SEE Announces Pricing of Upsized Offering of Senior Secured Notes

Sealed Air Corporation (“Sealed Air” or the “Company”) (NYSE: SEE) today announced the pricing of its offering of 1.573% senior secured notes due 2026 (the “Notes”). The offering was upsized from $425 million aggregate principal amount of Notes to $600 million aggregate principal amount of Notes. The Notes will be jointly and severally, and irrevocably and unconditionally, guaranteed on a senior secured basis by each of Sealed Air's existing and future wholly owned domestic subsidiaries that guarantee its senior secured credit facilities, subject to release under certain circumstances. The Notes and related guarantees will be secured on a first-priority basis by liens on substantially all of our and our domestic guarantor subsidiaries' personal property securing obligations we owe to lenders under our senior secured credit facilities on a pari passu basis, subject to certain exceptions.

Sealed Air intends to use the net proceeds from the offering of the Notes to repurchase the 4.875% senior notes due 2022 (the “2022 Notes”) pursuant to the tender offer commenced by the Company today and satisfy and discharge all of its outstanding 2022 Notes in accordance with the terms of the indenture governing the 2022 Notes, including any premiums, fees and expenses in connection therewith. Net proceeds from the sale of the Notes, after initial purchasers’ discounts and commissions and the Company’s estimated fees and expenses, are expected to be approximately $595 million. We expect the offering to close on September 29, 2021, subject to customary closing conditions.

The Notes and related guarantees will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The Notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.