2012-11-13 22:49:58 -
ELMWOOD PARK, N.J., Tuesday, November 13, 2012 - Sealed Air Corporation ("Sealed
Air" or the "Company") (NYSE: SEE) today announced that it has commenced
tender offers to purchase any and all of the outstanding $400 million in
aggregate principal amount of 5.625% Senior Notes due 2013 of the Company, CUSIP
No. 81211KAJ9, (the "2013 Notes") and $400 million in aggregate principal amount
of 7.875% Senior Notes due 2017 of the Company, CUSIP No. 81211KAP5, (the "2017
Notes" and together with the 2013 Notes, the "Notes") on the terms and
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 offers are referred to herein collectively as the
"Offers." 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 2013 Notes purchased
pursuant to the Offers will be $1,032.50. The total consideration for each
$1,000 principal amount of 2017 Notes purchased pursuant to the Offers will be
$1,078.75. The total consideration for each series of Notes includes a payment
of $30.00 per $1,000 principal amount of those 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 (i) $1,002.50 per
$1,000 principal amount of 2013 Notes and (ii) $1,048.75 per $1,000 principal
amount of 2017 Notes. In addition, holders whose Notes are purchased in the
Offers 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 November 28, 2012.
In conjunction with the Offers, and on the terms and subject to the conditions
set forth in the Offer Documents, the Company is soliciting, with respect to
each series of Notes (collectively, the "Consent Solicitations"), consents
("Consents") of holders of those Notes to eliminate certain of the restrictive
covenants in the applicable indentures and to shorten the minimum notice period
for a redemption from thirty days to three days prior to a redemption date as
set forth in the applicable indenture.
The consent payment deadline is 5:00 p.m., New York City time, on November
27, 2012 (such time and date, as it may be extended, the "Consent Payment
Deadline"), and the tender offers will expire at 11:59 p.m., New York City time,
on December 11, 2012 (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 November 27, 2012, 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 Offers 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 of each series to the proposed amendments and the Company's
receipt of aggregate proceeds (before initial purchasers' discounts, fees and
other offer expenses) of at least $800 million from an offering of new senior
notes, on terms satisfactory to the Company. The complete terms and conditions
of the Offers and the Consent Solicitations 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 Offers and the Consent Solicitations.
Any questions regarding the terms of the Offers and the Consent Solicitations
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) 470-4500 or (212) 430-3774 or in writing at 65 Broadway - Suite 404,
New York, NY 10006.
The Offers and the Consent Solicitations 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
indentures and the Notes. No recommendation is made as to whether holders of the
Notes should tender their Notes or give their Consents.
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. On a pro forma basis, Sealed Air generated revenue of
$8.1 billion in 2011, and has approximately 26,300 employees who serve customers
in 175 countries.
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. 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.
Executive Director of Investor Relations
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originality of the information contained therein.
Source: Sealed Air Corporation via Thomson Reuters ONE