New Issue: Sealed Air upsized $375 million convertibles at 3.0% yield, up 48%

By Ronda Fears

Nashville, June 27 - Sealed Air Corp. sold an upsized $375 million of 30-year convertible notes at par to yield 3.0% with a 48% initial conversion premium. The deal was boosted from $300 million.

Morgan Stanley, Citigroup and Credit Suisse First Boston were joint lead managers of the Rule 144A deal, which sold at the middle of yield talk and at the cheap end of premium guidance.

Proceeds, plus those from offerings of $400 million of 5.625% senior notes due July 14, 2013, and $450 million of 6.875% senior notes due July 15, 2033, are earmarked to redeem Sealed Air's Series A convertible preferreds due 2018 at 51 for a total of $1.3 billion.

Terms of the deal are:

Issuer: Sealed Air Corp.

Issue:	Rule 144A convertible senior notes
Lead manager:		Morgan Stanley, Citigroup and Credit Suisse First Boston
Amount	$375 million, up from $300 million
Greenshoe:	$56.25 million, up from $45 million
Maturity:	June 30, 2033
Dividend:	3.0%
Price:	par
Yield:	3.0%
Conversion premium:	47.96%
Conversion price:	$70.00
Conversion ratio:	14.2857
Call:	noncallable for 4 years, then at 101.286
Put:	in years 7, 10, 20 and 25 at par
Contingent conversion:	120% of conversion price, 98% of parity or if notes rated below Ba2/BB+
Price Talk:	2.75-3.25%, up 47.5-52.5%
Pricing Date:	June 26, after the close
Settlement:	July 1

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