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 28, 2021
SEALED AIR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 1-12139 | | 65-0654331 |
(State or Other
Jurisdiction of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | |
| 2415 Cascade Pointe Boulevard | | |
| Charlotte | North Carolina | | 28208 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (980)-221-3235
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)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.10 per share | SEE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture
On September 29, 2021, Sealed Air Corporation (“Sealed Air” or the “Company”), certain wholly owned domestic subsidiaries of Sealed Air (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), collateral agent, registrar and paying agent, entered into an Indenture dated as of September 29, 2021 (the “Indenture”), pursuant to which Sealed Air issued $600 million aggregate principal amount of 1.573% senior secured notes due 2026 (the “Notes”). The Notes will mature on October 15, 2026. Interest is payable on April 15 and October 15 of each year, commencing April 15, 2022.
The Notes and related guarantees will be secured on a first-priority basis by liens on substantially all of the Company's and the Guarantors' personal property securing obligations the Company owes to lenders under the Company's senior secured credit facilities on a pari passu basis, in each case excluding Excluded Property (as defined in the Indenture) and subject to certain other exceptions.
Prior to the date that is one month prior to the scheduled maturity date of the Notes (the “Par Call Date”), Sealed Air may redeem the Notes, in whole or in part, at any time, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the greater of (i) 100% of the principal amount of such Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (assuming for this purpose that interest accrued to the Par Call Date is scheduled to be paid on the Par Call Date) from the redemption date to the Par Call Date discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus 15 basis points, plus in either (i) or (ii), any interest accrued but not paid to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
At any time on or after the Par Call Date, Sealed Air may redeem the Notes, in whole or in part, at any time, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus any interest accrued but not paid to, but not including, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
If Sealed Air experiences a Change of Control Repurchase Event (as defined in the Indenture), holders of the Notes have the right to require Sealed Air to repurchase their Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
The Indenture limits the ability of Sealed Air and, in certain cases, its Restricted Subsidiaries (as defined in the Indenture) to, among other things, (i) create liens on certain assets to secure indebtedness; (ii) engage in certain sale and leaseback transactions; and (iii) merge or consolidate or transfer and sell substantially all of their assets.
The Indenture provides that events of default with respect to the Notes include: (i) failure to make the payment of any interest on any Note when the same becomes due, with such failure continuing for a period of 30 days; (ii) failure to make the payment of any principal of, or premium, if any, on, any Note when the same becomes due; (iii) failure to perform or comply with certain covenants or agreements in the Notes, the Indenture or related documents (subject to applicable time periods provided for compliance or cure); (iv) failure to pay when due (subject to any applicable grace period) the principal of, or acceleration of, any Indebtedness (as defined in the Indenture) for money borrowed by Sealed Air or any Restricted Subsidiary having an aggregate principal amount of at least $75.0 million and such default shall not have been received or such Indebtedness shall not have been discharged within 10 days; (v) certain events of bankruptcy, insolvency or reorganization affecting Sealed Air or any Restricted Subsidiary that is a Significant Subsidiary (as defined in the Indenture); and (vi) certain documents executed in connection with the attachment or perfection of security interests in the personal property to secure the Notes obligations cease to be in full force and effect or there are certain defaults in the performance of terms or covenants pursuant to such documents that are not cured within the grace period, if applicable.
If an event of default with respect to the Notes (other than an event of default relating to certain bankruptcy or insolvency matters) shall have occurred and be continuing, the Trustee or the registered holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare to be immediately due and payable the principal amount of all of such outstanding Notes, plus accrued but unpaid interest to the date of acceleration. In case an event of default relating to certain bankruptcy or insolvency matters occurs, such amount with respect to all of the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Notes.
The Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and the description of the material terms of the Indenture is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
Supplemental Indenture Relating to Existing 4.875% Senior Notes Due 2022
On September 29, 2021, the Company announced that holders of approximately $339,258,000 aggregate principal amount (representing approximately 79.83%) of its 4.875% senior notes due 2022 (the “2022 Notes”) validly tendered their 2022 Notes prior to the early tender deadline of 5:00 p.m., New York City time, on September 28, 2021 and that the Company had accepted such tendered 2022 Notes for payment in accordance with the offer to purchase and consent solicitation statement, dated September 15, 2021 (as it may be amended or supplemented from time to time, the “Statement”).
On September 28, 2021, the Company, the guarantors party thereto and Truist Bank (formerly Branch Banking and Trust Company), as trustee (the “2022 Notes Trustee”), executed a supplemental indenture (the “2022 Notes Supplemental Indenture”) to the indenture governing the 2022 Notes and the 5.125% Senior Notes due 2024 (the “2024 Notes”) (the “Notes Indenture”) that eliminates certain of the restrictive covenants and certain events of default contained in the Notes Indenture with respect to the 2022 Notes. The 2022 Notes Supplemental Indenture became effective upon execution, and the amendments to the 2022 Notes Indenture became operative on the Early Payment Date upon acceptance of and payment for the tendered 2022 Notes by the Company pursuant to the terms and conditions described in the Statement. The 2022 Notes Supplemental Indenture has no force or effect with respect to the 2024 Notes.
The 2022 Notes Supplemental Indenture is filed as Exhibit 4.3 to this Current Report on Form 8-K and the description of the material terms of the 2022 Notes Supplemental Indenture is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
A copy of the press release, dated September 29, 2021, announcing the results of the early tender for the 2022 Notes is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
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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.
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| Item 3.03 | Material Modification to Rights of Security Holders. |
The disclosure set forth under Item 1.01 above is incorporated herein by reference.
New Notes Offering
A copy of the press release, dated September 29, 2021, announcing the closing of the offering of the Notes is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Pricing of the Cash Tender Offer
A copy of the press release, dated September 29, 2021, announcing the pricing of the cash tender offer for the 2022 Notes is attached as Exhibit 99.3 hereto and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit Number | | Description |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
| 99.1 | | |
| 99.2 | | |
| 99.3 | | |
| 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.
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| | SEALED AIR CORPORATION |
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| | By: | /s/ CHRISTOPHER J. STEPHENS, JR. |
| | Name: | Christopher J. Stephens, Jr. |
| | Title: | Senior Vice President & Chief Financial Officer |
| Date: October 1, 2021 | | |
