SEC Form PREM14A filed by Sealed Air Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

SEALED AIR CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☐	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

PRELIMINARY PROXY MATERIALS DATED JANUARY 12, 2026 – SUBJECT TO COMPLETION

 

SEALED AIR CORPORATION

2415 Cascade Pointe Boulevard

Charlotte, NC 28208

[ ], 2026

Dear Sealed Air Stockholder:

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Sealed Air Corporation (“Sealed Air” or the “Company”) (such stockholders, the “Sealed Air Stockholders”) to be held on [ ], 2026, at [ ] [a.m.][p.m.], Eastern time. Sealed Air will hold the Special Meeting virtually via the Internet at [ ]. After consideration of the appropriate format of the Special Meeting, the Board of Directors of Sealed Air (the “Board of Directors”) chose a virtual meeting format for the Special Meeting in an effort to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of November 16, 2025 (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Sword Purchaser, LLC, a Delaware limited liability company (“Parent”), Sword Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Sealed Air, (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Sealed Air’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Parent and Merger Sub are affiliated with Clayton, Dubilier & Rice, LLC, a leading U.S. based private equity investment firm (“CD&R”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Sealed Air and the separate corporate existence of Merger Sub will cease, with Sealed Air continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $42.15 in cash, without interest, less any applicable withholding taxes, for each share of Sealed Air common stock, par value $0.10 per share (“Sealed Air common stock”) that you own, unless you have properly and validly exercised and have not withdrawn your appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware.

The Board of Directors, after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that the Merger and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Sealed Air and the Sealed Air Stockholders; (ii) approved the Merger Agreement in all respects; (iii) directed that the Merger Agreement be submitted to the Sealed Air Stockholders for adoption; and (iv) recommended to the Sealed Air Stockholders that they vote for the adoption of the Merger Agreement. The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the shares of Sealed Air common stock outstanding and entitled to vote thereon as of the close of business on the Record Date (as defined in the section of this proxy statement captioned “Summary—Required Stockholder Approval”).

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call (877) 456-3442 (toll-free from the U.S. and Canada)

or +1 (412) 232-3651 (from other countries)

Banks and Brokers may call collect: (212) 750-5833

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

/s/ Henry R. Keizer

Henry R. Keizer

Chair of the Board of Directors

The accompanying proxy statement is dated [ ], 2026 and, together with the enclosed form of proxy card, is first being mailed on or about [ ], 2026.

Sealed Air Corporation

2415 Cascade Pointe Boulevard

Charlotte, NC 28208

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON [ ], 2026

Notice is hereby given that a special meeting of stockholders (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of Sealed Air Corporation, a Delaware corporation (“Sealed Air”), will be held on [     ], 2026 at [  ] [a.m.][p.m.], Eastern time. Sealed Air will hold the Special Meeting virtually via the Internet at [     ]. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

(1) To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of November 16, 2025 (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Sword Purchaser, LLC, a Delaware limited liability company (“Parent”), Sword Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Sealed Air. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Sealed Air and the separate corporate existence of Merger Sub will cease, with Sealed Air continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Parent;

(2) To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Sealed Air’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and

(3) To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Only holders of Sealed Air common stock (“Sealed Air Stockholders”) of record as of the close of business on [     ], 2026, are entitled to notice of the Special Meeting and to vote at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Whether or not you plan to attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the adoption of the Merger Agreement, “FOR,” on an advisory (non-binding) basis, the Compensation Proposal and “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

By Order of the Board of Directors,

/s/ Stefanie M. Holland

Stefanie M. Holland

Vice President, General Counsel and Secretary

Charlotte, North Carolina

Dated: [     ], 2026

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a Sealed Air Stockholder of record, voting in person by virtual ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote by virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or the adjournment proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Sealed Air common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call (877) 456-3442 (toll-free from the U.S. and Canada)

or +1 (412) 232-3651 (from other countries)

Banks and Brokers may call collect: (212) 750-5833

TABLE OF CONTENTS

 

SUMMARY			1
Parties Involved in the Merger			1
The Merger			2
Merger Consideration			2
Material U.S. Federal Income Tax Consequences of the Merger			4
Appraisal Rights			5
Regulatory Approvals Required for the Merger			6
Closing Conditions			6
Financing of the Merger			7
Required Stockholder Approval			8
The Special Meeting			8
Recommendation of the Board of Directors			9
Opinion of Evercore Group L.L.C.			9
Interests of Sealed Air’s Directors and Executive Officers in the Merger			10
Alternative Acquisition Proposals			10
Termination of the Merger Agreement			12
Effect on Sealed Air if the Merger Is Not Completed			12
QUESTIONS AND ANSWERS			13
FORWARD-LOOKING STATEMENTS			20
THE SPECIAL MEETING			22
Date, Time and Place			22
Purpose of the Special Meeting			22
Record Date; Outstanding Shares; Quorum			22
Attending the Meeting			22
Vote Required; Abstentions and Broker Non-Votes			22
Stock Ownership and Interests of Certain Persons			23
Revocability of Proxies			23
Board of Directors’ Recommendation			24
Voting of Proxies			24
Solicitation of Proxies			25
Anticipated Date of Completion of the Merger			25
Appraisal Rights			25
Delisting and Deregistration of Sealed Air Common Stock			26
Other Matters			26
Householding of Special Meeting Materials			26
Questions and Additional Information			26
THE MERGER			27
Parties Involved in the Merger			27
Effect of the Merger			28
Effect on Sealed Air If the Merger Is Not Completed			28
Merger Consideration			28
Background of the Merger			29
Recommendation of the Board of Directors and Reasons for the Merger			42
Opinion of Evercore Group L.L.C.			47
Management Projections			57
Interests of Executive Officers and Directors of Sealed Air in the Merger			59
Golden Parachute Compensation			66
Financing of the Merger			69
Closing and Effective Time			71
Appraisal Rights			71

 

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Accounting Treatment			76
Material U.S. Federal Income Tax Consequences of the Merger			76
Regulatory Approvals Required for the Merger			80
PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT			81
Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws			81
Closing and Effective Time			82
Merger Consideration			83
Exchange and Payment Procedures			84
Representations and Warranties			85
Conduct of Business Pending the Merger			89
The “Go-Shop” Period—Solicitation of Other Offers			91
The “No-Shop” Period—No Solicitation of Other Offers			93
The Board of Directors’ Recommendation; Adverse Recommendation Change			94
Employee Benefits			96
Cooperation with Debt Financing			97
Treatment of Certain Indebtedness			99
Indemnification and Insurance			100
Other Covenants			101
Conditions to the Closing of the Merger			101
Termination of the Merger Agreement			103
Termination Fees			104
Specific Performance			105
Limitations of Liability			106
Fees and Expenses			106
Amendment and Waiver			107
Governing Law			107
Vote Required and Board of Directors Recommendation			107
PROPOSAL 2: THE SEALED AIR COMPENSATION PROPOSAL			108
Vote Required and Board of Directors Recommendation			108
PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING			109
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			110
FUTURE STOCKHOLDER PROPOSALS			112
WHERE YOU CAN FIND MORE INFORMATION			113
MISCELLANEOUS			115

 

ANNEX A		AGREEMENT AND PLAN OF MERGER		A-1
ANNEX B		OPINION OF EVERCORE GROUP L.L.C.		B-1
ANNEX C		SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE		C-1

 

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.”

 

Q.	Why am I receiving this proxy statement?

 

A.	You are receiving this proxy statement in connection with the solicitation of proxies by Sealed Air in favor of the proposal to adopt the Merger Agreement and the other matters to be voted at the Special Meeting.

 

Q.	When and where is the Special Meeting?

 

A.

The Special Meeting will be held on [     ], 2026, at [  ] [a.m.][p.m.], Eastern time. Sealed Air will hold the Special Meeting virtually via the Internet at [     ]. After consideration of the appropriate format of the Special Meeting, the Board of Directors chose a virtual meeting format for the Special Meeting in an effort to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. You will not be able to attend the Special Meeting physically in person.

 

Q.	What am I being asked to vote on at the Special Meeting?

 

A.	You are being asked to vote on the following proposals:

 

•

to adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Sealed Air, and Sealed Air will become a wholly owned subsidiary of Parent;

 

•

to approve, on an advisory (non-binding) basis, the Compensation Proposal; and

 

•

to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

 

Q.	Who is entitled to vote at the Special Meeting?

 

A.

Stockholders as of the close of business on the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. Each holder of Sealed Air common stock shall be entitled to cast one (1) vote on each matter properly brought before the Special Meeting for each such share owned at the close of business on the Record Date.

 

Q.	May I attend the Special Meeting virtually and vote?

 

A.

If you are a stockholder of record, you may attend the Special Meeting virtually via the Internet at the virtual meeting website on [     ], 2026 and complete a virtual ballot, whether or not you sign and return your proxy card. If you are a stockholder of record, you will need your assigned 16-digit control number to vote shares electronically at the Special Meeting. The control number can be found on the proxy card, voting instruction form, or other applicable proxy notices.

Even if you plan to attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid

 

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reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and complete a virtual ballot, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

 

Q.	What will I receive if the Merger is completed?

 

A.

Upon completion of the Merger, you will be entitled to receive the Merger Consideration of $42.15 in cash, without interest, less any applicable withholding taxes, for each share of Sealed Air common stock that you own, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL. For example, if you own 100 shares of Sealed Air common stock and do not exercise appraisal rights, you will receive $4,215 in cash in exchange for your shares of Sealed Air common stock, less any applicable withholding taxes. Following the Merger, your shares of Sealed Air common stock will be cancelled and represent only the right to receive the Merger Consideration and you will not own shares in Sealed Air or the Surviving Corporation, which will be a wholly-owned subsidiary of Parent following the Merger.

 

Q.	What vote is required to adopt the Merger Agreement?

 

A.	The affirmative vote of the holders of at least a majority of the outstanding shares of Sealed Air common stock as of the close of business on the Record Date is required to adopt the Merger Agreement.

If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote in person by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Each “broker non-vote” will also have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

 

Q.	What happens if the Merger is not completed?

 

A.

If the Merger Agreement is not adopted by Sealed Air Stockholders or if the Merger is not completed for any other reason, Sealed Air Stockholders will not receive any payment for their shares of Sealed Air common stock. Instead, Sealed Air will remain an independent public company, Sealed Air common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

Under specified circumstances, Sealed Air will be required to pay Parent the Company Termination Fee of $205,108,189 (or of $94,665,318 if termination had occurred before, and Sealed Air had entered into an Alternative Acquisition Agreement with a third party before, the No-Shop Period Start Date (or, with

 

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respect to an Excluded Party, prior to the Cut-Off Time)), upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees.”

 

Q.	Why are the stockholders being asked to cast an advisory (non-binding) vote to approve the Compensation Proposal?

 

A.

In accordance with the rules promulgated under Section 14A of the Exchange Act, Sealed Air is providing you with the opportunity to cast a non-binding, advisory vote on the Compensation Proposal with respect to certain payments that could become payable to its named executive officers in connection with the Merger.

 

Q.	What vote is required to approve the Compensation Proposal?

 

A.	The vote of the holders of a majority of the voting power of the Sealed Air common stock present in person or represented by proxy at the Special Meeting and entitled to vote is required for approval of the Compensation Proposal.

If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will not have any effect on the Compensation Proposal. If you abstain from voting, that abstention will have the same effect as if you had voted “AGAINST” the Compensation Proposal. Each “broker non vote” will have no effect on the Compensation Proposal. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

 

Q.	What will happen if the stockholders do not approve the Compensation Proposal at the Special Meeting?

 

A.

Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Sealed Air or Parent. Therefore, if the other requisite stockholder approvals are obtained and the Merger is completed, the amounts payable under the Compensation Proposal will continue to be payable to Sealed Air’s named executive officers in accordance with the terms and conditions of the applicable agreements.

 

Q.	What do I need to do now?

 

A.

You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card), so that your shares can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares.

 

Q.	Should I surrender my shares now?

 

A.	No. After the Merger is completed, the paying agent will send each holder of record a letter of transmittal and written instructions that explain how to exchange shares of Sealed Air common stock represented by such holder’s certificates or book-entry shares for merger consideration.

 

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Q.	What happens if I sell or otherwise transfer my shares of Sealed Air common stock after the Record Date but before the Special Meeting?

 

A.

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Sealed Air common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Sealed Air in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you plan to sell or otherwise transfer your shares of Sealed Air common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).

 

Q.	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A.

If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions (“Broadridge”), you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by Sealed Air.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Sealed Air common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

 

Q.	How may I vote?

 

A.	If you are a stockholder of record (that is, if your shares of Sealed Air common stock are registered in your name with Broadridge, our transfer agent), there are four (4) ways to vote:

 

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by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope;

 

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by visiting the Internet at the address on your proxy card;

 

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by calling toll-free (within the U.S. or Canada) at the phone number on your proxy card; or

 

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by attending the Special Meeting virtually via the Internet at the virtual meeting website and completing a virtual ballot.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Sealed Air common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares of Sealed Air common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of Sealed Air common stock in person by virtual ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by virtual ballot, your previous vote by proxy will not be counted.

 

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If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

 

Q.	If my broker holds my shares in “street name,” will my broker vote my shares for me?

 

A.

No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted against adoption of the Merger Agreement but will have no effect on the Compensation Proposal or the adjournment proposal.

 

Q.	May I change my vote after I have mailed my signed and dated proxy card?

 

A.	Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

 

•

signing another proxy card with a later date and returning it to us prior to the Special Meeting;

 

•

submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

 

•

delivering a written notice of revocation to the Secretary of Sealed Air; or

 

•

attending the Special Meeting virtually via the Internet at the virtual meeting website and completing a virtual ballot.

If you hold your shares of Sealed Air common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

 

Q.	What is a proxy?

 

A.

A proxy is your legal designation of another person to vote your shares of Sealed Air common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Sealed Air common stock is called a “proxy card.” Dustin Semach, our President and Chief Executive Officer, Stefanie Holland, our Vice President, General Counsel and Secretary, and Henry Keizer, our Chair of the Board of Directors, or any of them, are the proxy holders for the Special Meeting, each with full power of substitution and re-substitution.

 

Q.	If a stockholder gives a proxy, how are the shares voted?

 

A.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3)

 

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“FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

 

Q.	What should I do if I receive more than one set of voting materials?

 

A.	Please sign, date and return (or grant your proxy electronically over the Internet or by telephone using the instructions provided in the enclosed proxy card) each proxy card and voting instruction card that you receive.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

 

Q.	Where can I find the voting results of the Special Meeting?

 

A.

Sealed Air intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that Sealed Air files with the SEC are publicly available when filed. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.”

 

Q.	Will I be subject to U.S. federal income tax upon the exchange of Sealed Air common stock for cash pursuant to the Merger?

 

A.

If you are a U.S. Holder (as defined under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”), the exchange of Sealed Air common stock for cash pursuant to the Merger generally will require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash you received pursuant to the Merger and your adjusted tax basis in the shares of Sealed Air common stock surrendered pursuant to the Merger.

A Non-U.S. Holder (as defined under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Sealed Air common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States or Sealed Air is a United States real property holding corporation.

You should consult your own tax advisor to determine the U.S. federal income tax consequences of the Merger to you in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of certain U.S. federal income tax consequences of the Merger is provided under the caption “The Merger — Material U.S. Federal Income Tax Consequences of the Merger.”

 

Q.	What will the holders of Company Compensation Awards receive in the Merger?

 

A.

Each Company RSU Award that remains outstanding immediately prior to the Effective Time will automatically be cancelled and terminated at the Effective Time and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Sealed Air common stock underlying such Company RSU Award at the Effective Time and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company RSU Award, in each case, less any applicable withholding taxes, with such cash-based award subject to the terms and conditions applicable to the corresponding Company RSU Award (including time-based vesting conditions and terms related to the treatment upon termination of employment).

 

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Each Company PSU Award that remains outstanding immediately prior to the Effective Time will automatically be cancelled and terminated at the Effective Time and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Sealed Air common stock subject to such Company PSU Award, determined assuming that the applicable performance goals have been deemed to be achieved at the greater of target and actual level of performance as of the Closing Date, as determined by the Compensation Committee of the Board of Directors in its good faith and reasonable discretion in accordance with the terms of the applicable Company PSU Award agreement, and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company PSU Award, in each case, less any applicable withholding taxes, which cash-based award (x) that is received by former employees of Sealed Air or its subsidiaries who retired or terminated employment prior to the Effective Time shall become payable as of the Effective Time and shall be paid by Sealed Air or its applicable subsidiary no later than the second regularly scheduled payroll date following the Effective Time; and (y) that is received by any current employee or service provider of Sealed Air or its subsidiaries shall be subject to the same terms and conditions as are applicable to the corresponding Company PSU Award (including terms related to the treatment upon termination of employment) other than performance-based vesting conditions; however, the time-based vesting condition applicable to such cash-based award shall be a three year time-vesting requirement with one-third of such award vesting on each December 31 that would occur during the three-year performance period applicable to the corresponding Company PSU Award (and any portion of the Company PSU Award that would have vested prior to the Effective Time based on this schedule will become immediately vested as of the Effective Time).

