Sealed Air receives tenders for $296,000 more 8 1/8% notes by expiry

New York, Dec. 9 – Sealed Air Corp. said it received tenders for an additional $296,000 of its $750 million principal amount of 8 1/8% senior notes due 2019, bringing the total amount tendered to $602,855,000, or 80.4%.

The tender offer ended at 11:59 p.m. ET on Dec. 8.

The company previously announced that investors had tendered $602,559,000, or 80.3%, of the 8 1/8% notes by 5 p.m. ET on Nov. 21, the consent payment date.

Also as previously announced, any 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 announced the tender on Nov. 7, offering $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 company also will pay accrued interest to but excluding the payment date.

In the consent solicitation announced as part of the offer, the company was seeking permission 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.

On Nov. 24 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 become operative at settlement on Nov. 24.

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 was also soliciting consents to amend its $750 million principal amount of 8 3/8% senior notes due 2021.

The consent solicitation ended at 5 p.m. ET on Nov. 28, extended from 5 p.m. ET on Nov. 21.

Some holders asked for an increase in the consent, but the company decided that the incremental value achieved from the consents against the payment of an added consent fee was not in the best interest of the company and its shareholders, according to a press release.

The proposed amendment would have given the company more flexibility to repurchase shares of its outstanding common stock and increase the rate of quarterly cash dividends per share, as previously announced.

The consent fee would have been $10 per $1,000 principal amount.

J.P. Morgan Securities and Morgan Stanley were solicitation agents for the 8 3/8% notes. Global Bondholder Services was 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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