Sealed Air Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits

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

 

 

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

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:

 

Securities registered pursuant to Section 12(b) of the Act:

 

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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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:

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 the right to require the Issuers 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 the Issuers 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 the Issuers 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; and (v) certain events of bankruptcy, insolvency or reorganization affecting the Issuers or any Restricted Subsidiary that is a Significant Subsidiary (as defined in the Indenture).

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.

 

The disclosure set forth under Item 1.01 above is incorporated herein by reference.

 

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.

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.

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.

 

 

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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