Each Company DSU that remains outstanding immediately prior to the Effective Time will automatically be cancelled at the Effective Time and converted into a right to receive an amount in cash (without interest) equal to (i) the product of (A) the number of shares of Sealed Air common stock subject to such Company DSU as of the Effective Time and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company DSU, less any applicable taxes required to be withheld with respect to such payment, payable as promptly as practicable following the Closing Date.

 

Q.	When do you expect the Merger to be completed?

 

A.

We are working toward completing the Merger as quickly as possible after the Special Meeting and currently expect to complete the Merger in mid-2026. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, including the completion of a “Marketing Period” (as defined and further described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Closing and Effective Time”) for purposes of marketing the Debt Financing, many of which are outside of our control.

 

Q.	Who can help answer my questions?

 

A.	If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Sealed Air common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call (877) 456-3442 (toll-free from the U.S. and Canada)

or +1 (412) 232-3651 (from other countries)

Banks and Brokers may call collect: (212) 750-5833

You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the Merger, the Merger Agreement or other matters discussed in this proxy statement.

 

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FORWARD-LOOKING STATEMENTS

This proxy statement, and any document to which Sealed Air refers in this proxy statement, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended. These forward-looking statements are based on Sealed Air’s current expectations, estimates and projections about future events, which are subject to change.

Any statements as to the expected timing, completion and effects of the Merger or the transactions contemplated by the Merger Agreement or that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “aim,” “plan,” “believe,” “could,” “seek,” “see,” “should,” “will,” “may,” “would,” “might,” “considered,” “potential,” “predict,” “projection,” “estimate,” “forecast,” “continue,” “likely,” “target” or similar expressions. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties, assumptions and other important factors, many of which are outside Sealed Air’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements.

These risks, uncertainties, assumptions and other important factors that might materially affect such forward-looking statements include, but are not limited to:

 

•

the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Merger that could reduce anticipated benefits or cause the parties to abandon the Merger;

 

•

the possibility that the Sealed Air Stockholders may not approve the Merger;

 

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

 

•

the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the Merger in a timely manner or at all;

 

•

the failure by Parent and Merger Sub to obtain the Debt Financing on the terms set forth in the Debt Commitment Letter, or any difficulties of Parent in obtaining any necessary financing for the Merger, including as a result of uncertainty or adverse developments in the credit and capital markets or otherwise;

 

•

the risk of any litigation relating to the Merger;

 

•

the risk that the Merger and its announcement could have an adverse effect on the ability of Sealed Air to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on Sealed Air’s operating results and business generally;

 

•

the risk that the Merger and its announcement could have adverse effects on the market price of the Sealed Air common stock;

 

•

the possibility that the parties to the Merger may not achieve some or all of any anticipated benefits with respect to Sealed Air’s business and the Merger may not be completed in accordance with the parties’ expected plans or at all;

 

•

the risk that restrictions on Sealed Air’s conduct during the pendency of the Merger may impact Sealed Air’s ability to pursue certain business opportunities;

 

•

the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

 

20

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring Sealed Air to pay the Company Termination Fee;

 

•

the risk that Sealed Air’s stock price may decline significantly if the Merger is not consummated;

 

•

Sealed Air’s ability to raise capital and the terms of those financings;

 

•

the risk posed by legislative, regulatory and economic developments affecting Sealed Air’s business;

 

•

general economic and market developments and conditions, including with respect to federal monetary policy, federal trade policy, sanctions, export restrictions, interest rates, interchange rates, labor shortages, supply chain issues, changes in raw material pricing and availability, energy costs and environmental matters;

 

•

changes in consumer preferences and demand patterns that could adversely affect Sealed Air’s sales, profitability and productivity;

 

•

the effects of animal and food-related health issues on Sealed Air’s business; and

 

•

the other risk factors and cautionary statements described in Sealed Air’s Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and other documents filed by Sealed Air with the SEC.

The above list of factors is not exhaustive or necessarily in order of importance. These forward-looking statements speak only as of the date they are made, and Sealed Air does not undertake to, and specifically disclaims any obligation to, update any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

 

21

THE SPECIAL MEETING

You are receiving this proxy statement because the Board of Directors is soliciting your proxy to vote your shares at the Special Meeting with respect to the proposals described in this proxy statement. This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

Date, Time and Place

The Special Meeting will be held on [     ], 2026 at [  ] [a.m.][p.m.], Eastern time. Sealed Air will hold the special meeting virtually via the Internet at [     ], which we refer to as the virtual meeting website. After consideration of the appropriate format of the Special Meeting, the Board of Directors chose a virtual meeting format for the Special Meeting in an effort to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. You will not be able to attend the Special Meeting physically in person.

Purpose of the Special Meeting

At the Special Meeting, we will ask Sealed Air Stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record Date; Outstanding Shares; Quorum

Only holders of record of our common stock at the close of business on the Record Date, which is [     ], 2026, will be entitled to notice of and to vote at the Special Meeting. As of the close of business on the Record Date, there were [   ] shares of our common stock outstanding and entitled to vote, held of record by approximately [   ] stockholders.

Pursuant to our bylaws, the holders of a majority of the voting power of the then-outstanding shares of Sealed Air common stock entitled to vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. Each of our stockholders is entitled to one vote in person or by proxy for each share of Sealed Air common stock held by such stockholder. For at least ten days prior to the Special Meeting, a complete list of Sealed Air Stockholders entitled to vote at the Special Meeting will be available upon written request by any Sealed Air Stockholder for any purpose germane to the meeting. Requests should be sent to Sealed Air Corporation at [email protected]. The stockholder list will also be available during the Special Meeting for those with a control number on the virtual meeting website.

Attending the Meeting

Our Special Meeting will be a virtual meeting. To attend, go to [      ] and follow the instructions provided. You will need the control number printed on your Notice of Internet Availability of Proxy Materials or, if you requested paper materials, your proxy card, in order to join the meeting. We recommend you join the meeting 15 minutes before the meeting is scheduled to begin. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of at least a majority of the outstanding shares of Sealed Air common stock is required to adopt the Merger Agreement. As of the Record Date, [   ] votes constitute a majority of the outstanding shares of Sealed Air common stock. Adoption of the Merger Agreement by stockholders is a condition to the Closing.

 

22

The vote of the holders of a majority of the voting power of the Sealed Air common stock present in person or represented by proxy at the Special Meeting and entitled to vote is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the vote of a majority of the shares present in person or represented by proxy at the Special Meeting and entitled to vote.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement and “AGAINST” the proposal to approve, on an advisory (non-binding) basis, the Compensation Proposal. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Each “broker non-vote” will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Sealed Air does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of Sealed Air common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “against” the proposal to adopt the Merger Agreement.

Stock Ownership and Interests of Certain Persons

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [   ] shares of Sealed Air common stock, representing approximately [ ]% of the shares of Sealed Air common stock outstanding on the Record Date.

We currently expect that our directors and executive officers will vote all of their respective shares of Sealed Air common stock (1) “FOR” the adoption of the Merger Agreement, (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal, and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

 

•

signing another proxy card with a later date and returning it to us prior to the Special Meeting;

 

•

submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

 

23

•

delivering a written notice of revocation to the Secretary of Sealed Air; or

 

•

attending the Special Meeting virtually via the Internet at the virtual meeting website and completing a virtual ballot.

If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your prior proxy, provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of Sealed Air common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

The Board of Directors has unanimously (i) determined that the Merger and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Sealed Air and the Sealed Air Stockholders; (ii) approved the Merger Agreement in all respects; (iii) directed that the Merger Agreement be submitted to the Sealed Air Stockholders for adoption; and (iv) recommended to the Sealed Air Stockholders that they vote for the adoption of the Merger Agreement.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Voting of Proxies

If your shares are registered in your name with our transfer agent, Broadridge, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available and follow the instructions on the proxy card in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a virtual ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

 

24

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the Compensation Proposal or the adjournment proposal.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Sealed Air. We have retained Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $60,000 plus a success fee of $30,000 plus expenses. We will also indemnify Innisfree against losses arising out of its provision of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in mid-2026.

Appraisal Rights

If the Merger is consummated, stockholders who continuously hold shares of Sealed Air common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262. This means that holders or beneficial owners of shares of Sealed Air common stock who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Sealed Air common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any, (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to Sealed Air before the vote is taken on the adoption of the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of

 

25

the proposal to adopt the Merger Agreement; (iii) continue to hold your shares of Sealed Air common stock of record through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262. Your failure to follow exactly the procedures specified under Section 262 may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” which is qualified in its entirety by Section 262, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference.

Delisting and Deregistration of Sealed Air Common Stock

If the Merger is completed, the shares of Sealed Air common stock will be delisted from the NYSE and deregistered under the Exchange Act, and shares of Sealed Air common stock will no longer be publicly traded.

Other Matters

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of Sealed Air common stock will be voted in accordance with the discretion of the appointed proxy holders.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, please contact us using the instructions set forth below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a stockholder of record, you may contact us by (a) calling Shareholder Services at (704) 503-8841, (b) writing to Sealed Air at 2415 Cascade Pointe Boulevard, Charlotte, NC 28208 or (c) sending us an e-mail at [email protected]. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Sealed Air common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call (877) 456-3442 (toll-free from the U.S. and Canada)

or +1 (412) 232-3651 (from other countries)

Banks and Brokers may call collect: (212) 750-5833

 

26

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Sealed Air Corporation

2415 Cascade Pointe Boulevard

Charlotte, NC 28208

(980) 221-3235

Sealed Air is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. Sealed Air designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes. We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids and liquids, medical and life science e-commerce retail, logistics and omnichannel fulfillment operations, and industrials. Sealed Air’s portfolio of solutions includes leading brands such as CRYOVAC^® brand food packaging, LIQUIBOX^® brand liquids systems, SEALED AIR^® brand protective packaging, AUTOBAG^® brand automated packaging systems and BUBBLE WRAP^® brand packaging. In 2024, Sealed Air generated approximately $5.4 billion in net sales and had approximately 16,400 employees who served customers in 117 countries/territories.

Sealed Air common stock is listed on the NYSE under the symbol “SEE.”

Sword Purchaser, LLC

c/o Clayton, Dubilier & Rice, LLC

550 Madison Avenue, 32^nd Floor

New York, NY 10022

(212) 407-5200

Parent was formed on November 13, 2025 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the Equity Financing and Debt Financing in connection with the Merger.

Sword Merger Sub, Inc.

c/o Clayton, Dubilier & Rice, LLC

550 Madison Avenue, 32^nd Floor

New York, NY 10022

(212) 407-5200

Merger Sub is a wholly owned subsidiary of Parent and was formed on November 13, 2025 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the Equity Financing and Debt Financing in connection with the Merger.

Parent and Merger Sub are each subsidiaries of the CD&R Fund. At the Effective Time, the Surviving Corporation will be indirectly owned by the CD&R Fund.

 

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Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Sealed Air and the separate corporate existence of Merger Sub will cease, with Sealed Air continuing as the Surviving Corporation. As a result of the Merger, Sealed Air will become a wholly owned subsidiary of Parent, and Sealed Air common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, Sealed Air common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such other time as set forth in the certificate of merger).

Effect on Sealed Air If the Merger Is Not Completed

If the Merger Agreement is not adopted by Sealed Air Stockholders, or if the Merger is not completed for any other reason:

 

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the Sealed Air Stockholders will not be entitled to, nor will they receive, any payment for their respective shares of Sealed Air common stock pursuant to the Merger Agreement;

 

•

(a) Sealed Air will remain an independent public company; (b) Sealed Air common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (c) Sealed Air will continue to file periodic reports with the SEC;

 

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we anticipate that (a) management will operate the business in a manner similar to that in which it is being operated today and (b) Sealed Air Stockholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including, but not limited to, risks and uncertainties with respect to Sealed Air’s business, prospects and results of operations, as such may be affected by, among other things, the highly competitive industry in which Sealed Air operates and economic conditions;

 

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the price of Sealed Air common stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of Sealed Air common stock would return to the price at which it trades as of the date of this proxy statement;

 

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the Board of Directors will continue to evaluate and review Sealed Air’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate; irrespective of these efforts, it is possible that no other transaction acceptable to the Board of Directors will be offered or that Sealed Air’s business, prospects and results of operations will be adversely impacted; and

 

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under specified circumstances, Sealed Air will be required to pay Parent the Company Termination Fee of $205,108,189 (or of $94,665,318 if termination had occurred before, and Sealed Air had entered into an Alternative Acquisition Agreement with a third party before, the No-Shop Period Start Date (or, with respect to an Excluded Party, prior to the Cut-Off Time)), upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees.”

Merger Consideration

Sealed Air Common Stock

At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or Sealed Air or their respective stockholders, each share of Sealed Air common stock issued and outstanding immediately prior to the Effective Time (but excluding any Cancelled Shares and any Dissenting Shares) will be cancelled and extinguished and automatically converted into and will thereafter represent the right to receive the Merger Consideration of $42.15, payable to the holder thereof, without interest.

 

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After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Sealed Air common stock that you own (less any applicable withholding taxes), but you will no longer have any rights as a Sealed Air Stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”

Treatment of Company Compensation Awards

The Merger Agreement provides that each Company RSU Award that remains outstanding immediately prior to the Effective Time will automatically be cancelled and terminated at the Effective Time and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Sealed Air common stock underlying such Company RSU Award at the Effective Time and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company RSU Award, in each case, less any applicable withholding taxes, with such cash-based award subject to the terms and conditions applicable to the corresponding Company RSU Award (including time-based vesting conditions and terms related to the treatment upon termination of employment).

Each Company PSU Award that remains outstanding immediately prior to the Effective Time will automatically be cancelled and terminated at the Effective Time and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Sealed Air common stock subject to such Company PSU Award, determined assuming that the applicable performance goals have been deemed to be achieved at the greater of target and actual level of performance as of the last trading day immediately prior to the Closing Date, as determined by the Compensation Committee of the Board of Directors in its good faith and reasonable discretion in accordance with the terms of the applicable Company PSU Award agreement, and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company PSU Award, in each case, less any applicable withholding taxes, which cash-based award (x) that is received by former employees of Sealed Air or its subsidiaries who retired or terminated employment prior to the Effective Time shall become payable as of the Effective Time and shall be paid by Sealed Air or its applicable subsidiary no later than the second regularly scheduled payroll date following the Effective Time; and (y) that is received by any current employee or service provider of Sealed Air or its subsidiaries shall be subject to the same terms and conditions as are applicable to the corresponding Company PSU Award (including terms related to the treatment upon termination of employment) other than performance-based vesting conditions; however, the time-based vesting condition applicable to such cash-based award shall be a three year time-vesting requirement with one-third of such award vesting on each December 31 that would occur during the three-year performance period applicable to the corresponding Company PSU Award (and any portion of the Company PSU Award that would have vested prior to the Effective Time based on this schedule will become immediately vested as of the Effective Time).

Each Company DSU that remains outstanding immediately prior to the Effective Time will automatically be cancelled at the Effective Time and converted into a right to receive an amount in cash (without interest) equal to (i) the product of (A) the number of shares of Sealed Air common stock subject to such Company DSU as of the Effective Time and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company DSU, less any applicable taxes required to be withheld with respect to such payment, payable as promptly as practicable following the Closing Date.

Background of the Merger

For a variety of reasons, including industry-wide trends and weaker-than-expected execution relative to its peers, revenue and margin growth at Sealed Air declined during 2022 and turned negative in 2023. During 2023, at the request of the Board of Directors, Sealed Air management conducted a comprehensive strategic review and launched a transformation initiative focused on restoring underlying fundamentals in its core businesses by driving simplification, volume-growth, cost-effectiveness and enhanced productivity. In connection with that

 

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review, the Board of Directors asked management to conduct a preliminary analysis as to whether it would enhance value for Sealed Air Stockholders to separate the businesses included in Sealed Air’s Protective segment (referred to as the Protective business) (via sale or otherwise) from the business included in its Food segment business (referred to as the Food business). After that preliminary analysis, which did not include a review of separation costs, the Board of Directors concluded that, given the expected benefits of the pending transformation initiatives on the profitability of both the Food and Protective businesses, more value would likely be achieved for Sealed Air Stockholders by waiting until management made more progress in its transformation initiatives prior to pursuing a potential transaction involving the Protective business.

