2013-03-07 16:26:07 -
ELMWOOD PARK, N.J., Thursday, March 7, 2013 - 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 $400 million in
aggregate principal amount of 7.875% Senior Notes due 2017 of the Company, CUSIP
No. 81211KAP5 (the "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
"Statement"), 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 Statement and Letter
of Transmittal are referred to herein collectively as the "Offer Documents."
The total consideration for each $1,000 principal amount of Notes purchased
pursuant to the Offer will be $1,056.25. The total consideration for the Notes
includes a payment of $30.00 per $1,000 principal amount of Notes payable only
in respect of Notes tendered with Consents (as defined below) at or before the
Consent Payment Deadline (as defined below). Holders validly tendering Notes
after the Consent Payment Deadline but at or before the Expiration Time (as
defined below) will be eligible to receive only the tender offer consideration
of $1,026.25 per $1,000 principal amount of Notes. In addition, holders whose
Notes are purchased in the Offer will receive accrued and unpaid interest in
respect of their purchased Notes from the last interest payment date to, but not
including, the applicable payment date for the Notes. We expect the Early
Payment Date (as defined in the Statement) to occur on March 21, 2013.
In conjunction with the Offer, and on the terms and subject to the conditions
set forth in the Offer Documents, the Company is soliciting with respect to the
Notes (the "Consent Solicitation") consents ("Consents") of holders of
the Notes
to eliminate certain of the restrictive covenants in the indenture.
The consent payment deadline is 5:00 p.m., New York City time, on March
20, 2013 (such time and date, as it may be extended, the "Consent Payment
Deadline"), and the Offer will expire at 11:59 p.m., New York City time, on
April 3, 2013 (such time and date, as it may be extended, the "Expiration
Time"), in each case unless earlier terminated by the Company. Notes tendered
may be withdrawn and the related Consents revoked at any time at or before 5:00
p.m., New York City time, on March 20, 2013, unless extended or earlier
terminated, but not thereafter.
The Company's obligation to accept for purchase and to pay for 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 Statement, including, among others, the Company's receipt
of consents of the holders of at least a majority in principal amount of the
outstanding Notes to the proposed amendments and the Company's receipt of
aggregate proceeds (before initial purchasers' discounts, fees and other offer
expenses) of at least $400 million from an offering of new senior notes, on
terms satisfactory to the Company. The complete terms and conditions of the
Offer and the Consent Solicitation are set forth in the Offer Documents, which
are being sent to holders of Notes. Holders of Notes are urged to read the Offer
Documents carefully.
BofA Merrill Lynch has been engaged to act as the exclusive dealer manager and
solicitation agent in connection with the Offer and the Consent Solicitation.
Any questions regarding the terms of the 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). Any questions regarding procedures for tendering Notes
and delivering Consents or any request for additional copies of the Offer
Documents should be directed to 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.
The Offer and the 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 Notes or any other
securities of the Company or any other person, nor shall there be any offer or
sale of any 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 Consents to the proposed amendments to the
indenture and the Notes. No recommendation is made as to whether holders of the
Notes should tender their Notes or give their Consents.
Business
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
175 countries.
Forward-Looking Statements
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.
Contact
Bill Thomas
Assistant Treasurer and Interim Director of Investor Relations
201-703-4136
Investor.relations@sealedair.com
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
[HUG#1683580]
