Sealed Air Corporation announced, together with Sealed Air Corporation (US) (together with the Company, the ôIssuersö), the pricing of the IssuersÆ offering of 6.125% senior notes due 2028 (the ôNotesö). The Notes will be jointly and severally, and irrevocably and unconditionally, guaranteed on a senior unsecured 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, 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) together with a borrowing under the CompanyÆs incremental term loan facility and cash on hand, to finance the previously announced acquisition of all of the issued and outstanding shares of capital stock of LB Holdco Inc., the parent company of Liqui-Box Inc. (the ôLiqui-Box Acquisitionö), including related fees and expenses, (ii) to repurchase any or all of the CompanyÆs outstanding 4.500% senior notes due 2023 (the ô2023 Euro Notesö) pursuant to the tender offer commenced by the Company and satisfy and discharge all of the CompanyÆs outstanding 2023 Euro Notes in accordance with the terms of the indenture governing the 2023 Euro Notes and to pay related premiums, fees and expenses in connection therewith and (iii) to the extent of any remaining proceeds after giving effect to the foregoing transactions, for general corporate purposes. Net proceeds from the sale of the Notes, after initial purchasersÆ discounts and commissions and the CompanyÆs estimated fees and expenses, are expected to be approximately $767.7 million. The Issuers expect the offering to close on January 31, 2023, subject to customary closing conditions. To the extent the expected Liqui-Box Acquisition has not occurred as of the issue date, the indenture governing the notes will require the Issuers to mandatorily redeem $350 million of the notes (on a pro rata basis) if (i) the Liqui-Box Acquisition is not consummated prior to May 8, 2024 or (ii) the Issuers notify the trustee in writing that (a) the acquisition agreement providing for the Liqui-Box Acquisition has been terminated in accordance with its terms or (b) the Liqui-Box Acquisition will not otherwise be pursued, at a redemption price equal to par plus accrued and unpaid interest on the notes to be redeemed, if any, to, but excluding, the redemption date.
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 ôSecurities Actö), 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.