In October 2023, Sealed Air and its then-Chief Executive Officer mutually agreed that he would leave the Company, and the Board of Directors initiated a search for a new Chief Executive Officer. Dustin Semach, then-Chief Financial Officer, was appointed interim co-Chief Executive Officer and President in addition to his role as Chief Financial Officer.

Later in October 2023, the Chief Executive Officer of a publicly traded company in Sealed Air’s industry (“Company A”), was introduced to Henry Keizer, chair of the Board of Directors, and requested a meeting to discuss the potential benefits of a transaction between Company A and Sealed Air.

In November 2023, the Chief Executive Officer of Company A met with Mr. Keizer as well as Mr. Semach and Emile Chammas, Sealed Air’s then-interim co-Chief Executive Officer and Chief Operating Officer, to discuss the potential strategic benefits of a transaction between Company A and Sealed Air. No terms of any potential transaction were discussed.

In November 2023, at a regularly scheduled meeting of the Board of Directors, representatives of Evercore provided preliminary views on strategic alternatives available to Sealed Air based on publicly available information. Among other things, representatives of Evercore addressed at a high level a potential transaction with a publicly traded company in Sealed Air’s industry (“Company B”).

In December 2023, the Chief Executive Officer of Company B contacted Mr. Keizer to express interest in a potential transaction involving Sealed Air. The Chief Executive Officer of Company B mentioned that both companies had packaging businesses that could be combined in a transaction that may be potentially beneficial to both parties. No specific details were proposed at that time other than a general interest in exploring different potential transactions involving their respective businesses.

Also in December 2023, the Chief Executive Officer of Company A called Mr. Keizer in to express his continued interest in exploring a potential transaction between Company A and Sealed Air in a “merger of equals” structure without mentioning any terms.

During 2024, at the direction of the Board of Directors, management prioritized its commercial and operational activities on the Protective business, including seeking to hire a new general manager for the Protective business, cutting costs, streamlining operations and simplifying and enhancing product offerings. These activities occurred against the backdrop of a challenging environment for protective packaging products, including the continuation of a substantial multi-year reduction in protective product purchasing by one of the Protective business’ largest customers.

In late January and early February 2024, the Chief Executive Officer of Company A contacted Mr. Keizer to reiterate his interest in pursuing a merger of equals between Sealed Air and Company A without mentioning terms. Mr. Keizer told the Chief Executive Officer of Company A that if he sent a letter describing the transaction he was proposing, the Board of Directors would give it careful consideration.

Later in February 2024, the Chief Executive Officer of Company A sent a non-binding letter to Mr. Keizer proposing an all-stock “merger of equals” transaction pursuant to which Sealed Air Stockholders would receive a “nominal to 10%” premium in fixing the exchange ratio for shares in an all-stock transaction. Company A’s

 

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proposal included the possibility of consolidating operations in Charlotte, North Carolina, and a combined company board consisting of individuals from the boards of directors of Sealed Air and Company A. At a meeting of the Board of Directors later in February 2024, Mr. Keizer reviewed with the Board of Directors the key terms of the proposal and related materials sent by Company A, including the proposed all-stock consideration and up to 10% premium as well as the views Company A expressed regarding anticipated cost synergies and flexibility on management and governance issues. During that meeting, representatives of Evercore made a presentation and discussed strategic alternatives available to Sealed Air based on publicly available information. Among other things, representatives of Evercore discussed potential transactions with both Company A and Company B based on publicly available information and without referencing any terms proposed by either Company A or Company B. The Board of Directors discussed the potential strategic and financial benefits of a combination with Company A as well as risks associated with such a combination and, after soliciting views from management, discussed the feasibility of achieving the anticipated cost synergies and the likely reaction of customers, vendors and other stakeholders. The Board of Directors ultimately concluded, among other things, that Company A was facing challenges and had businesses with less attractive fundamentals than Sealed Air’s businesses, that the timing of Company A’s proposal was not opportune given that Sealed Air’s transformation activities had not yet been reflected in its financial performance and Sealed Air was still in the process of searching for a Chief Executive Officer, and that the proposed exchange ratio was not sufficiently compelling to warrant pursuing a transaction further. After the meeting, at the request of the Board of Directors, Mr. Keizer contacted the Chief Executive Officer of Company A by telephone to communicate the conclusions of the Board of Directors.

In March 2024, the Chief Executive Officer of Company A had another call with Mr. Keizer during which he indicated that Company A’s board of directors remained interested in a potential merger of equals and would be willing to increase the proposed exchange ratio premium for Sealed Air Stockholders up to 15% but would not move beyond that. Mr. Keizer indicated that he would share the substance of the conversation with the Board of Directors, but that he expected, based on the extensive consideration the Board of Directors had already given to the matter, that the proposed change in exchange ratio would not alter the views of the Board of Directors regarding its decision not to pursue the potential transaction with Company A. The Chief Executive Officer of Company A said he understood and indicated that Company A would take no further action regarding a transaction with Sealed Air unless they heard otherwise from Mr. Keizer.

In April 2024, the Chief Executive Officer of Company B called Mr. Keizer to reiterate the interest he had expressed in December 2023 and to propose a joint venture in which each company would contribute its respective protective business. The proposed joint venture would be owned equally by the parties with neither party controlling or consolidating the joint venture. The Chief Executive Officer of Company B indicated that he believed the timing would be opportune for Sealed Air given the fact that Sealed Air was still in the process of searching for a Chief Executive Officer. Mr. Keizer told the Chief Executive Officer of Company B that the Board of Directors would consider the proposal at its upcoming meeting in May 2024.

At a meeting of the Board of Directors in May 2024, the Board of Directors discussed the proposal from the Chief Executive Officer of Company B and noted a number of considerations, including the strategic and operational factors discussed in November 2023 and February 2024 as well as the fact that Sealed Air was expecting to hire a new leader for the Protective business, that the progress of the turnaround in the Protective business was encouraging but could benefit from another quarter or two of progress to support a higher valuation, that Sealed Air’s Chief Executive Officer search was not yet concluded and that pursuing a transaction of the complexity proposed by Company B would likely be a distraction to management as it pursued its transformation initiatives. At the same meeting of the Board of Directors in May 2024, Mr. Keizer also shared the substance of his conversation with the Chief Executive Officer of Company A and confirmed with the Board of Directors that the proposed change in terms did not alter their views reached in February 2024 regarding a potential merger of equals with Company A. After the meeting, at the request of the Board of Directors, Mr. Keizer contacted the Chief Executive Officer of Company B and communicated the conclusions of the Board of Directors.

 

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In May 2024, Howard Ungerleider, an operating advisor of CD&R, reached out to Mr. Keizer at the suggestion of Kevin Berryman, a member of the Board of Directors with whom Mr. Ungerleider was familiar based on prior interactions as a result of Mr. Ungerleider and Mr. Berryman holding senior positions at companies in the same industry, to express CD&R’s interest in a potential transaction involving the Protective business. Mr. Keizer told Mr. Ungerleider that the Board of Directors was still engaged in its previously-announced process of recruiting a Chief Executive Officer for Sealed Air and that any consideration of a transaction of that nature would need to wait until after a new Chief Executive Officer was appointed.

In June 2024, Sealed Air announced the hiring of Patrick Kivits as Chief Executive Officer of Sealed Air effective July 2024. In July 2024, another operating advisor of CD&R, David Scheible, contacted Mr. Keizer to reiterate CD&R’s interest in pursuing a potential transaction involving the Protective business. Mr. Keizer told Mr. Scheible that Mr. Kivits had only recently joined as Chief Executive Officer so would likely benefit from sufficient time to become acquainted with Sealed Air, but also said he would ask Mr. Kivits to consider a meeting with representatives of CD&R when his schedule permitted.

Mr. Kivits and Mr. Semach held a video call with Mr. Ungerleider and Robert Volpe, a partner of CD&R, in September 2024. At this call, Mr. Ungerleider and Mr. Volpe provided an overview of CD&R and its relevant experience, as well as CD&R’s perspective on the Protective business. During this call, Mr. Ungerleider said that CD&R would be interested in exploring a potential acquisition of the Protective business for cash. No other terms of a potential transaction were discussed. After the meeting, CD&R also provided the Company with a high priority information request list with respect to the Protective business.

During a meeting in mid-October 2024, the Board of Directors discussed the interest expressed by CD&R in the Protective business and the meeting with Mr. Ungerleider and Mr. Volpe in September 2024. Sealed Air entered into a confidentiality agreement with CD&R on November 6, 2024 relating to a potential transaction involving the Protective business. This confidentiality agreement contained a standstill provision (other than with respect to the potential transaction being discussed between Sealed Air and CD&R), effective for a period of eighteen months. After executing the confidentiality agreement, Sealed Air provided to CD&R high-level diligence information relating to the Protective business, in part in response to CD&R’s high priority information request list. Mr. Semach, who was then President and Chief Financial Officer, and Jo Yoonjong, head of business development at Sealed Air, led a brief diligence session at which Mr. Volpe, was present to address key business topics. Sealed Air retained Latham & Watkins LLP (“Latham”) as legal counsel and engaged consultants to conduct a tax basis analysis and a quality of earnings analysis on the Protective business.

In early December 2024, CD&R submitted a non-binding indication of interest for a potential acquisition of the Protective business at a valuation of between eight and nine times standalone adjusted EBITDA, which was expressed as an amount to be determined after conducting further diligence. No dollar ranges of value were provided.

At a meeting of the Board of Directors on December 12, 2024, management reviewed forecast assumptions for the Protective business and other key financial assumptions, including potential dis-synergies, transaction costs and tax costs associated with a possible sale of the Protective business. The Board of Directors concluded that the valuation proposed by CD&R, coupled with higher than anticipated tax costs, transaction costs and dis-synergies identified during preparation for discussions with CD&R, limited the attractiveness of a sale of the Protective business in its own right. The Board of Directors also discussed the anticipated valuation of the Food business on a standalone basis given the mature nature of its business as reflected by its average annual volume growth of approximately 1% over the past ten years as well as its exposure to challenges associated with the beef cattle cycle, regulatory developments and changes in consumer behavior. Those factors, among others, led the Board of Directors to conclude that management should not pursue a sale of the Protective business at that time and instead should focus efforts on continuing Sealed Air’s ongoing transformation initiatives.

In mid-December 2024, at the request of the Board of Directors, Mr. Semach informed Mr. Volpe that the Board of Directors did not find CD&R’s proposal sufficiently compelling to warrant further engagement at that time given its preliminary views regarding tax leakage, transaction costs and dis-synergies.

 

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On February 11, 2025, Mr. Volpe and Nate Sleeper, Chief Executive Officer of CD&R, met with Mr. Semach and Mr. Kivits in Charlotte, North Carolina to discuss general industry conditions. During this meeting, Mr. Volpe and Mr. Sleeper reiterated CD&R’s continuing interest in exploring a potential transaction involving the Protective business, though no specific pricing or deal terms were discussed. Mr. Semach and Mr. Kivits did not engage with Mr. Sleeper and Mr. Volpe on this topic, other than to note that the considerations conveyed in December 2024 continued to apply.

Later in February 2025, Mr. Semach was appointed Chief Executive Officer and President of Sealed Air. Shortly thereafter Mr. Volpe contacted Mr. Semach to congratulate him on his new role.

On February 18, 2025, during a meeting of the Board of Directors, representatives of Evercore provided an update to the Board of Directors regarding additional analyses conducted by management since December 2024 related to a potential sale of the Protective business. Representatives of Evercore also reviewed with the Board of Directors updated financial forecasts prepared by management for the Protective business.

Between mid-February and June 2025, representatives of two large financial sponsors (respectively, “Sponsor A” and “Sponsor B”) contacted Mr. Semach to express interest in potential transactions. A representative of Sponsor A expressed interest in a potential transaction involving the Protective business, and a representative of Sponsor B expressed interest in the Protective business as well as unspecified other potential transactions involving Sealed Air businesses. Neither Sponsor A nor Sponsor B specified any price or other terms, and neither expressed interest in acquiring Sealed Air as a whole.

In May 2025, Mr. Volpe called Mr. Semach to suggest they meet to discuss continuing interest CD&R had in exploring a transaction with Sealed Air.

On June 9, 2025, Mr. Volpe met with Mr. Semach in Charlotte, North Carolina, and during the course of the conversation Mr. Volpe said that CD&R would be interested in potentially exploring a variety of transactions with Sealed Air including not just the Protective business but also a broader range of transactions. No price or other transaction terms were discussed.

At an executive session of a meeting of the Board of Directors on July 16, 2025, Mr. Semach informed the Board of Directors of the statements made by Mr. Volpe as well as the interest expressed by representatives of Sponsor A and Sponsor B. At that meeting, the Board of Directors authorized Mr. Semach to continue engaging in exploratory dialogue with parties that contacted him and to continue sharing with the Board of Directors any credible indications of interest from potentially interested parties.

On August 7, 2025, Mr. Volpe met again with Mr. Semach in Charlotte, North Carolina, during which Mr. Volpe indicated that since their conversation in June he had discussed the matter with others at CD&R and confirmed that there was serious interest in pursuing a potential acquisition of all of Sealed Air in addition to CD&R’s previously-expressed interest in acquiring the Protective business. No price or timing was discussed.

On August 11, 2025, a representative of an activist investment firm (“Investor A”) contacted Mr. Semach indicating that Investor A was a significant stockholder in Sealed Air and requesting a meeting. After the market closed on August 14, 2025, Investor A filed a Form 13F with the SEC disclosing that it owned shares representing approximately 1.2% of Sealed Air common stock outstanding as of June 30, 2025. The closing price of Sealed Air common stock on August 14, 2025 was $29.84 per share.

On August 17, 2025, the Board of Directors met to discuss the conversation Mr. Semach had with Mr. Volpe of CD&R on August 7, 2025, as well as the outreach and public ownership filing by Investor A. At that meeting, the Board of Directors authorized Mr. Keizer to meet with Mr. Volpe and other members of senior leadership at CD&R to attempt to gauge the seriousness of CD&R’s interest.

 

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On August 19, 2025, Mr. Keizer met with Mr. Volpe and Mr. Sleeper at CD&R’s offices in New York, New York. During this meeting, Mr. Sleeper and Mr. Volpe expressed strong interest in an acquisition of Sealed Air. No price was discussed. Mr. Keizer told Mr. Sleeper and Mr. Volpe that, if CD&R was interested in pursuing a transaction, they should express that interest in writing and the Board of Directors would discuss it. Mr. Keizer also indicated that any future communications regarding a potential acquisition should be conducted directly with the Board of Directors. During that meeting Mr. Sleeper also explained that a CD&R portfolio company owned a significant ownership stake in the general partner of Investor A, but that CD&R had no role in or non-public information regarding the activities of Investor A. Mr. Sleeper and Mr. Volpe indicated that they learned of Investor A’s recent ownership stake in Sealed Air only after the Form 13F was filed with the SEC on August 14, 2025.

On August 21, 2025, at the request of the Company, CD&R sent a written non-binding indication of interest to Mr. Keizer proposing to acquire all of the outstanding Sealed Air common stock for $38.50 per share in cash (the “August 21 CD&R Indication of Interest”). CD&R indicated that the August 21 CD&R Indication of Interest was based on a review of publicly filed documents. The August 21 CD&R Indication of Interest also requested certain diligence information, including updated financial projections and detailed segment-level historical information. The August 21 CD&R Indication of Interest indicated that CD&R would agree to a “go-shop” period in any definitive transaction agreement and believed it could complete diligence and negotiations within 60 days. The August 21 CD&R Indication of Interest was not contingent on the retention of any member of management.

On August 24, 2025, the Board of Directors met to consider the August 21 CD&R Indication of Interest. At the request of Mr. Keizer, a representative of Latham was present to advise the Board of Directors on its fiduciary duties. At the meeting, the Board of Directors determined to retain one or more financial advisors. The Board of Directors had met representatives of Evercore on multiple occasions since 2023, was aware of Evercore’s experience advising on packaging industry transactions as well as advising public companies in connection with acquisition proposals and had reviewed conflicts disclosure from Evercore in relation to CD&R and its affiliates. Mr. Semach reminded the Board of Directors that they had also met representatives of another well-known investment banking firm and described meetings he had conducted with representatives of six other well-known investment banking advisors in recent months. After discussing the respective qualifications of various firms and the conflicts disclosure from Evercore, the Board of Directors determined to retain Evercore to advise Sealed Air in connection with its evaluation of a potential sale of Sealed Air given its familiarity with Sealed Air’s businesses as well as its experience advising on packaging industry transactions and in advising public companies in connection with acquisition proposals. The Board of Directors then scheduled a follow-up meeting to be held on August 29, 2025 to consider the August 21 CD&R Indication of Interest in more detail with Evercore present. The Board of Directors also considered, if it determined to engage with CD&R, whether engaging in discussions with other potentially interested parties at the same time would be likely to maximize value for Sealed Air Stockholders. During the meeting Mr. Keizer shared with the Board of Directors the information CD&R had provided about CD&R’s ownership interest in Investor A.

