UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2011
SEALED AIR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12139
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65-0654331 |
| (State or other
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(Commission
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(I.R.S. Employer |
| jurisdiction of incorporation)
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File Number)
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Identification No.) |
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| 200 Riverfront Boulevard |
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| Elmwood Park, New Jersey
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07407 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (201) 791-7600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On September 16, 2011, Sealed Air Corporation ( “Sealed Air”) entered into a purchase agreement
(the “Purchase Agreement”) under which Sealed Air agreed to sell $750 million aggregate principal
amount of its 8.125% Senior Notes due 2019 (the “2019 Notes”) and $750 million aggregate principal
amount of its 8.375% Senior Notes due 2021 (the “2021 Notes” and, together with the 2019 Notes, the
“Notes”) to Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
for themselves and the other initial purchasers named therein (collectively, the “Initial
Purchasers”). The Purchase Agreement includes customary representations, warranties and covenants.
Under the terms of the Purchase Agreement, Sealed Air has agreed to indemnify the Initial
Purchasers against certain liabilities. A copy of the Purchase Agreement is included in this Form
8-K as Exhibit 10.1, incorporated herein by reference and hereby filed; it should be read in its
entirety for a complete description of its provisions and the summary in this report is qualified
in its entirety by the text of such provisions.
The closing of the sale of the Notes is expected to occur on October 3, 2011. Sealed Air will sell
the Notes to the Initial Purchasers in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Initial
Purchasers will then sell the Notes to (i) qualified institutional buyers pursuant to the exemption
from registration provided by Rule 144A or (ii) pursuant to Regulation S under the Securities Act.
Item 8.01 Other Events
On September 16, 2011, Sealed Air issued a press release announcing the pricing of its offering of
the Notes. Sealed Air intends to use the net proceeds from the offering to finance a portion of
the previously announced acquisition of Diversey Holdings, Inc. (“Diversey”), which is expected to
be completed on October 3, 2011. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K and the information furnished herein contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,”
“assumes,” “could,” “estimates,” “expects,” “will” and similar expressions. These statements
include comments as to Sealed Air’s beliefs and expectations as to future events and trends
affecting Sealed Air’s business. For more extensive information, see “Risk Factors” and
“Cautionary Notice Regarding Forward-Looking Statements,” which appear in Sealed Air’s most recent
Annual Report on Form 10-K, as filed with the SEC, as may be updated by Sealed Air’s Quarterly
Reports on Form 10-Q or Current Reports on Form 8-K. While Sealed Air may elect to update
forward-looking statements at some point in the future, Sealed Air specifically disclaims any
obligation to do so, even if estimates change and, therefore, you should not rely on these
forward-looking statements as representing our views as of any date subsequent to today.