2013-03-21 15:24:56 -
ELMWOOD PARK, N.J., Thursday, March 21, 2013 - Sealed Air Corporation ("Sealed
Air" or the "Company") (NYSE: SEE) today announced that, in connection with
previously announced cash tender offer and consent solicitation by the Company
to purchase for cash any and all of its 7.875% Senior Notes due 2017 (the
"Existing Notes"), the early tender period in respect of the tender offer
expired at 5:00 p.m., New York City time, on March 20, 2013 (the "Consent
Payment Deadline"). As of the Consent Payment Deadline, $324.167 million
principal amount of
Existing Notes, or 81.04% of the principal amount
outstanding, had been validly tendered and not withdrawn. Those holders who
validly tendered their Existing Notes prior to the Consent Payment Deadline
received on March 21, 2013 the total consideration of $1,056.25 per $1,000
principal amount of the Existing Notes, which included a consent payment of
$30.00 per $1,000 principal amount of the Existing Notes, plus any accrued and
unpaid interest on the Existing Notes up to, but not including, the payment
date. The withdrawal rights for the early tender of Existing Notes and
corresponding consents in the tender offer expired as of 5:00 p.m., New York
City time, on March 20, 2013.
The final offer period will expire at 11:59 p.m., New York City time, on April
3, 2013, unless extended (such time and date, as the same may be extended, the
"Expiration Time"). Holders who tender their Existing 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 $1,026.25 per $1,000 principal
amount of Existing 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 Existing Notes, the Company, the
guarantors thereto and U.S. Bank National Association, as trustee (the
"Trustee"), have executed a supplemental indenture (the
Indenture") to the indenture governing the Existing 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 March 21, 2013 of all Existing
Notes that were validly tendered (and not validly withdrawn) at or prior to the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 Existing Notes. The tender offer is only
being made pursuant to the terms of the offer to purchase and consent
solicitation statement, dated March 7, 2013 (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 Existing 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 Existing Notes
must make their own decisions as to whether to tender their Existing Notes and
provide the related consents, and if they decide to do so, the principal amount
of the Existing 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) 387-1500 or (212) 430-3774 or
in writing at 65 Broadway - Suite 404, New York, NY 10006.
BofA Merrill Lynch has been engaged to act as the exclusive Dealer Manager and
Solicitation Agent in connection with the tender offer and the consent
solicitation. Any questions regarding the terms of the tender offer and the
consent solicitation should be directed to BofA Merrill Lynch at (888) 292-0070
(U.S. toll free) or (980) 387-3907 (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 Existing Notes should tender their Existing Notes or provide the
related consents, and no one has been authorized to make such a recommendation.
Sealed Air is a global leader in food safety and security, facility hygiene and
product protection. With widely recognized and inventive brands such as Bubble
Wrap(®) brand cushioning, Cryovac(®) brand food packaging solutions and
Diversey(TM) brand cleaning and hygiene solutions, Sealed Air offers efficient
and sustainable solutions that create business value for customers, enhance the
quality of life for consumers and provide a cleaner and healthier environment
for future generations. Sealed Air generated revenue of approximately $7.6
billion in 2012, and has approximately 25,000 employees who serve customers in
Company 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 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 "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 ir.sealedair.com
. 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.
Assistant Treasurer and Interim Director, Investor Relations
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Sealed Air Corporation via Thomson Reuters ONE