Sealed Air extends consent bid for 8 3/8% notes, updates tender for 8 1/8% notes so far; call issued

By Susanna Moon

Chicago, Nov. 24 – Sealed Air Corp. said it extended the consent solicitation for its $750 million principal amount of 8 3/8% senior notes due 2021.

The consent solicitation will now end at 5 p.m. ET on Nov. 28, extended from 5 p.m. ET on Nov. 21, according to a company press release.

The solicitation began on Nov. 7, along with a tender offer for the company’s $750 million principal amount of 8 1/8% senior notes due 2019.

The company is soliciting consents from a majority of holders 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.

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

Consents may be revoked by the earlier of the new expiration date and the time at which the needed consents have been received, the company said.

The consent fee will be $10 per $1,000 principal amount. Holders must be of record as of 5 p.m. ET on Nov. 6.

Tender offer update, call

In the tender offer, investors had tendered $602,559,000 principal amount, or 80.3%, of the 8 1/8% notes by 5 p.m. ET on Nov. 21, the consent payment date, according to a separate company press release.

As previously announced, the tender offer price is $1,100.92 for each $1,000 principal amount of 8 1/8% notes, which includes a payment of $10 per $1,000 of notes tendered by the consent payment deadline.

The tender offer will continue until 11:59 p.m. ET on Dec. 8. Tendered notes may no longer be withdrawn, as of the consent date.

The company said it received the needed majority consents and executed a supplemental indenture to eliminate restrictive covenants contained in the notes indenture, which will became operative at settlement on Nov. 24.

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.

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.

The company also called the remaining $147,441,000 principal amount of the 2019 notes that were not tendered by the early settlement date of Nov. 24.

The remaining notes will be redeemed at a make-whole redemption price plus accrued interest to but excluding the redemption date of Dec. 24.

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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