Sealed Air tenders, solicits consents for $750 million 8 1/8% notes

By Susanna Moon

Chicago, Nov. 7 – Sealed Air Corp. said it began a cash tender offer and consent solicitation for its $750 million principal amount of 8 1/8% senior notes due 2019.

The company is soliciting consents to amend the notes to provide more flexibility to repurchase shares of its outstanding common stock and/or increase the rate of quarterly cash dividends per share, according to a company press release.

The total purchase price will be $1,100.92 for each $1,000 principal amount, which includes a payment of $10 per $1,000 of notes tendered by the consent payment deadline of 5 p.m. ET on Nov. 21.

Those who tender after the consent date will receive $1,090.92 per $1,000 principal amount.

The company also will pay accrued interest to but excluding the payment date, which is expected to be Nov. 24 for early tendered notes.

The tender offer will end at 11:59 p.m. ET on Dec. 8. Tendered notes may be withdrawn by the consent date.

The company said it is soliciting consents to eliminate most of the restrictive covenants and events of default in the notes indenture.

The offer is conditioned on the company securing consents from holders of at least a majority of the outstanding notes to the proposed amendments and on obtaining at least $750 million from an offering of new senior notes.

J.P. Morgan Securities LLC (800 245-8812 or 212 270-1200 collect) is the dealer manager and solicitation agent. Global Bondholder Services Corp. (866 924-2200 or 212 430-3774 banks and brokers) is the depositary and information agent.

Sealed Air is an Elmwood Park, N.J.-based manufacturer of packaging and performance-based materials and equipment systems that have food, industrial, medical and consumer applications.

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