On August 29, 2025, the Board of Directors met, with representatives of Evercore and Latham present, to discuss the August 21 CD&R Indication of Interest. A representative of Latham provided the Board of Directors with an overview of its fiduciary duties as directors in the context of an acquisition proposal. Based on a preliminary assessment of the financial projections presented to the Board of Directors in May 2025 and adjusted in June to incorporate management’s latest 2025 re-forecast based on actual results through May 2025 and corresponding revisions in outer years, Evercore provided a preliminary analysis of the August 21 CD&R Indication of Interest against other alternatives reasonably available to Sealed Air, including remaining as a standalone company and separating its Food and Protective businesses via a potential sale of its Protective business. The Board of Directors asked management to prepare more updated financial projections that reflected the progress made in its transformation activities since the June updates to the financial projections prepared for the Board of Directors in May 2025 in order to permit the Board of Directors and Evercore to refine their analysis of the August 21 CD&R Indication of Interest against Sealed Air’s most recent prospects as a standalone

 

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company. The Board of Directors also considered and discussed whether to instruct Evercore to reach out to other potentially interested parties while management was preparing updated financial projections. Evercore reviewed on a preliminary basis the financial sponsors and strategic companies it believed might be interested and capable of engaging in a transaction to acquire Sealed Air. The Board of Directors determined that, due to the risk of leaks, and the potential detrimental impact that could have on Sealed Air’s business, it would not be in the best interests of Sealed Air Stockholders to reach out to other parties before determining how best to respond to the August 21 CD&R Indication of Interest.

Between August 29 and September 18, 2025, Sealed Air management prepared updated long-range financial projections for Sealed Air as requested by the Board of Directors. For more information, please see the section of this proxy statement captioned “—Management Projections.”

On September 18, 2025, the Board of Directors met, with representatives of Evercore and Latham present, to review preliminary updated long-range financial projections prepared by management at the request of the Board of Directors. During the meeting, the Board of Directors reviewed preliminary financial projections based on alternative assumptions regarding, among other things, the timing and extent of anticipated cost reduction and revenue growth initiatives. Representatives of Evercore provided the Board of Directors with a preliminary analysis of valuation considerations resulting from different assumptions regarding the timing and extent of anticipated cost reduction and revenue growth initiatives. The Board of Directors provided feedback to management regarding the assumptions that the Board of Directors believed management should reflect in the financial projections to be provided to CD&R as part of its financial due diligence and to Evercore for purposes of informing its financial analyses and fairness opinion. The Board of Directors considered in detail various assumptions regarding the timing and extent of management’s execution of planned transformation initiatives and their impact on projected financial results and, after discussion, requested management to finalize the long-range financial projections to reflect assumptions substantially consistent with more fully realized near-term execution of planned transformation initiatives for purposes of sharing with CD&R. The Board of Directors again considered whether to solicit interest from other parties. The Board of Directors noted that the recent market speculation in connection with Investor A’s ownership coupled with the pace of transformation activities and leadership changes created significant risks to Sealed Air’s relationships with its customers as well as employee morale and that as a result, any leaks could have a significant adverse impact on Sealed Air’s businesses. After reviewing with representatives of Evercore the parties with the capacity and potential interest to engage in a transaction of this magnitude, the Board of Directors determined that exposing Sealed Air to the enhanced risk of a leak associated with engaging with multiple parties was not in the best interests of Sealed Air Stockholders given what the Board of Directors believed to be the low likelihood that a potentially interested party would be interested in engaging seriously at a more attractive valuation than CD&R and the fact that the August 21 CD&R Indication of Interest already established that there would be a post-announcement “go-shop” period that would offer sufficient opportunity to solicit interest from other potentially interested parties. The Board of Directors instructed Evercore to communicate to CD&R that the August 21 CD&R Indication of Interest was inadequate but that the Board of Directors had authorized management to share financial projections and to provide limited additional information in the form of a management presentation to CD&R in order to assist CD&R in increasing its proposed price. The Management Projections were provided to Evercore for its use and reliance in connection with its financial analyses and opinion (as further discussed in the section of this proxy statement captioned “—Opinion of Evercore Group L.L.C.”), as well as to CD&R prior to signing the Merger Agreement and to each of the other potential transaction counterparties that entered into confidentiality agreements during the Go-Shop Period.

On September 22, 2025, the Chief Executive Officer of Company B reached out to Mr. Semach to suggest a meeting while they were both attending an industry conference in Las Vegas, Nevada on September 29, 2025.

On September 23, 2025, representatives of Evercore contacted Mr. Volpe by telephone as instructed by the Board of Directors. Later on September 23, 2025, Evercore sent materials containing financial projections prepared by Sealed Air management to CD&R in accordance with the instructions of the Board of Directors. These projections are referred to as the “Management Projections” in this proxy statement.

 

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On September 28, 2025, Mr. Semach and other members of senior management of Sealed Air, including Kristen Actis-Grande, Chief Financial Officer, delivered a management presentation to representatives of CD&R, which included a detailed discussion of the Management Projections.

On September 29, 2025, the Chief Executive Officer of Company B met with Mr. Semach in Las Vegas, Nevada. He told Mr. Semach that he was aware of Investor A’s investment and that Company B would be willing to explore an acquisition of Sealed Air if that were of interest to the Board of Directors. The Chief Executive Officer of Company B said that due to the significant increase in the price of Sealed Air common stock over the past six weeks, the transaction he envisioned would be at a “modest” premium to the current market price that would consist mainly of Company B shares together with some cash. No price or exchange ratio was discussed. The closing price of Sealed Air common stock on September 29, 2025 was $35.10 per share. The Chief Executive Officer of Company B indicated that he was only interested in a friendly transaction. During the conversation the Chief Executive Officer of Company B mentioned his age to Mr. Semach, indicated that Company B was considering succession planning and said that he believed there would be opportunities in the combined company for Mr. Semach and other senior members of Sealed Air management.

On October 10, 2025, at the request of the Company, CD&R sent a revised non-binding indication of interest in writing to Mr. Keizer proposing an acquisition of all outstanding equity of Sealed Air for $40.75 per share in cash (the “October 10 CD&R Indication of Interest”). The October 10 CD&R Indication of Interest was not contingent on retention of any member of management and included a request for exclusivity. The October 10 CD&R Indication of Interest indicated and reiterated that (i) CD&R would have the opportunity to complete confirmatory due diligence and negotiate definitive agreements within 30 days and (ii) CD&R was willing to agree to a go-shop provision.

On October 15 and 16, 2025, during previously scheduled meetings, the Board of Directors met in person, with representatives of Evercore and Latham present, to discuss the October 10 CD&R Indication of Interest and the indication of interest provided verbally to Mr. Semach from the Chief Executive Officer of Company B. Representatives of Evercore provided the Board of Directors with its preliminary financial analysis of Sealed Air on a standalone basis using the Management Projections as well as various other scenarios including a sale of the Protective business and a potential transaction with Company B involving cash and stock consideration. After substantial discussion, the Board of Directors instructed Evercore to respond to CD&R encouraging them to submit a revised proposal of at least $44.00 per share in cash. The Board of Directors engaged in extensive discussion regarding the pros and cons of outreach to other potentially interested financial sponsors and to engaging in discussions with Company B. The Board of Directors reviewed in detail with Evercore various assumptions regarding a potential cash and stock combination with Company B. The Board of Directors noted the limited anticipated synergies from combining Sealed Air and Company B and the fact that Sealed Air Stockholders would receive a substantial portion of their value in Company B shares, which would require considerable reverse due diligence of Company B. The Board of Directors also took note of the recent acquisition of Company A in a transaction similar to the one proposed by the Chief Executive Officer of Company B and the fact that the share price of the buyer of Company A had decreased by more than 20% since the announcement of that transaction. The Board of Directors also noted that Company B would, based on its Chief Executive Officer’s proposal from a year earlier, likely seek to divest the combined protective businesses, which would involve significant tax costs which may not have been anticipated by the Chief Executive Officer of Company B when he spoke to Mr. Semach. The Board of Directors discussed the fact that it was not clear if the board of directors of Company B would ultimately support a transaction with Sealed Air for the same reasons, and that in order to propose a transaction that did not require Company B stockholder approval, the combined company would need to be highly leveraged after closing. The Board of Directors also discussed concerns that it would take significant Sealed Air management time to pursue a transaction with Company B, which could distract Sealed Air management from value-enhancing activities that the Board of Directors believed would have a higher likelihood of realization, including preparation for due diligence discussions with CD&R and continued transformation initiatives. The Board of Directors also reviewed with representatives of Evercore the share price performance of Sealed Air against its industry peers since the public disclosure of Investor A’s investment, the

 

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present value of potential future share price performance assuming successful management execution on its more fully realized transformation assumptions as well as the potential impact on Sealed Air’s share price if Sealed Air failed to meet investor expectations regarding its transformation initiatives or potential value-enhancing transactions. The Board of Directors reviewed the challenges and risks that Sealed Air has faced, and would likely continue to face, if it remained a standalone public company, including, among others, the highly competitive nature of the industries in which Sealed Air operates, the macro-economic environment and its impact on consumer behavior, the beef cattle cycles to which Sealed Air’s Food business is exposed, and the ability of Sealed Air to execute on its current turnaround initiatives as well as its longer-term strategies. Based on that discussion, and the fact that the October 10 CD&R Indication of Interest continued to be clear that there would be a post-announcement “go-shop” period that would offer sufficient opportunity to solicit and consider interest from any realistic interested parties, the Board of Directors instructed Mr. Semach not to respond to the Chief Executive Officer of Company B and instructed Evercore to limit its interaction to CD&R for the time being.

On October 17, 2025, representatives of Evercore contacted Mr. Volpe by telephone to convey the feedback of the Board of Directors regarding the October 10 CD&R Indication of Interest.

On October 20, 2025, Mr. Volpe of CD&R verbally told representatives of Evercore that CD&R was prepared to raise its price to $41.50 per share (the “October 20 CD&R Indication of Interest”).

Later on October 20, 2025, the Board of Directors met, with representatives of Evercore and Latham present, to discuss the October 20 CD&R Indication of Interest. After discussion, the Board of Directors instructed Evercore to respond encouraging CD&R to offer no less than $43.00 per share. That evening representatives of Evercore contacted Mr. Volpe by telephone to convey the feedback of the Board of Directors.

On October 21, 2025, Mr. Volpe contacted representatives of Evercore to indicate that CD&R was prepared to raise its price to $42.00 per share as its best and final proposal contingent on receiving a 30-day period of exclusivity to complete diligence and negotiations (the “October 21 CD&R Indication of Interest”).

Later on October 21, 2025, the Board of Directors met, with representatives of Evercore and Latham present, to discuss the October 21 CD&R Indication of Interest. After discussion, the Board of Directors authorized Mr. Keizer and Anthony Allott, chair of the Nominating and Corporate Governance Committee of the Board of Directors, to contact Mr. Volpe directly to request CD&R to raise its price above $42.00 per share and authorized Sealed Air to agree to grant a 30-day period of exclusivity if CD&R did so. The Board of Directors determined to authorize a 30-day period of exclusivity based on its views regarding the risk of leak associated with involving other parties and the fact that there would be a “go-shop” period after announcement that would offer sufficient opportunity to solicit and consider interest from any realistic interested parties, including other financial sponsors and Company B.

On October 22, 2025, Mr. Keizer and Mr. Allott spoke with Mr. Volpe and asked CD&R to increase the price per share above $42.00 per share. Shortly thereafter, Mr. Volpe contacted Mr. Keizer to indicate that CD&R would agree to pay $42.15 per share in cash contingent on Sealed Air agreeing to a 30-day period of exclusivity to complete diligence and negotiations.

On October 23, 2025, Sealed Air entered into a 30-day exclusivity agreement with CD&R.

On October 25, 2025, Sealed Air made available a virtual data room to representatives of CD&R and its financial and legal advisors.

On October 29, 2025, Mr. Semach, Ms. Actis-Grande and other members of management and business unit leaders hosted a management presentation with representatives of CD&R in Charlotte, North Carolina.

Between October 29 and November 11, 2025, Sealed Air management and representatives of CD&R held a series of due diligence meetings.

 

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On October 31, 2025, the Board of Directors met, with representatives of Latham present, to discuss the terms that should be included in the draft Merger Agreement. Representatives of Latham briefed the Board of Directors on key terms of the draft Merger Agreement and received instructions on the terms to include in the initial draft of the Merger Agreement. Representatives of Latham discussed potential counterproposals on key terms and received guidance from the Board of Directors regarding acceptable compromise positions. Representatives of Latham reflected the Board of Directors’ input in the draft Merger Agreement that was sent later that day to representatives of Kirkland & Ellis, legal counsel to CD&R (“Kirkland”). As requested by the Board of Directors, the draft Merger Agreement provided for a 45-day “go-shop” period, a termination fee payable by Sealed Air to CD&R of 1% of Sealed Air’s equity value for a transaction executed prior to the vote of Sealed Air Stockholders with any Excluded Party that submitted a proposal that was determined to be reasonably likely to lead to a superior proposal during the “go-shop” period and of 2% of Sealed Air’s equity value for any proposal determined to be reasonably likely to lead to a superior proposal following the “go-shop” period, the continued payment of Sealed Air’s quarterly dividend between signing and closing, and a reverse termination fee equal to 10% of the equity value, among other terms.

Later on October 31, 2025, a senior executive of a large financial sponsor (“Sponsor C”) texted Mr. Semach to request a meeting in order to introduce Sponsor C’s packaging industry investment team to Mr. Semach. Given Sealed Air’s obligations under its 30-day exclusivity agreement with CD&R, Mr. Semach requested permission from CD&R to respond to Sponsor C.

On November 3, 2025, CD&R granted permission to Mr. Semach to schedule a meeting with Sponsor C to occur following the expiration of the 30-day exclusivity period, which Mr. Semach did later that day.

On November 7, 2025, a representative of CD&R informed Mr. Semach that CD&R’s diligence and financing activities were progressing well and that CD&R was now targeting November 18, 2025, to sign and announce a transaction. Later on November 7, 2025, representatives of Kirkland shared a revised draft of the Merger Agreement with representatives of Latham. The revised Merger Agreement provided for a 30-day “go-shop” period (with an additional 10-day period for a Superior Proposal submitted during the “go-shop” period) and a termination fee payable by Sealed Air to CD&R during the “go-shop” period of 2% of Sealed Air’s equity value and following the “go-shop” period of 3.75% of Sealed Air’s equity value, prohibited Sealed Air from continuing to pay its quarterly dividend between signing and closing, a reverse termination fee of 6% of the equity value, and included a concept extending the Cut-Off Time to ten days following the No-Shop Period Start Date for Excluded Parties, among other terms.

On November 11, 2025, representatives of Latham shared a revised draft of the Merger Agreement with representatives of Kirkland reflecting compromise terms previously discussed with the Board of Directors. The revised Merger Agreement provided for a 40-day “go-shop” period (but maintained the extended Excluded Party concept), a termination fee payable by Sealed Air to CD&R during the “go-shop” period of 1.25% of Sealed Air’s equity value and following the “go-shop” period of 2.5% of Sealed Air’s equity value and the continued payment of Sealed Air’s quarterly dividend between signing and closing, and a reverse termination fee of 8% of equity value, among other terms.

Following the close of trading on November 12, 2025, the Wall Street Journal reported that CD&R and Sealed Air were discussing a possible transaction. The closing price of Sealed Air common stock on November 12, 2025 was $36.38 per share.

On November 12, 2025, representatives of Latham and Kirkland met to discuss the transaction documents, and representatives of Kirkland conveyed to representatives of Latham that due to the Wall Street Journal report, CD&R was now targeting November 16, 2025 to finalize and approve transaction documentation and to announce a transaction before the market opened on November 17, 2025.

On November 13, 2025, representatives of Kirkland shared a revised draft of the Merger Agreement with representatives of Latham. The revised Merger Agreement provided for a 30-day “go-shop” period (with an

 

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additional 10-day period for a Superior Proposal submitted during the “go-shop” period) and a termination fee payable by Sealed Air to CD&R during the “go-shop” period of 1.85% of Sealed Air’s equity value and following the “go-shop” period of 3.65% of Sealed Air’s equity value, and prohibited Sealed Air from continuing to pay its quarterly dividend between signing and closing, and a reverse termination fee of 6.5% of equity value, among other terms. The closing price of Sealed Air common stock on November 13, 2025 was $42.50 per share.

