SEE Announces Senior Notes Offering

CHARLOTTE, North Carolina, June 17, 2024 /PRNewswire/ — Sealed Air Corporation (“SEE”) (NYSE: SEE) announced today, together with Sealed Air Corporation (US) (together with SEE, the “Issuers”), that the Issuers have commenced an offering of senior bonds due 2032 (the “Notes”). The Notes will be jointly and severally guaranteed, irrevocably and unconditionally, on a senior unsecured basis by each of SEE’s existing and future wholly-owned domestic subsidiaries that guarantee its senior secured credit facilities, subject to release in certain circumstances, although, for purposes of this offering, Sealed Air Corporation (US) is a co-issuer and not a guarantor.

The Issuers intend to use the net proceeds from the offering of the Notes, (i) to repurchase all or any portion of SEE’s outstanding 5.500% Senior Notes due 2025 (the “2025 Notes”) in accordance with to the tender offer launched by SEE today and to pay premiums, fees and expenses relating thereto, and (ii) to the extent of any proceeds remaining after giving effect to the above transaction, for the general business needs. The public tender offer is conditional, among other things, on the completion of the offering of the Notes; however, the closing of the offering of the Securities is not conditional on the completion of the tender offer. If SEE purchases less than the aggregate principal amount of the outstanding 2025 Notes, SEE intends to satisfy and release all remaining 2025 Notes in accordance with the terms of the indenture governing the 2025 Notes.

The Notes and related guarantees will be offered only to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in out-of-state transactions. -United. 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 United States in the absence of registration or an applicable exemption, or in a transaction not subject to the registration requirements of the Securities Act and other applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer to purchase the 2025 Notes or a notice of satisfaction and release with respect to the 2025 Notes.

About SEE

Sealed Air Corporation (NYSE: SEE) is a leading global provider of packaging solutions integrating durable, high-performance materials, automation, equipment and services. SEE designs, manufactures and supplies packaging solutions that preserve food, protect goods and automate packaging processes. We offer our packaging solutions to a wide range of end markets, including fresh protein, food, fluids and liquids, medical and life sciences, online retail, logistics and omnichannel fulfillment operations, as well as industry. Our globally recognized solution brands include CRYOVAC^® branded food packaging, LIQUIBOX^® branded liquid systems, AIR SEALED^® branded protective packaging, AUTOBAG^® branded automated packaging systems, and BUBBLE WRAP^® branded packaging. In 2023, SEE generated $5.5 billion dollars in revenue and has approximately 17,000 employees serving clients in 115 countries/territories.

Website Information

We regularly publish important information for investors on our website in the Investors section. We use this website to disclose material, nonpublic information and to comply with our disclosure obligations under Regulation FD. Therefore, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on or accessible through our website is not incorporated by reference into and does not form part of this document.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our business, consolidated financial condition, results of operations and cash flows. Forward-looking statements are subject to risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by words such as “anticipate”, “believe”, “plan”, “assume”, “could”, “should”, “estimate”, “expect”, “have the intention, “potential,” “seek,” “predict,” “may,” “will” and similar references to future periods. All statements other than statements of historical fact included in this press release regarding our strategies , prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expected future operating results, expectations regarding restructuring results and. other programs, expectations regarding the future impacts of acquisitions, anticipated levels of capital expenditures and expectations regarding the effect on our finances from claims, litigation, environmental costs, contingent liabilities and government investigations and proceedings. regulatory.

The following are important factors that we believe could cause actual results to differ materially from those indicated in our forward-looking statements: global economic and political conditions, including recessionary and inflationary pressures, conversion and devaluation effects currencies, changes in pricing and availability of raw materials, competitive conditions, success of new product offerings, inability to realize synergies and other financial benefits from acquisitions within expected time frames, higher than expected costs or difficulties linked to the integration of acquisitions, consumer preferences, effects of animal and food health problems, the effects of epidemics or pandemics, the negative impacts linked to the ongoing conflict between Russia And Ukraine and related sanctions, export restrictions and other countermeasures, uncertainties related to the escalation of existing or potential hostilities in the Middle East, the evolution of energy costs, environmental issues, the success of our restructuring activities, the success of our merger, acquisition and equity investment strategies, the success of our financial growth and profitability strategies, generation and manufacturing and our cost reduction and productivity efforts, changes in our credit ratings, regulatory actions and legal matters and other information referenced in the “Risk Factors” section appearing in our report most recent annual report on Form 10-K, as filed with the Securities and Exchange Commission, and as revised and updated by our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Any forward-looking statements we make are based only on information currently available to us and speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Company Contacts
Investor Relations
Brian Sullivan
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704.503.8841

Louise Lagache
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Media
Christine Griffin
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704.430.5742

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