Air is a leading global innovator and manufacturer of a wide
range of packaging and performance-based materials and equipment systems
that serve an array of food, industrial, medical, and consumer
applications. Operating in 52 countries, Sealed Air’s international
reach generated revenue of $4.8 billion in 2008. With widely recognized
brands such as Bubble Wrap® brand cushioning, Jiffy® protective mailers,
Instapak® foam-in-place systems and Cryovac® packaging technology,
Sealed Air continues to identify new trends, foster new markets, and
deliver innovative solutions to its customers. For more information
about Sealed Air, please visit the Company’s web site at www.sealedair.com.
Forward-Looking Statements
Company statements in this press release may be forward-looking. These
statements include comments as to future events that may affect the
Company, which are based upon management’s current expectations and are
subject to uncertainties, many of which are outside the Company’s
control. Forward-looking statements can be identified by such words as
“estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will” and
similar expressions. Important factors that the Company believes could
cause actual results to differ materially from those in the Company’s
forward-looking statements include: general economic conditions; credit
availability and pricing; changes in raw material and energy costs;
foreign exchange rates; and legal proceedings. A more extensive list and
description of these and other such factors can be found under the
headings “Risk Factors” and “Cautionary Notice Regarding Forward-Looking
Statements,” which appear in the Company’s June 11, 2009 Current Report
on Form 8-K under Item 8.01, and in its most recent Annual Report on
Form 10-K and Quarterly Report on Form 10-Q, as filed with the
Securities and Exchange Commission.
Source: Sealed Air Corporation
Sealed Air Corporation
Amanda Butler, 201-791-7600