On November 14, 2025, the Chief Executive Officer of Company B sent an e-mail to Mr. Semach referencing his conversation with Mr. Semach in September and his previous conversations with Mr. Keizer in 2023 and 2024, and expressing continued interest in a potential transaction with Sealed Air. The e-mail indicated that the Chief Executive Officer of Company B was now contemplating a transaction at a “meaningful premium” to Sealed Air’s “unaffected share price,” a “significant portion of the consideration in the form of cash” and “meaningful ownership in the combined company.” The e-mail also indicated that at announcement the parties would also announce a review of alternatives for their combined protective businesses with an intention of separating their respective food and protective businesses into separate companies. No price was included in the communication. Mr. Semach promptly shared the communication with the Board of Directors. Because the exclusivity agreement with CD&R had not yet expired, Mr. Semach did not respond to the Chief Executive Officer of Company B.

On November 15, 2025, representatives of Latham shared a revised draft of the Merger Agreement with representatives of Kirkland reflecting compromise positions discussed with Mr. Keizer and consistent with instructions previously provided by the Board of Directors. The revised Merger Agreement provided for a 30-day “go-shop” period (with an additional 20-day period for a Superior Proposal submitted during the “go-shop” period), a termination fee payable by Sealed Air to CD&R during the “go-shop” period of 1.25% of Sealed Air’s equity value following the “go-shop” period of 3.25% of Sealed Air’s equity value and the continued payment of Sealed Air’s quarterly dividend between signing and closing and a reverse termination fee equal to 8% of equity value, among other terms.

On November 15, 2025, representatives of Latham and Kirkland discussed the remaining open points in the Merger Agreement and agreed on a list of terms that would require a discussion between principals. Mr. Semach discussed the remaining open points on the Merger Agreement with Mr. Keizer and reviewed with Latham the open points and the instructions previously provided by the Board of Directors. Mr. Semach then spoke with Mr. Volpe in an effort to resolve the remaining open points in the Merger Agreement. After multiple discussions, Mr. Semach and Mr. Volpe resolved on a 30-day “go-shop” period (with an additional 15-day period for a Superior Proposal submitted during the “go-shop” period), a termination fee payable by Sealed Air to CD&R during the “go-shop” period of 1.5% of Sealed Air’s equity value and following the “go-shop” period of 3.25% of Sealed Air’s equity value and the continued payment of Sealed Air’s quarterly dividend between signing and closing and a reverse termination fee equal to 6.75% of equity value, among other terms.

Representatives of Latham and Kirkland finalized the Merger Agreement and other transaction documents, including the Equity Commitment Letter, the Debt Commitment Letter and the Guarantee, during the course of November 15 and 16, 2025.

On November 16, 2025, the Board of Directors met, with representatives of Latham and Evercore present. Representatives of Latham reminded the Board of Directors of its fiduciary duties as directors in the context of an acquisition proposal. Representatives of Evercore provided the Board of Directors with its financial analysis of the transaction with CD&R using the Management Projections, as the Board of Directors had previously requested. After providing conflict disclosures to the Board of Directors regarding Company B, representatives of Evercore also reviewed with the Board of Directors an analysis of a potential transaction with Company B on the terms described in the e-mail sent to Mr. Semach on November 14, 2025. The Board of Directors noted the lack of clarity regarding the size of the premium Company B would be willing to pay, the potential negative reaction of Company B stockholders to a transaction of this nature, the amount of cash that would be necessary to avoid a stockholder vote requirement for Company B as well as the lack of meaningful apparent cost synergies and considerable complexity and potential dis-synergies that could result from attempting to separate their

 

39

respective protective businesses while integrating their respective food businesses. Following discussion, representatives of Evercore rendered Evercore’s oral opinion, subsequently confirmed in writing by delivery of Evercore’s opinion, dated November 16, 2025, to the effect that, as of such date, and based upon and subject to the limitations, qualifications, assumptions and other matters set forth therein, the Merger Consideration to be received by the holders of Sealed Air common stock (other than holders of any Cancelled Shares or any Dissenting Shares) in the Merger is fair, from a financial point of view, to such holders. For more information, please see the section of this proxy statement captioned “—Opinion of Evercore Group L.L.C.” and Annex B. Representatives of Latham provided the Board of Directors with a detailed summary of the terms of the Merger Agreement and noted that all the Merger Agreement provisions were consistent with instructions previously provided by the Board of Directors and that Mr. Keizer had been consulted prior to finalizing the terms. Representatives of Latham also described the Equity Commitment Letter, the Debt Commitment Letter and the Guarantee, and then reviewed the proposed resolutions for consideration by the Board of Directors. After review and discussion, the Board of Directors unanimously (i) determined that the Merger and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Sealed Air and the Sealed Air Stockholders; (ii) approved the Merger Agreement in all respects; (iii) directed that the Merger Agreement be submitted to the Sealed Air Stockholders for adoption; and (iv) recommended to the Sealed Air Stockholders that they vote for the adoption of the Merger Agreement.

Following the meeting of the Board of Directors, the parties executed the Merger Agreement.

Prior to the market opening on November 17, 2025, Sealed Air issued a press release announcing the transaction.

Between August 27, 2025 and the announcement of the Merger Agreement on November 17, 2025, members of the Board of Directors and Sealed Air management met at certain points with representatives of Investor A during which representatives of Investor A expressed their views regarding steps Sealed Air and the Board of Directors should take to increase value for Sealed Air Stockholders including a review of strategic alternatives. At no point was Investor A informed by the Board of Directors or Sealed Air management of any proposals from, or discussions with, CD&R or any other party regarding any transaction involving Sealed Air.

Between November 17 and the end of the Go-Shop Period on December 16, 2025, representatives of Evercore contacted 29 third parties, consisting of seven strategic companies, including Company B, and 22 financial sponsors, including Sponsors A, B and C. Sealed Air entered into confidentiality agreements, none of which included any standstill provisions, with six of those third parties, including Company B. Sealed Air executed a confidentiality agreement with Company B on November 19, 2025.

On November 20, 2025, representatives of the financial advisor to Company B sent Evercore a list of diligence requests.

On November 21, 2025, representatives of Evercore sent representatives of Company B’s financial advisor a confidential information presentation that included the Management Projections and materials from the presentation that Sealed Air management provided to CD&R on September 28, 2025.

On November 25, 2025, the Chief Executive Officer of Company B sent a written non-binding indication of interest to Mr. Semach proposing an acquisition of Sealed Air at $30.39 in cash and a fixed ratio of shares of Company B common stock for each share of Sealed Air common stock, which implied a total price of $45.00 per share of Sealed Air common stock as of November 25, 2025, and indicated that the transaction agreement would be on substantially similar terms to those in the Merger Agreement, with adjustments to accommodate contemplated stock consideration and the completion of the Go-Shop Period. The proposal was not conditioned on receipt of financing or receipt of approval by Company B stockholders and would not require portfolio company carve-outs to regulatory undertakings. The proposal indicated that Company B viewed retention of Sealed Air management and employees as critical to the long-term success of the combined company and that Company B would be open to discussing Sealed Air representation on the combined company’s board of

 

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directors. The proposal also anticipated that Sealed Air would conduct reverse due diligence on Company B given that Sealed Air Stockholders would own approximately 16% of Company B on a pro forma basis.

As required by the terms of the Merger Agreement, a notice of receipt of Acquisition Proposal was provided to CD&R later that day. The Board of Directors was also notified of Company B’s proposal that day.

On December 1, 2025, the Board of Directors met, with representatives of Latham and Evercore present, to discuss Company B’s non-binding proposal. Representatives of Latham reminded the Board of Directors of its fiduciary duties as directors in the context of an acquisition proposal. Representatives of Evercore reviewed the terms of the proposal as well as information about Company B, including its historical share price volatility, its ability to finance the cash portion of the proposed purchase price and how a pro forma combination of Sealed Air and Company B would compare on various metrics to other industry participants. Representatives of Evercore also reviewed historical transactions in the industry and the impact on buyer equity prices at various points following announcement. Representatives of Evercore noted the information that would be required to conduct due diligence on Company B in order to analyze the value of the share-based component of the proposed consideration. After discussion, the Board of Directors instructed Evercore to notify Company B’s financial advisor that Sealed Air would be opening a virtual data room to Company B and its financial and legal advisors, but that due to concerns about the valuation of the equity component of the proposal and the need to conduct reverse due diligence, the Board of Directors had not made a determination that Company B would qualify as an Excluded Party under the Merger Agreement. Representatives of Evercore also encouraged representatives of Company B’s financial advisor to revise Company B’s proposal to address the concerns of the Board of Directors regarding the valuation of the equity component of Company B’s proposed consideration.

Later on December 1, 2025, Sealed Air made available a virtual data room to representatives of Company B and its financial and legal advisors. Representatives of Evercore also requested certain information to permit Sealed Air to conduct due diligence on Company B.

On December 2, 2025, given the proposed equity component of Company B’s proposal, Company B and Sealed Air entered into an amendment to their previously executed confidentiality agreement to protect the confidentiality of information that Company B shared with Sealed Air.

On December 3, 2025, Mr. Semach and other members of senior management including Ms. Actis-Grande hosted a management presentation with the Chief Executive Officer of Company B and additional representatives of Company B and its advisors at Sealed Air’s headquarters in Charlotte, North Carolina.

On December 4, 2025, representatives of Company B’s financial advisor requested, and representatives of Evercore provided, a copy of the confidential disclosure letter that had been prepared by Sealed Air against the representations and warranties in the Merger Agreement.

On December 4, 2025, representatives of Company B’s financial advisor informed representatives of Evercore that management of Company B would be discussing the potential Sealed Air transaction with Company B’s board of directors at its upcoming regularly scheduled meetings on December 10 and 11, 2025 and that they expected to submit a revised proposal to Sealed Air on December 12, 2025. Representatives of Company B’s financial advisor also indicated that Company B would be using the time until December 12, 2025 to gather the requested high-level diligence information about Company B so that Sealed Air should not expect to receive any reverse due diligence materials from Company B until after receiving a revised proposal on December 12, 2025.

Between December 4 and December 11, 2025, representatives of Sealed Air shared incremental diligence information and held a follow-up due diligence call with representatives of Company B. Company B did not provide any diligence information about Company B to Sealed Air or its representatives.

 

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On December 11, 2025, representatives of Company B’s financial advisor called representatives of Evercore to say that Company B would be submitting the following day a revised non-binding proposal increasing the per share cash component of the transaction to $31.39 and leaving all other terms the same as in its November 25, 2025 proposal. Representatives of Evercore told representatives of Company B’s financial advisor that the Board of Directors had scheduled a meeting on December 13, 2025 to review the anticipated proposal and reiterated their earlier encouragement to address concerns regarding the valuation of the equity component of the proposed consideration in Company B’s revised proposal.

On December 12, 2025, representatives of Company B’s financial advisor informed representatives of Evercore that, following further consideration, Company B would not be making a proposal to acquire Sealed Air, citing the concerns raised regarding the valuation of the equity component of the proposed consideration and

the scale and complexity of the transaction.

On December 13, 2025, the Board of Directors met, with representatives of Latham and Evercore present, to review the current status of solicitation activities during the Go-Shop Period. At the direction of the Board of Directors, on December 14, 2025, representatives of Latham sent a notice to Company B’s legal counsel clarifying that, despite having been notified that Company B was no longer interested in pursuing an acquisition of Sealed Air, the Board of Directors would continue actively to solicit and consider any Acquisition Proposals until the expiration of the Go-Shop Period.

On December 16, 2025, at 11:59 p.m., Eastern time, the Go-Shop Period expired. Prior to that date, each of the parties that had entered into a confidentiality agreement with Sealed Air during the Go-Shop Period had communicated to representatives of Evercore that they would not be making, or in the case of Company B would no longer be pursuing, an Acquisition Proposal.

On December 17, 2025, Sealed Air issued a press release announcing the expiration of the Go-Shop Period, closed the virtual data room and sent notices to each of the parties that executed confidentiality agreements requesting return or destruction of confidential information.

Recommendation of the Board of Directors and Reasons for the Merger

In evaluating the Merger and the other transactions contemplated by the Merger Agreement, the Board of Directors consulted with members of Sealed Air management, Latham and Evercore. After careful and thorough consideration, the Board of Directors determined that entering into the Merger Agreement was advisable and in the best interests of Sealed Air and the Sealed Air Stockholders. In arriving at this determination and in recommending that the Sealed Air Stockholders vote their shares of Sealed Air common stock in favor of the adoption of the Merger Agreement, the Board of Directors considered many factors, including the following non-exhaustive list of factors (not necessarily in order of relative importance), which the Board of Directors viewed as weighing in favor of its recommendation that the Sealed Air Stockholders vote “FOR” the proposal to adopt the Merger Agreement, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal:

 

•

The fact that the Merger Consideration is all cash, which provides certainty of value and liquidity to Sealed Air Stockholders, while eliminating the effect of long-term business and execution risk to Sealed Air Stockholders, compared to continuing to operate Sealed Air as a standalone company.

 

•

The attractive value of the Merger Consideration, which constitutes a premium of:

 

•

approximately 41% above the closing price per share of Sealed Air common stock on August 14, 2025 (the last trading day prior to the filing of a Form 13F by Investor A (as defined and further described in the section of this proxy statement captioned “—Background of the Merger”)); and

 

•

approximately 24% above the 90-day volume-weighted average price per share of Sealed Air common stock on November 12, 2025 (the last trading day prior to published rumors about a potential transaction between Sealed Air and CD&R (as further described in the section of this proxy statement captioned “—Background of the Merger”)).

 

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•

The belief of the Board of Directors, after a review of Sealed Air’s current and historical financial condition, results of operations, prospects, business strategy, competitive position and industry and regulatory considerations, including the potential impact of these factors on the trading price of Sealed Air common stock, that the Merger Consideration is more favorable to Sealed Air Stockholders than the potential value that might have resulted from other alternatives available to Sealed Air, including remaining a standalone public company, and that the Merger represents the best available alternative for maximizing value for Sealed Air Stockholders, considering:

 

•

the Board of Directors’ assessment of Sealed Air’s historical and projected financial performance, including the Management Projections;

 

•

the challenges and risks that Sealed Air has faced, and would likely continue to face, if it remained a standalone public company, including, among others, the highly competitive nature of the industries in which Sealed Air operates, the macro-economic environment and its impact on consumer behavior, the beef cattle cycles to which Sealed Air’s Food business is exposed, and the ability of Sealed Air to execute on its current turnaround plans as well as its longer-term strategies;

 

•

the costs, risks and uncertainties associated with the other strategic alternatives available to Sealed Air, including a potential sale of its Protective business;

 

•

the costs, risks and challenges of initiatives to achieve organic growth or growth through acquisitions;

 

•

the costs and burdens associated with being a public company; and

 

•

the other risks and uncertainties discussed under the heading “Risk Factors” in Sealed Air’s most recently filed Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q.

 

•

The process undertaken by the Board of Directors during the Go-Shop Period, with the assistance of Sealed Air management, Latham and Evercore, to solicit and evaluate potential strategic alternatives, which included outreach to 29 third parties and entry into confidentiality agreements with six of those third parties, and provided an opportunity for these third parties to negotiate a transaction with Sealed Air if such third parties desired to do so. Such efforts did not result in a Superior Proposal. For more information, please see the section of this proxy statement captioned “—Background of the Merger.”

 

•

The Board of Directors’ belief that Sealed Air, with the assistance of Latham and Evercore, had negotiated the most favorable terms that Parent was willing to offer, including the highest price per share that Parent was willing to pay for Sealed Air, which price had been increased from Parent’s original proposal as a result of the negotiating efforts of the Board of Directors, Sealed Air management and Sealed Air’s advisors, and which represented Parent’s best and final price under the circumstances.

 

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The potential risk of losing the favorable opportunity with CD&R in the event Sealed Air sought to pursue discussions with third parties prior to entry into the Merger Agreement and the potential negative effect that such a process might have on Sealed Air’s business, especially in light of the “go-shop” provision CD&R was willing to provide that allowed Sealed Air to solicit other Acquisition Proposals following announcement of the Merger.

 

•

Evercore’s financial analysis of the Merger Consideration, which it reviewed with the Board of Directors, and the oral opinion, subsequently confirmed in a written opinion dated November 16, 2025, rendered by Evercore to the Board of Directors to the effect that, as of such date, and based upon and subject to the various limitations, qualifications, assumptions and other matters set forth in such written opinion, the Merger Consideration to be received by holders of Sealed Air common stock (other than any holders of any Cancelled Shares or any Dissenting Shares) in the Merger is fair, from a financial point of view, to such holders. Such opinion is more fully described under the section of this proxy statement captioned “—Opinion of Evercore Group L.L.C.” below. The full text of Evercore’s written opinion has been included as Annex B to this proxy statement and is incorporated by reference herein in its entirety.

