Sealed Air sees early tenders for 89.51% of 5¼% notes, gives pricing

By William Gullotti

Buffalo, N.Y., April 19 – Sealed Air Corp. announced pricing for its offer to buy any and all of the $425 million outstanding 5¼% senior notes due April 1, 2023 (Cusip: 81211KAU4, U81193AL5), according to a press release on Tuesday.

According to an earlier release on Tuesday, the company received tenders for $380,417,000, or 89.51%, of the notes as of the early deadline at 5 p.m. ET on April 18.

Calculated using the 2.125% U.S. Treasury due Dec. 31, 2022 and a fixed spread of 50 basis points, the total consideration is $1,021.61 per $1,000 note.

The total consideration includes an early tender payment of $30 per $1,000 principal amount of notes for tenders received by the early tender deadline.

Notes tendered after the early tender deadline may not be withdrawn or revoked. As previously reported, holders tendering after the early deadline will only be eligible to receive the $991.61 per $1,000 tender offer consideration, which is the total consideration less the early tender payment.

In addition, the company will pay accrued interest to but excluding the applicable settlement date.

As previously reported and in connection with the tender offer, Sealed Air was also soliciting consents from noteholders for proposed amendments to the indenture governing the notes to eliminate some restrictive covenants and some events of default.

In order for the proposed amendments to be adopted, consents had to be received for a majority in aggregate principal amount of the outstanding notes.

As of the early deadline, the company received consents from a majority of the noteholders. A supplemental indenture has been executed. The changes will become operative with the early settlement of the tendered notes.

The tender offer and consent solicitation will expire at 11:59 p.m. ET on May 2.

Early settlement will be on April 20, and final settlement is expected to be May 4.

After the expiration time, the company intends to notify the trustee that it will satisfy and discharge the 2023 notes that remain outstanding.

Goldman Sachs & Co. LLC (800 828-3182 or 212 902-5962) is the dealer manager and solicitation agent.

Global Bondholder Services Corp. (contact@gbsc-usa.com, 855 654-2014 or 212 430-3774 for banks and brokers) is the depositary and the 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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