Sealed Air Corp Enters Material Definitive Agreement

TL;DR

Sealed Air just signed a big financial deal, details to come.

AI Summary

On June 24, 2024, Sealed Air Corporation entered into a Material Definitive Agreement related to a direct financial obligation. The filing does not specify the counterparty or the exact nature of the financial obligation, but it is classified as a significant event requiring immediate disclosure.

Why It Matters

This filing indicates a significant financial commitment or obligation for Sealed Air, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — The nature of the financial obligation is not fully disclosed, creating uncertainty about its potential impact.

Key Players & Entities

• Sealed Air Corporation (company) — Registrant
• June 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.10 — ich Registered Common Stock, par value $0.10 per share SEE NYSE Indicate by ch
• $400 million — ), pursuant to which the Issuers issued $400 million aggregate principal amount of 6.500% se
• $75.0 million — aggregate principal amount of at least $75.0 million and such default shall not have been re
• $277,801,000 — , the Company announced that holders of $277,801,000 aggregate principal amount (representin

Filing Documents

• ef20031787_8k.htm (8-K) — 46KB
• ef20031787_ex4-1.htm (EX-4.1) — 729KB
• ef20031787_ex99-1.htm (EX-99.1) — 24KB
• ef20031787_ex99-2.htm (EX-99.2) — 20KB
• ef20031787_ex99-3.htm (EX-99.3) — 15KB
• image1.jpg (GRAPHIC) — 13KB
• 0001140361-24-031751.txt ( ) — 1129KB
• see-20240624.xsd (EX-101.SCH) — 4KB
• see-20240624_lab.xml (EX-101.LAB) — 21KB
• see-20240624_pre.xml (EX-101.PRE) — 16KB
• ef20031787_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Indenture On June 28, 2024, Sealed Air Corporation (the "Company"), Sealed Air Corporation (US) (together with the Company, the "Issuers"), certain wholly owned domestic subsidiaries of the Company (the "Guarantors"), and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), registrar and paying agent, entered into an Indenture, dated as of June 28, 2024 (the "Indenture"), pursuant to which the Issuers issued $400 million aggregate principal amount of 6.500% senior notes due 2032 (the "Notes"). The Notes will mature on July 15, 2032. Interest is payable on January 15 and July 15 of each year, commencing on January 15, 2025. At any time prior to July 15, 2027, the Issuers may redeem the Notes, in whole or in part, at any time, upon not less than 10 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus accrued and unpaid interest to, but not including, the redemption date, plus a "make-whole" premium. On or after July 15, 2027, the Notes will be redeemable, on any one or more occasions, in whole or in part, at the option of the Issuers, at the redemption prices (expressed as a percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the twelve-month period beginning on July 15 of the year indicated below: Year Percentage 2027 103.250% 2028 101.625% 2029 and thereafter 100.000% At any time prior to July 15, 2027, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings, at a redemption price equal to 106.5% of the aggregate principal amount of the Notes plus accrued and unpaid interest to, but not including, the redemption date. If the Issuers experience a Change of Control Repurchase Event (as defined in the Indenture), holders of the Notes have

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth under Item 1.01 above is incorporated herein by reference.

01

Item 8.01 Other Events. Pricing of the Cash Tender Offer A copy of the press release, dated June 24, 2024, announcing the pricing of the cash tender offer for its 5.500% senior notes due 2025 (the "2025 Notes") is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Expiration of Tender Offer Relating to Existing 5.500% Senior Notes Due 2025 On June 24, 2024, the Company announced that holders of $277,801,000 aggregate principal amount (representing approximately 69.45%) of its 2025 Notes validly tendered their 2025 Notes prior to the expiration date of 5:00 p.m., New York City time, on June 24, 2024 and that the Company had accepted such tendered 2025 Notes for payment in accordance with the offer to purchase, dated June 17, 2024 (the "Offer to Purchase"). A copy of the press release, dated June 24, 2024, announcing the results of the cash tender offer for the 2025 Notes is attached as Exhibit 99.2 hereto and is incorporated herein by reference. Closing of Previously Announced Notes Offering A copy of the press release, dated June 28, 2024, announcing the closing of the offering of the Notes is attached as Exhibit 99.3 hereto and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of June 28, 2024, by and among Sealed Air Corporation, Sealed Air Corporation (US), Guarantors party thereto and U.S. Bank Trust Company, National Association. 4.2 Form of 6.500% senior note due 2032 (included in Exhibit 4.1). 99.1 Press release, dated June 24, 2024, announcing the pricing of the cash tender offer for the 2025 Notes. 99.2 Press release, dated June 24, 2024, announcing the results of the tender for the 2025 Notes. 99.3 Press release, dated June 28, 2024, announcing the closing of the Notes offering. 104 Cover Page Interactive Data File (formatted as Inline XBRL and embedded within document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SEALED AIR CORPORATION By: /s/ Dustin J. Semach Name: Dustin J. Semach Title: Interim Co-President and Co-Chief Executive Officer, and Chief Financial Officer Dated: June 28, 2024

View Full Filing

View this 8-K filing on SEC EDGAR