 

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•

The terms and conditions of the Merger Agreement permitting Sealed Air to respond to unsolicited Acquisition Proposals, including permitting the Board of Directors to furnish information or engage in discussions in connection with an Acquisition Proposal that constitutes, or would reasonably be expected to lead to, a Superior Proposal (see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement —The ‘No-Shop’ Period—No Solicitation of Other Offers”). In this regard, the Board of Directors considered that:

 

•

Sealed Air had the right, during a 30-day Go-Shop Period, to solicit Acquisition Proposals from, and participate in discussions and negotiations with, third parties regarding any Acquisition Proposal, with an additional 15 days to negotiate a definitive agreement with any Excluded Party (as further described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement —The ‘Go-Shop’ Period—Solicitation of Other Offers”);

 

•

subject to its compliance with the terms of the Merger Agreement and prior to the adoption of the Merger Agreement by Sealed Air Stockholders, the Board of Directors can change its recommendation with respect to the Merger or cause Sealed Air to terminate the Merger Agreement and enter into an agreement for a Superior Proposal; and

 

•

while the Merger Agreement contains a Company Termination Fee of $205,108,189 (or of $94,665,318 if termination had occurred before, and Sealed Air had entered into an Alternative Acquisition Agreement with a third party before, the No-Shop Period Start Date (or, with respect to an Excluded Party, prior to the Cut-Off Time)) that Sealed Air would be required to pay to Parent in certain circumstances, the Board of Directors believes that the Company Termination Fee is reasonable in light of the circumstances and the overall terms of the Merger Agreement and the process undertaken by the Board of Directors to evaluate potential strategic alternatives, consistent with fees in comparable transactions, and not a significant deterrent to potential alternative acquisition offers.

 

•

The fact that the Merger is subject to the approval of Sealed Air Stockholders and that Sealed Air Stockholders who do not vote to adopt the Merger Agreement and who follow certain prescribed procedures are entitled to dissent from the Merger and demand payment of the “fair value” of their Sealed Air common stock, as and to the extent provided by Section 262 of the DGCL. For more information, please see the section of this proxy statement captioned “—Appraisal Rights” and Annex C to this proxy statement.

 

•

The reputation of CD&R, including its history of successful acquisitions and deep experience in the industrial and packaging industries and the extensiveness of CD&R’s evaluation of Sealed Air and its business and industry, and the Board of Directors’ belief that CD&R was highly likely to complete the Merger.

 

•

The Board of Directors’ belief that there is a high degree of certainty that the Closing would be achieved in a timely manner, in view of the terms of the Merger Agreement, including:

 

•

that Parent has obtained committed Debt Financing for the transaction from reputable financial institutions and committed Equity Financing for the transaction from the CD&R Fund that, together with cash and cash equivalents held by Sealed Air and its subsidiaries immediately prior to the Closing that are available to be used for this purpose, provide funding of an amount sufficient to consummate the Merger in accordance with the Merger Agreement, including to pay the aggregate Merger Consideration, all fees and expenses payable by Parent and Merger Sub in connection with consummation of the Merger and the repayment or refinancing of the Company Credit Agreement. For more information, please see the section of this proxy statement captioned “—Financing of the Merger”;

 

•

the obligation of Parent and Merger Sub to use reasonable best efforts to take all appropriate actions to arrange and obtain the Financing and the limited number and nature of the conditions to each of the Debt Financing and the Equity Financing;

 

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•

the fact that if Parent fails to complete the Merger when required to do so under the Merger Agreement, Sealed Air has the right under the Merger Agreement to specifically enforce Parent’s obligation to cause the CD&R Fund to fund its Equity Financing as contemplated by the Merger Agreement and the Equity Commitment Letter (only if the Debt Financing has been funded in full or will be funded in full at the Closing in accordance with the terms of the Debt Commitment Letter if the Equity Financing is funded, in accordance with the terms of the Equity Commitment Letter) or to terminate the Merger Agreement and obtain payment by Parent of the Parent Termination Fee of $425,993,930;

 

•

that the CD&R Fund has provided the Guarantee with respect to the payment of the Parent Termination Fee that may be owed by Parent pursuant to the Merger Agreement if the Merger Agreement is terminated under certain circumstances, as well as certain Enforcement Costs and fees and expenses payable pursuant to certain reimbursement and indemnification obligations set forth in the Merger Agreement (subject to certain caps) that may be owed by Parent pursuant to the Merger Agreement, in each case, subject to the terms of the Merger Agreement and the Guarantee; and

 

•

the obligation of Parent to use reasonable best efforts to take, or cause to be taken, all actions necessary under applicable law, to consummate the Closing.

 

•

The terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants and the circumstances under which the Merger Agreement may be terminated, which the Board of Directors considered in consultation with Latham and viewed as reasonable, including the limited number and nature of the conditions to the completion of the Merger.

 

•

The fact that Sealed Air has sufficient operating flexibility to conduct its business in the ordinary course prior to the consummation of the Merger.

 

•

The End Date of November 16, 2026, allowing for sufficient time to complete the Merger.

The Board of Directors also considered a number of uncertainties and risks in making its determination with respect to the Merger, including the following non-exhaustive list (not necessarily in order of relative importance):

 

•

The fact that Sealed Air will no longer exist as an independent, publicly traded company and that Sealed Air Stockholders will not participate in any future earnings or potential growth of Sealed Air and will not benefit from any potential future appreciation in the value of Sealed Air, including any potential appreciation in value that could be realized as a result of improvements to Sealed Air’s operations.

 

•

The possible diversion of management focus and resources from operational matters and other strategic opportunities while working to consummate the Merger.

 

•

The potential negative effect of the pendency of the transaction on Sealed Air’s businesses, including its relationships with employees, customers, and suppliers, such as the possible loss of key management or other personnel of Sealed Air during the pendency of the Merger.

 

•

The risk that the Merger may not be completed despite the parties’ efforts or that completion of the Merger may be delayed, even if the requisite approval is obtained from Sealed Air Stockholders, including the possibility that conditions to the parties’ obligations to complete the Merger may not be satisfied (including the possibility that required regulatory approvals may not be obtained), and the potential resulting disruptions to Sealed Air’s business.

 

•

The fact that under the terms of the Merger Agreement, Sealed Air is prohibited from soliciting other Acquisition Proposals following the expiration of the Go-Shop Period (other than an additional 15-day period to negotiate a definitive agreement with qualifying parties).

 

45

•

The requirement under certain circumstances that Sealed Air pay Parent the Company Termination Fee following termination of the Merger Agreement, including if the Merger Agreement is terminated by Sealed Air to enter into an agreement providing for a Superior Proposal or by Parent if the Board of Directors makes an Adverse Recommendation Change. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees.”

 

•

If Parent fails to complete the Merger or otherwise breaches the Merger Agreement in certain circumstances, Sealed Air’s remedies may be limited to the Parent Termination Fee payable by Parent as described above, certain Enforcement Costs and certain fees and expenses payable pursuant to certain reimbursement and indemnification obligations set forth in the Merger Agreement (subject to certain caps), which may be inadequate to compensate Sealed Air for the damage caused. For more information, please see the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement—Termination Fees.”

 

•

The risk that the Financing contemplated by the Financing Letters will not be obtained, resulting in Parent and Merger Sub not having sufficient funds to complete the transactions contemplated by the Merger Agreement.

 

•

The fact that the Merger Agreement provides that the maximum aggregate liability for Parent and certain related parties for breaches under the Merger Agreement will not exceed the amount of the Parent Termination Fee, Enforcement Costs and certain fees and expenses payable pursuant to certain reimbursement and indemnification obligations set forth in the Merger Agreement (subject to certain caps).

 

•

The fact that regulatory clearances, approvals, and consents are required to complete the Merger in the United States and a number of foreign jurisdictions, which presents a risk that the consummation of the Merger may be delayed or that such clearances, approvals and consents may not be obtained at all.

 

•

The restrictions placed on the conduct of Sealed Air’s business prior to the Closing pursuant to the terms of the Merger Agreement, including:

 

•

that Sealed Air would be permitted to pay its regular quarterly cash dividends of $0.20 per share of Sealed Air common stock to Sealed Air Stockholders except under certain circumstances but would not be permitted to pay any other dividends to Sealed Air Stockholders and that, other than dividends permitted to be paid to Sealed Air Stockholders under the terms of the Merger Agreement, free cash flow generated by Sealed Air in the period prior to the Closing would be for the benefit of Parent; and

 

•

other restrictions which could adversely affect Sealed Air’s ability to take advantage of business opportunities that may arise pending the Closing and that, absent the Merger Agreement, Sealed Air might have pursued. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Conduct of Business Pending the Merger.”

 

•

The fact that an all-cash transaction would be taxable to Sealed Air Stockholders that are U.S. Holders for U.S. federal income tax purposes. For more information, please see the section of this proxy statement captioned “—Material U.S. Federal Income Tax Consequences of the Merger.”

 

•

The risk that the Merger might not be completed and the effect of the resulting public announcement of the termination of the Merger Agreement on the trading price of Sealed Air common stock.

 

•

The fact that Sealed Air’s directors and officers may have interests in the Merger that may be different from, or in addition to, those of Sealed Air Stockholders generally. For more information, please see the section of this proxy statement captioned “— Interests of Executive Officers and Directors of Sealed Air in the Merger.”

 

•

The significant costs involved in connection with entering into the Merger Agreement and completing the Merger, some of which are payable regardless of whether the Merger is completed.

 

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The foregoing discussion of reasons for the recommendation by the Board of Directors that Sealed Air Stockholders vote “FOR” the proposal to adopt the Merger Agreement, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal is not meant to be exhaustive but addresses the material information and factors considered by the Board of Directors in consideration of its recommendation. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board of Directors based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Opinion of Evercore Group L.L.C.

Sealed Air retained Evercore to act as its financial advisor in connection with evaluating strategic and financial alternatives consisting of a merger or sale of all or substantially all of the equity, business or assets of Sealed Air. As part of this engagement, Sealed Air requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Sealed Air common stock (other than any Cancelled Shares or Dissenting Shares, each as defined in the Merger Agreement) in the Merger. At a meeting of the Board of Directors held on November 16, 2025, Evercore rendered to the Board of Directors its oral opinion, subsequently confirmed in writing, that, as of such date, and based upon and subject to the limitations, qualifications, assumptions and other matters set forth in Evercore’s written opinion, the Merger Consideration to be received by the holders of Sealed Air common stock (other than holders of any Cancelled Shares or any Dissenting Shares) in the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated November 16, 2025, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. Sealed Air encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board of Directors (in its capacity as such) in connection with its evaluation of the proposed Merger. Evercore’s opinion did not, and the summary of its opinion and the related analyses set forth in this proxy statement do not, constitute a recommendation to the Board of Directors or to any other persons in respect of the Merger, including as to how any holder of shares of Sealed Air common stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Sealed Air, nor does it address the underlying business decision of Sealed Air to engage in the Merger.

In connection with rendering its opinion, Evercore, among other things:

 

(i)

reviewed certain publicly available business and financial information relating to Sealed Air that Evercore deemed to be relevant, including publicly available research analysts’ estimates;

 

(ii)

reviewed certain internal projected financial data relating to Sealed Air (including, but not limited to, the final long range plan for fiscal year 2025 (forecast) and fiscal years 2026 through 2028 (estimates) provided on September 23, 2025) prepared and furnished to Evercore by management of Sealed Air, as approved for Evercore’s use by the Board of Directors (which are referred to in this proxy statement as the “Management Projections”);

 

(iii)

discussed with management of Sealed Air their assessment of the past and current operations of Sealed Air, the current financial condition and prospects of Sealed Air, and the Management Projections;

 

47

(iv)

reviewed the reported prices and the historical trading activity of Sealed Air common stock;

 

(v)

compared the financial performance of Sealed Air and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;

 

(vi)

compared the financial performance of Sealed Air and the valuation multiples relating to the Merger with the financial terms, to the extent publicly available, of certain other transactions that Evercore deemed relevant;

 

(vii)

reviewed the financial terms and conditions of drafts, dated as of November 13, 2025 and November 16, 2025, of the Merger Agreement; and

 

(viii)

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such information), and has further relied upon the assurances of the management of Sealed Air that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Management Projections, Evercore assumed with Sealed Air’s consent that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Sealed Air as to the future financial performance of Sealed Air and the other matters covered thereby. Evercore expressed no view as to the Management Projections or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to Evercore’s analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to Evercore’s analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Sealed Air or the consummation of the Merger or reduce the contemplated benefits to the holders of Sealed Air common stock of the Merger.

Evercore did not conduct a physical inspection of the properties or facilities of Sealed Air and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Sealed Air, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Sealed Air under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of its opinion. It was understood that subsequent developments could affect Evercore’s opinion and Evercore did not, and does not, have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Sealed Air common stock (other than holders of any Cancelled Shares or any Dissenting Shares), from a financial point of view, of the Merger Consideration. Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Sealed Air, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Sealed Air, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s

 

48

opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Sealed Air, nor did it address the underlying business decision of Sealed Air to engage in the Merger. Evercore’s opinion did not constitute a recommendation to the Board of Directors or to any other persons in respect of the Merger, including as to how any holder of shares of Sealed Air common stock should vote or act in respect of the Merger. Evercore did not express any opinion as to the prices at which shares of Sealed Air common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Sealed Air or the Merger or as to the impact of the Merger on the solvency or viability of Sealed Air or the ability of Sealed Air to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by Sealed Air and its advisors with respect to legal, regulatory, accounting and tax matters in preparing its opinion.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Board of Directors on November 16, 2025 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described, and the results of these analyses, do not represent the relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before November 12, 2025, the last full trading day prior to the media publications about a possible acquisition of Sealed Air by CD&R, and is not necessarily indicative of current market conditions. For purposes of this section of this proxy statement captioned “—Opinion of Evercore Group L.L.C.”, the “pre-leak price” means the closing price of Sealed Air common stock on November 12, 2025, the last full trading day prior to the media publications about a possible acquisition of Sealed Air by CD&R, and the “unaffected price” means the closing price of Sealed Air common stock on August 14, 2025, the last full trading day prior to the filing of a Form 13F by Investor A that disclosed ownership by Investor A of shares of Sealed Air common stock.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Sealed Air. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analyses

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Sealed Air to calculate the estimated present value of the standalone unlevered, after-tax free cash flows (defined for purposes of this section of this proxy statement captioned “—Opinion of Evercore Group L.L.C.” as net operating profit after tax, plus depreciation and amortization, less other cash flows (including restructuring payments, pension cash payments and other select items), less stock based compensation, plus / less change in net working capital, less capital expenditures) that

 

49

Sealed Air was forecasted to generate during Sealed Air’s fiscal years 2025 through 2030 based on the Management Projections provided to Evercore by Sealed Air’s management. Evercore calculated terminal values for Sealed Air by applying perpetuity growth rates of 2.25% to 3.00%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that Sealed Air was forecasted to generate based on the Management Projections. The cash flows and terminal values in each case were then discounted to present value as of December 31, 2025 using discount rates ranging from 8.0% to 9.0%, which were based on an estimate of Sealed Air’s weighted average cost of capital.

Based on this range of implied enterprise values, Sealed Air’s estimated net debt (calculated as total debt less cash and cash equivalents) as of December 31, 2025, and Sealed Air’s after-tax pension and other post-employment benefit (“OPEB”) liabilities as of December 31, 2024 (tax adjusted at a 26.5% tax rate), and the number of fully diluted shares of Sealed Air common stock, in each case as provided by Sealed Air’s management, this analysis indicated a range of implied equity values per share of Sealed Air common stock of $32.87 to $51.19, compared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the unaffected price of $29.84 per share of Sealed Air common stock.

Selected Public Company Trading Analysis

Evercore reviewed and compared certain financial information of Sealed Air to corresponding financial multiples and ratios for the following selected publicly traded companies in the Packaging industry (the “selected companies”):

 

•

Amcor plc

 

•

Ball Corporation

 

•

Crown Holdings, Inc.

 

•

Graphic Packaging Holding Company

 

•

SIG Group AG

 

•

Silgan Holdings Inc.

 

•

Sonoco Products Company

For each of the selected companies, Evercore calculated enterprise value (defined as equity market capitalization plus total debt, plus after-tax pension and OPEB liabilities, plus preferred equity and minority interest, less cash and cash equivalents (“Enterprise Value”)) as a multiple of estimated calendar year 2025 earnings before interest, taxes, depreciation and amortization after stock-based compensation expense (defined for purposes of this section of this proxy statement captioned “—Opinion of Evercore Group L.L.C.” as “Adjusted EBITDA”), which we refer to as “Enterprise Value/CY2025E Adjusted EBITDA,” based on closing share prices as of November 12, 2025. Estimated financial data of the selected companies were based on publicly available research analysts’ estimates.

This analysis indicated the following:

 

Benchmark		Median
Enterprise Value/CY2025E Adjusted EBITDA			8.7x

For each of the selected companies, Evercore calculated the three-year average of historical last-twelve month enterprise values (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of historical earnings before interest, taxes, depreciation and amortization, which we refer to as “3-Year Average LTM EBITDA Multiple,” based on closing share prices as of November 12, 2025. Estimated financial data of the selected companies were based on publicly available research analysts’ estimates.

 

50

This analysis indicated the following:

 

Benchmark		High				Low
3-Year Average LTM EBITDA Multiple			12.5x				7.6x

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied an Enterprise Value/CY2025E Adjusted EBITDA multiple reference range of 8.0x to 9.0x to Sealed Air’s estimated Adjusted EBITDA in fiscal year 2025 based on the Management Projections.

Based on this range of implied enterprise values, Sealed Air’s estimated net debt (calculated as total debt less cash and cash equivalents) as of September 30, 2025, and Sealed Air’s after-tax pension and OPEB liabilities as of December 31, 2024 (tax adjusted at a 26.5% tax rate), and the number of fully diluted shares of Sealed Air common stock, in each case as provided by Sealed Air’s management, this analysis indicated a range of implied equity values per share of Sealed Air common stock of $33.97 to $41.52, compared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the unaffected price of $29.84 per share of Sealed Air common stock.

Although none of the selected companies is directly comparable to Sealed Air, Evercore selected these companies because they are publicly traded companies in the Packaging industry that Evercore, in its professional judgment and experience, considered generally relevant to Sealed Air for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Selected Transactions Analysis

Evercore reviewed financial information related to the following selected transactions involving target companies in the packing industry and other Packaging companies with similar revenue growth profiles announced since December 2017 (the “selected transactions”). The selected transactions reviewed by Evercore, and the month and year each was announced, were as follows:

 

Month and Year Announced		Acquiror		Target
December 2024		Toppan Holdings Inc.		Sonoco Products Company – Thermoformed Packaging Business
December 2024		Novolex Holdings, LLC		Pactiv Evergreen Inc.
November 2024		Amcor plc		Berry Global Group, Inc.
February 2024		Glatfelter Corporation		Berry Global Group, Inc. – Global Nonwovens and Films Business
July 2023		One Rock Capital Partners, LLC		Constantia Flexibles
March 2022		Clearlake Capital Group, L.P.		Intertape Polymer Group Inc.
February 2022		Apollo Global Management		Novolex Holdings LLC
May 2019		Sealed Air Corporation		Automated Packaging Systems, Inc.
December 2018		One Madison Corporation		Ranpak Holdings, Inc.
August 2018		Amcor Limited		Bemis Company, Inc.
December 2017		Crown Holdings, Inc.		Signode Industrial Group Holdings

 

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For each selected transaction, Evercore calculated the implied enterprise value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of last twelve-month EBITDA for the target company at the time of the announcement of the applicable transaction, which we refer to as “LTM EBITDA.” Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

 

Benchmark		Average				Median
LTM EBITDA (All selected transactions)			9.9x				9.9x
LTM EBITDA (Selected transactions announced between 2022-2025)			9.1x				8.8x

Based on the multiples derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of enterprise value to LTM EBITDA multiples of 8.0x to 9.0x and applied this range of multiples to Sealed Air’s LTM EBITDA as of September 30, 2025, based on the financial results for Sealed Air provided by Sealed Air management. Based on this range of implied enterprise values, Sealed Air’s estimated net debt (calculated as total debt less cash and cash equivalents) as of September 30, 2025, and Sealed Air’s after-tax pension and OPEB liabilities as of December 31, 2024 (tax adjusted at a 26.5% tax rate), and the number of fully diluted shares of Sealed Air common stock, in each case as provided by Sealed Air’s management, this analysis indicated a range of implied equity values per share of Sealed Air common stock of $33.82 to $41.34, compared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the unaffected price of $29.84 per share of Sealed Air common stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to Sealed Air and none of the selected transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to Sealed Air for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

Other Analyses

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Premiums Paid Analysis

Using publicly available information, Evercore reviewed identified transactions and announced bids for control involving all-cash transactions and involving (1) U.S. public targets with an aggregate transaction value greater than $5 billion and with LTM EBITDA in excess of $100 million announced in the period beginning January 1, 2015 and ending November 12, 2025, (2) U.S. public targets acquired by a private company or firm with an aggregate transaction value greater than $5 billion and with LTM EBTDA in excess of $100 million

 

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announced in the period beginning January 1, 2015 and ending November 12, 2025 and (3) U.S. public targets in the industrials sector with an aggregate transaction value greater than $2.5 billion and with LTM EBTDA in excess of $100 million announced in the period beginning January 1, 2015 and ending November 12, 2025. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market price per share of the target companies one day, one week and four weeks prior to the announcement of each such transaction.

This analysis indicated the following:

 

Target Sector		1 Day Prior				1 Week Prior				4 Weeks Prior
All Sectors – All Cash Transactions >$5bn
Median			27.9	%			31.5	%			36.3	%
Average			34.8	%			37.3	%			40.8	%
All Sectors – All Cash Take-Private Transactions >$5bn
Median			26.1	%			27.1	%			32.0	%
Average			31.4	%			32.6	%			35.6	%
Industrials – All Cash Transactions >$2.5bn
Median			29.8	%			37.5	%			44.6	%
Average			35.1	%			38.0	%			47.6	%

Using publicly available information, Evercore reviewed 19 identified leverage buyout transactions (excluding financial services, energy and real estate transactions as well as transactions involving target companies with negative EBITDA at the time of transaction announcement) involving U.S. public targets with an aggregate transaction value greater than $3 billion announced since January 1, 2024 and through and including November 12, 2025. Using publicly available information, Evercore calculated the premiums paid in such transactions as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the unaffected share price of the target company.

This analysis indicated the following:

 

Benchmark		Premium
Median			29	%
Average			32	%
Bottom Quartile			22	%
Top Quartile			37	%

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 25.0% to 35.0% to the closing price per share of Sealed Air common stock of $29.84 as of August 14, 2025, the last trading day prior to the filing of a Form 13F by Investor A. This analysis indicated a range of implied equity values per share of Sealed Air common stock of $37.30 to $40.28, compared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the unaffected price of $29.84 per share of Sealed Air common stock.

Leveraged Buyout Analysis

Evercore made certain assumptions for an acquisition of Sealed Air via a leveraged buyout (“LBO”), based on its experience and professional judgment, including assuming (1) a 17.5% to 22.5% required internal rate of return for the LBO acquirer, (2) a holding period of 5 years, (3) an exit multiple of 9.0x to 10.0x Sealed Air’s estimated LTM EBITDA in fiscal year 2030 based on the Management Projections and (4) assumed gross leverage equal to 6.0x 2025E EBITDA, to derive a range of implied equity values per share of Sealed Air

 

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common stock. This analysis indicated an implied equity value range of $36.92 to $45.39 per share of Sealed Air common stock, compared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the unaffected price of $29.84 per share of Sealed Air common stock.

Present Value of Future Share Price Analyses

Evercore performed an illustrative analysis of the implied present value of the future price per share of Sealed Air common stock, which is designed to provide an indication of the present value of a theoretical future value of Sealed Air as a function of Sealed Air’s estimated future Adjusted EBITDA and its assumed multiple of enterprise value to LTM Adjusted EBITDA. Evercore applied its illustrative analysis of the implied present value of the future price per share of Sealed Air common stock to two scenarios – the Standalone Scenario and the Separation Scenario.

Standalone Scenario

For the Standalone Scenario analysis, in calculating the implied present value of the future price per share of Sealed Air common stock, Evercore calculated ranges of implied enterprise values of Sealed Air by multiplying Sealed Air’s estimated LTM Adjusted EBITDA as of the end of each respective calendar year between 2025 and 2028 based on the Management Projections by an illustrative enterprise value to LTM Adjusted EBITDA multiple range of 8.0x to 9.0x, a range selected based on Evercore’s professional judgment and experience, to derive an implied future enterprise value reference range for Sealed Air. Based on this range of implied future enterprise values, Sealed Air’s estimated net debt and after-tax pension and OPEB liabilities as of the end of each of Sealed Air’s calendar years 2025 through 2028, in each case as provided by Sealed Air’s management, Evercore calculated a reference range of implied future equity values of Sealed Air common stock. Evercore then divided the implied future equity values of Sealed Air by an estimate of the number of fully diluted outstanding shares of Sealed Air common stock as of the end of each respective year between calendar year 2025 and calendar year 2028, based on information provided by Sealed Air’s management as approved by the Board of Directors for use by Evercore, to calculate a reference range of implied future equity values per share for Sealed Air. Evercore then discounted the implied future equity values per share to November 12, 2025 using a discount rate of 12%, representing an estimate of Sealed Air’s cost of equity, as estimated by Evercore based on its professional judgment and experience. For the avoidance of doubt, all per-share metrics in this analysis reflect total value per share (inclusive of dividends) and not share price alone.

This Standalone Scenario analysis indicated a range of implied equity values of $34.29 to $45.09 per share of Sealed Air common stock, compared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the unaffected price of $29.84 per share of Sealed Air common stock.

Separation Scenario

As directed by Sealed Air, Evercore also conducted a Separation Scenario analysis that assumed the sale of Sealed Air’s protective packaging operations (“Protective”) at a sale multiple of 8.5x LTM EBITDA as of December 31, 2025, and then valued the remaining Sealed Air business after reducing proceeds for the assumed Protective sale for $614 million of expected value leakage (including anticipated transaction fees and expenses), in each case as based on estimated cost basis and tax rate information provided by Sealed Air’s management. For the Separation Scenario analysis, in calculating the implied present value of the future price per share of Sealed Air common stock following the assumed Protective sale, Evercore first calculated ranges of implied enterprise value of Sealed Air (following the assumed close of the Protective sale at year-end 2025 (with the Separation Scenario commencing in 2026)) by multiplying Sealed Air’s estimated LTM Adjusted EBITDA as of the end of each respective calendar year between 2025 and 2028 based on the Management Projections and adjusting for the assumed Protective sale by an illustrative enterprise value to LTM Adjusted EBITDA multiple range of 8.0x to

 

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9.0x for 2025E (reflecting valuation of Sealed Air prior to separation) and 9.0x to 10.0x for 2026E and thereafter (reflecting Sealed Air post-Protective sale), a range selected based on Evercore’s professional judgment and experience, to derive an implied future enterprise value reference range for Sealed Air (following the assumed Protective sale). Based on this range of implied future enterprise values, Sealed Air’s estimated net debt and after-tax pension and OPEB liabilities as of the end of each of Sealed Air’s calendar years 2025 through 2028, in each case as provided by Sealed Air’s management, Evercore calculated a reference range of implied future equity values of Sealed Air common stock (following the assumed Protective sale). Evercore then divided the implied future equity values of Sealed Air (following the assumed Protective sale) by an estimate of the number of fully diluted outstanding shares of Sealed Air common stock for each respective calendar year between 2025 and 2028 (reflecting varying counts of fully diluted shares outstanding), based on information provided by Sealed Air’s management as approved by the Board of Directors for use by Evercore, to calculate a reference range of implied future equity values per share for Sealed Air. Evercore then discounted the implied future equity values per share to November 12, 2025 using a discount rate of 12%, representing an estimate of Sealed Air’s cost of equity, as estimated by Evercore based on its professional judgment and experience. For the avoidance of doubt, all per-share metrics in this analysis reflect total value per share (inclusive of dividends) and not share price alone.

This Separation Scenario analysis indicated a range of implied equity values of $35.99 to $43.10 per share of Sealed Air common stock, compared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the unaffected price of $29.84 per share of Sealed Air common stock.

Equity Research Analyst Price Targets

Evercore reviewed selected public market trading price targets for the shares of Sealed Air common stock prepared and published by equity research analysts that were publicly available as of November 12, 2025. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Sealed Air common stock at the time the price target was published. As of November 12, 2025, the median of selected equity research analyst price targets per share of Sealed Air common stock was $42.50, the average price target per share was $43.75, and the range of price targets per share was $38.00 to $52.00, compared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the unaffected price of $29.84 per share of Sealed Air common stock. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Sealed Air common stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Sealed Air and future general industry and market conditions.

Miscellaneous

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Board of Directors. In connection with the review of the Merger by the Board of Directors, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion, and the material portions of those analyses are described above. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Sealed Air common stock.

 

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Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Board of Directors as to the fairness, from a financial point of view, of the Merger Consideration to the holders of shares of Sealed Air common stock (other than any holders of Cancelled Shares or any Dissenting Shares). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Board of Directors (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Board of Directors or Sealed Air’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Sealed Air common stock.

Pursuant to the terms of Evercore’s engagement letter with Sealed Air, Sealed Air has agreed to pay Evercore a fee for its services in the aggregate amount of up to approximately $50 million, of which (i) $4 million became due and payable upon delivery of Evercore’s opinion, (ii) $45 million will be payable upon the consummation of the merger (against which the $4 million fee payable at the delivery of Evercore’s opinion is fully creditable) and (iii) a discretionary fee of up to $5 million may be paid to Evercore upon Closing, at the sole and absolute discretion of Sealed Air. Sealed Air has also agreed to reimburse Evercore for certain of its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates had not been engaged to provide financial advisory or other services to Sealed Air or Parent. During such period, Evercore had not received any compensation from Sealed Air or Parent. During the two-year period prior to the date of its opinion, Evercore and its affiliates had provided and are currently providing financial advisory services to CD&R, a significant stockholder of Parent, and/or its affiliates or portfolio companies and received fees for the rendering of these services, in an amount not exceeding $60 million, and none of such fees were or are related to transactions with or involving Sealed Air or Parent. Evercore may provide financial advisory or other services to Sealed Air, Parent or CD&R or any of their respective affiliates or portfolio companies in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. While Evercore’s internal records reflect that, as of the date of the opinion, Evercore did not own any direct equity interest in any of Sealed Air, Parent or CD&R (excluding portfolio companies of CD&R) or any interest in any investment fund sponsored by CD&R or its controlled affiliates (other than through managed accounts or indirectly through mutual funds, exchange-traded funds, or similar investment vehicles that are professionally managed and invest in a range of securities), in connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Sealed Air, Parent, potential parties to the Merger and/or their respective affiliates or persons that are competitors, customers or suppliers of Sealed Air or Parent.

 

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Sealed Air engaged Evercore to act as its financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Management Projections

Sealed Air does not, as a matter of course, make public long-term forecasts or internal projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. Sealed Air management prepared for the Board of Directors in May 2025 an updated forecast for 2025 as well as a long-range financial forecast covering 2026 through 2030 in connection with annual strategic planning discussions at the May meeting of the Board of Directors. In late August 2025, the Board of Directors reviewed a preliminary analysis prepared by Evercore based on the May forecasts that were updated in June 2025 solely to reflect actual results in May 2025. In August 2025, the Board of Directors requested that Sealed Air management prepare an updated internal set of long-range financial projections for Sealed Air on a standalone basis in order to reflect management’s latest views on Sealed Air’s businesses, transformation initiatives and market outlook. In September 2025, Sealed Air management prepared and presented to the Board of Directors draft long-range financial projections covering 2025 through 2028 that included alternatives based on various assumptions regarding the timing and effectiveness of management’s growth and cost reduction initiatives. The Board of Directors provided feedback to management on September 18, 2025 regarding the assumptions that the Board of Directors believed management should reflect in the financial projections to be provided to CD&R as part of its financial due diligence and to Evercore for purposes of informing its financial analyses and fairness opinion. The financial projections that were approved by the Board of Directors to be provided to CD&R and Evercore are referred to as the “Management Projections.” The Management Projections were provided to Evercore for its use and reliance in connection with its financial analyses and opinion (as further discussed in the section of this proxy statement captioned “—Opinion of Evercore Group L.L.C.”), as well as to CD&R prior to signing the Merger Agreement and to other potential transaction counterparties during the Go-Shop Period. The Management Projections differ from the forecast prepared in May 2025 and updated in June 2025 in a number of ways. The Management Projections were prepared to reflect management’s latest view of future growth and cost reduction initiatives for both the Food and Protective businesses and at the request of the Board of Directors reflect assumptions regarding more fully realized execution of those initiatives than were included in the forecasts prepared in May 2025 and updated in June 2025. As a result, net sales, Adjusted EBITDA and Free Cash Flow for each of 2026, 2027 and 2028 are greater in the Management Projections than in the forecasts prepared in May and updated in June 2025. Consistent with Sealed Air’s third quarter update to its full year 2025 outlook, the Management Projections also reflect an approximately 1% reduction in expected 2025 net sales compared to the net sales forecast included in the June 2025 update to the May 2025 forecasts.

The inclusion of Management Projections in this proxy statement should not be regarded as an indication that any of Sealed Air, its affiliates, officers, directors, advisors or other representatives or any other recipient of the Management Projections considered, or now considers, them to be necessarily predictive of actual future performance or events, or that they should be construed as financial guidance, and the summary set forth below should not be relied on as such.

The Management Projections are subjective in many respects. While presented with numeric specificity, the Management Projections reflect numerous estimates and assumptions that are inherently uncertain and may be beyond the control of Sealed Air’s management. Further, given that the Management Projections cover multiple years, by their nature, the Management Projections become subject to greater uncertainty with each successive year beyond their preparation. The Management Projections are subject to various risks, including, among others, the risk factors described in the section of this proxy statement captioned “Forward-Looking Information.”

The Management Projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, personal judgment, and thus are susceptible to multiple interpretations and

 

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periodic revisions based on actual experience and business developments. Neither Sealed Air nor its affiliates, officers, directors, advisors or other representatives can give assurance that the Management Projections and the underlying estimates and assumptions will be realized. The Management Projections constitute “forward-looking statements”, and actual results may differ materially and adversely from those set forth below.

The Management Projections do not take into account any circumstances or events occurring after the date they were prepared. Sealed Air cannot give any assurances that, had the Management Projections that were prepared by it been prepared either as of the date of the Merger Agreement or as of the date of this proxy statement, similar estimates and assumptions would have been used. The Management Projections do not take into account all of the possible financial and other effects of the Merger on Sealed Air, the effect on Sealed Air of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the Management Projections do not take into account the effect on Sealed Air of any possible failure of the Merger to occur. Neither Sealed Air nor any of its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Sealed Air Stockholder or other person regarding Sealed Air’s ultimate performance compared to the information contained in the Management Projections or that the Management Projections will be achieved. The inclusion of the Management Projections herein should not be deemed an admission or representation by Sealed Air, its affiliates, officers, directors, advisors or other representatives or any other person that such projections are viewed as material information of Sealed Air, particularly in light of the inherent risks and uncertainties associated with such projections. The summary of the Management Projections included below is not being included in this proxy statement in order to influence the decision of any Sealed Air Stockholder or to induce any Sealed Air Stockholder to vote in favor of any of the proposals at the Special Meeting.

The Management Projections were not prepared with a view toward compliance with U.S. generally accepted accounting principles, consistently applied (“GAAP”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Management Projections included in this proxy statement have been prepared at the direction of management of Sealed Air. PricewaterhouseCoopers LLP (“PwC”) has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Management Projections and, accordingly, PwC does not express an opinion or any other form of assurance with respect thereto. The PwC report contained in Sealed Air’s Annual Report on Form 10-K for the year ended December 31, 2024 relates to historical financial information of Sealed Air, and such report does not extend to the Management Projections and should not be read to do so.

The Management Projections include Adjusted EBITDA and Free Cash Flow, which are non-GAAP financial measures. Please see the table below for a description of how Sealed Air defines and uses these non-GAAP financial measures.

In light of the foregoing, and considering that the Special Meeting will be held several months after the Management Projections were prepared, as well as the uncertainties inherent in any projected financial information, Sealed Air Stockholders are cautioned not to place undue reliance on such information, and Sealed Air cautions you that the Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Sealed Air contained in its public filings with the SEC. Please see the section entitled “Where You Can Find More Information.”

 

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The following table reflects selected metrics reflected in, or generated from, the Management Projections, which do not take into account any circumstances or events occurring after the date that they were prepared, do not take into account any potential cost savings or revenue opportunities arising out of the Merger, and do not give effect to the Merger.

Management Projections:

 

		Fiscal Year Ending December 31,
(in millions)		2026E				2027E				2028E
Net Trade Sales		$	5,319			$	5,499			$	5,763
Adjusted EBITDA(1)(3)		$	1,160			$	1,237			$	1,335
Free Cash Flow(2)(3)		$	434			$	509			$	602

 

(1)

Adjusted EBITDA is defined as earnings before interest expense, taxes, depreciation and amortization, adjusted to exclude the impact of special items. Such special items include restructuring charges and restructuring associated costs, amortization of intangible assets related to the acquisition of Liqui-Box, Inc., adjustments in the valuation of Sealed Air’s debt or equity investments, other charges related to acquisitions and divestitures, gains and losses related to acquisitions and divestitures, special tax items or tax benefits and certain other items. Adjusted EBITDA excludes the impact of share-based incentive compensation, which is included within depreciation and amortization.

(2)	Free Cash Flow is defined as cash flow from operations less capital expenditures.

(3)

Adjusted EBITDA and Free Cash Flow are not alternative measures of financial performance or liquidity under GAAP. Non-GAAP financial measures do not have definitions under GAAP and may be defined differently by, and not be comparable to, similarly titled measures used by other companies. As a result, we consider and evaluate non-GAAP financial measures in connection with a review of the most directly comparable measure calculated in accordance with GAAP. Do not place undue reliance on such non-GAAP financial measures and consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyzing results as reported under GAAP. We believe investors commonly use Adjusted EBITDA, Free Cash Flow and other non-GAAP financial measures as key financial metrics for valuing companies.

Except as required by applicable securities laws, Sealed Air does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the Management Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even if any or all of the underlying assumptions are shown to be in error or are no longer appropriate, or to reflect changes in general economic or industry conditions.

Interests of Executive Officers and Directors of Sealed Air in the Merger

In considering the recommendation of the Board of Directors that the Sealed Air Stockholders adopt the Merger Agreement, Sealed Air Stockholders should be aware that the executive officers and directors of Sealed Air have certain interests in the Merger that may be different from, or in addition to, the interests of Sealed Air Stockholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and in making their recommendation that Sealed Air Stockholders adopt the Merger Agreement.

These interests are described in more detail below, and certain of them, including the compensation that may become payable in connection with the Merger to our named executive officers, are subject to a non-binding, advisory vote of the Sealed Air Stockholders and are quantified in the narrative below and in “Proposal 2: The Sealed Air Compensation Proposal” of this proxy statement.

 

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For purposes of this proxy statement:

 

•

The “named executive officers” of Sealed Air are:

 

•

Dustin J. Semach, current President and Chief Executive Officer (and former President and Chief Financial Officer through February 12, 2025);

 

•

Kristen Actis-Grande, Chief Financial Officer;

 

•

Veronika M. Johnson, Chief Accounting Officer and Controller (and Interim Chief Financial Officer from February 12, 2025 through August 25, 2025);

 

•

Byron J. Racki, President, Protective;

 

•

Russell K. Grissett, President, Food;

 

•

Belinda G. Hyde, Chief People Officer;

 

•

Patrick M. Kivits, Former Chief Executive Officer;

 

•

Emile Z. Chammas, Former Senior Vice President and Chief Operating Officer; and

 

•

Steven E. Flannery, Former President, Food.

 

•

Messrs. Kivits, Chammas, and Flannery separated from employment with us effective February 12, 2025, April 1, 2025 and November 20, 2025, respectively. Mr. Grissett commenced employment with us on December 8, 2025. Ms. Actis-Grande commenced employment with us on August 25, 2025.

 

•

The executive officers of Sealed Air are:

 

•

the named executive officers; and

 

•

Stefanie M. Holland, Vice President, General Counsel and Secretary.

Treatment of Company Compensation Awards

The Merger Agreement provides that each Company RSU Award that remains outstanding immediately prior to the Effective Time will automatically be cancelled and terminated at the Effective Time and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Sealed Air common stock underlying such Company RSU Award at the Effective Time and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company RSU Award, in each case, less any applicable withholding taxes, with such cash-based award subject to the terms and conditions applicable to the corresponding Company RSU Award (including time-based vesting conditions and terms related to the treatment upon termination of employment).

Each Company PSU Award that remains outstanding immediately prior to the Effective Time will automatically be cancelled and terminated at the Effective Time and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Sealed Air common stock subject to such Company PSU Award, determined assuming that the applicable performance goals have been deemed to be achieved at the greater of target and actual level of performance as of the last trading day immediately prior to the Closing Date, as determined by the Compensation Committee of the Board of Directors in its good faith and reasonable discretion in accordance with the terms of the applicable Company PSU Award agreement, and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company PSU Award, in each case, less any applicable withholding taxes, which cash-based award (x) that is received by former employees of Sealed Air or its subsidiaries who retired or terminated employment prior to the Effective Time shall become payable as of the Effective Time and shall be paid by Sealed Air or its applicable subsidiary no later than the second regularly scheduled payroll date following the Effective Time; and (y) that is received by any current

 

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employee or service provider of Sealed Air or its subsidiaries shall be subject to the same terms and conditions as are applicable to the corresponding Company PSU Award (including terms related to the treatment upon termination of employment) other than performance-based vesting conditions; however, the time-based vesting condition applicable to such cash-based award shall be a three year time-vesting requirement with one-third of such award vesting on each December 31 that would occur during the three-year performance period applicable to the corresponding Company PSU Award (and any portion of the Company PSU Award that would have vested prior to the Effective Time based on this schedule will become immediately vested as of the Effective Time).

Each Company DSU that remains outstanding immediately prior to the Effective Time will automatically be cancelled at the Effective Time and converted into a right to receive an amount in cash (without interest) equal to (i) the product of (A) the number of shares of Sealed Air common stock subject to such Company DSU as of the Effective Time and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company DSU, less any applicable taxes required to be withheld with respect to such payment, payable as promptly as practicable following the Closing Date.

Notwithstanding the foregoing, to the extent that any payment in respect of any Company RSU or Company DSU constitutes “nonqualified deferred compensation” subject to Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), it shall be made at the earliest time or times permitted under the terms of such award that will not result in the application of a Tax or penalty under Section 409A of the Code.

The following table sets forth, for each of Sealed Air’s directors and executive officers, (i) the number of shares of Sealed Air common stock underlying the Company Compensation Awards held by each Sealed Air executive officer and director as of January 6, 2026, the latest practicable date to determine these numbers before the filing of this proxy statement, and (ii) the value of such equity awards as of such date determined by the treatment of such equity awards described above. All such amounts actually payable to each of Sealed Air’s directors and executive officers will be subject to any applicable withholding taxes and will be payable without interest, as well as any applicable vesting or service requirements which may apply to the holder of the award following the Effective Time. These amounts do not attempt to forecast any Company RSU Award or other equity awards that may be granted following the date of this proxy statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by Sealed Air’s directors and executive officers may materially differ from the amounts set forth below.

 

Name		Company RSU Awards (#)				Value of Company RSU Awards ($)				Company PSU Awards (#)				Value of Company PSU Awards ($)(1)				Company DSUs (#)				Value of Company DSUs ($)				Total Value of Company RSU Awards, Company PSU Awards and Company DSUs ($)
Non-Employee Directors
Zubaid Ahmad			—				—				—				—				31,458				1,325,955				1,325,955
Anthony J. Allott			—				—				—				—				—				—				—
Kevin C. Berryman			—				—				—				—				18,412				776,066				776,066
Françoise Colpron			—				—				—				—				—				—				—
Clay M. Johnson			—				—				—				—				—				—				—
Henry R. Keizer			—				—				—				—				—				—				—
Harry A. Lawton III			—				—				—				—				—				—				—
Suzanne B. Rowland			—				—				—				—				23,371				985,088				985,088
Executive Officers
Dustin J. Semach			82,505				3,477,586				189,229				7,976,007				—				—				11,453,593
Kristen Actis-Grande			62,125				2,618,569				13,188				555,893				—				—				3,174,462
Veronika M. Johnson			13,356				562,955				12,625				532,154				—				—				1,095,109
Byron J. Racki			11,007				463,945				33,082				1,394,405				—				—				1,858,350
Russell K. Grissett			32,476				1,368,863				—				—				—				—				1,368,863
Belinda G. Hyde			7,980				336,357				22,743				958,618				—				—				1,294,975

 

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Name		Company RSU Awards (#)				Value of Company RSU Awards ($)				Company PSU Awards (#)				Value of Company PSU Awards ($)(1)				Company DSUs (#)				Value of Company DSUs ($)				Total Value of Company RSU Awards, Company PSU Awards and Company DSUs ($)
Stefanie M. Holland			14,313				603,293				18,295				771,143				—				—				1,374,436
Patrick M. Kivits(2)			—				—				—				—				—				—				—
Emile Z. Chammas(3)			—				—				41,090				1,731,923				—				—				1,731,923
Steven E. Flannery(4)			—				—				—				—				—				—				—

(1)

For purposes of this table, the value of each Company PSU Award is determined based on an estimate of actual performance achievement at 168.5% for the 2024 PSUs and 165% for the 2025 PSUs. The 2023 PSUs are disclosed based on target performance of 100% because the estimate of actual performance achievement for the 2023 PSUs is below target achievement levels. For the avoidance of doubt, if the performance achievement levels of the 2023 PSUs are certified below target levels prior to the Effective Time, such PSUs will be paid out based on the actual performance achievement level rather than the target achievement level.

(2)	Mr. Kivits is no longer an employee and executive officer of Sealed Air as of February 12, 2025.

(3)	Mr. Chammas is no longer an employee and executive officer of Sealed Air as of April 1, 2025, though he still holds Company PSU Awards which are outstanding and eligible to vest.

(4)	Mr. Flannery is no longer an employee and executive officer of Sealed Air as of November 20, 2025.

Sealed Air Executive Severance Plan

Executive officers eligible to participate under Sealed Air’s Executive Severance Plan, as amended and restated June 1, 2024 (the “Executive Severance Plan”) (which includes each of our named executive officers who remains currently employed with Sealed Air as of the date of this proxy statement and our other current executive officer), may be entitled to receive certain severance pay and benefits in the event such covered executive’s employment is terminated involuntarily within 24 months of a change in control (which includes the Merger).

In the case of a covered executive’s (except for Sealed Air’s Chief Executive Officer, Mr. Semach) involuntary termination, which includes (x) a termination of employment by Sealed Air other than for “cause”, death or “disability” or (y) by the executive for “good reason” (as such terms are defined in the Executive Severance Plan) that occurs during the period beginning on the date on which the “change in control” occurs and ending on the second anniversary of such date, the covered executive will receive the following benefits: (i) an amount equal to two times the sum of his or her base salary plus target annual bonus; (ii) subject to the covered executive’s proper election to continue healthcare coverage under COBRA, payment by Sealed Air of the covered executive’s COBRA premiums, less the amount that the covered executive would be required to contribute for such healthcare coverage if the covered executive were an active employee, for a period of up to 18 months; and (iii) full accelerated vesting of all outstanding Company Compensation Awards (in the case of performance-based vesting awards, the payout opportunities attainable under such award shall be deemed to have been fully earned as of the separation date based upon the greater of (A) an assumed achievement of all relevant performance goals at the “target” level, and (B) the actual level of achievement of all relevant performance goals (the “CIC Award Treatment”)).

In the case of Mr. Semach’s involuntary termination, which includes a termination of employment (x) by Sealed Air other than for “cause”, death or “disability” or (y) by Mr. Semach for “good reason” (as such terms are defined in the Executive Severance Plan) that occurs during the period beginning on the date on which the “change in control” occurs and ending on the second anniversary of such date, Mr. Semach will receive the following benefits: (i) lump sum cash severance in an amount equal to 2.5 times the sum of his base salary plus his target annual bonus; (ii) a pro rata bonus for the year in which the involuntary termination of employment occurs, based on the greater of assumed target performance and actual performance measured through the end of the calendar year quarter immediately preceding the change in control, payable in a lump sum; (iii) a lump sum

 

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payment equal to 24 times the then-applicable employee cost for the monthly premiums for medical, prescription and dental benefits under Sealed Air’s health and welfare plans based on Mr. Semach’s then-applicable elections in effect immediately before the involuntary termination of employment; and (iv) the CIC Award Treatment.

The receipt of the above-described severance amounts is subject to the covered executive’s execution, delivery and non-revocation of a general written release and waiver of claims, in such form as determined by the plan administrator.

To receive any payments or benefits under the Executive Severance Plan, the covered executives also (i) must enter into standard Sealed Air agreements regarding the protection of confidential information and ownership of trade secrets and inventions and (ii) are subject to the terms of the restrictive covenants set forth in the Executive Severance Plan, which include 18-month post-termination non-competition and non-solicitation covenants.

Award Agreements

The terms and conditions applicable to the Company RSU Awards and Company PSU Awards under the Sealed Air equity plan and award agreements held by Sealed Air’s executive officers generally provide that, if these awards are assumed or replaced by the surviving or acquiring entity (or its parent entity) in connection with a change in control and the holder’s employment is terminated involuntarily other than for “cause” or by the holder for “good reason,” in each case, within 24 months following the change in control, including the Merger, then the awards will become fully vested and accelerate (with the performance targets applicable to any Company PSU Awards deemed to be achieved as of the date of the change in control at the greater of target and actual levels of performance).

Company RSU Awards will also vest in full in the case of death or disability before the scheduled vesting date and will generally be forfeited for any other termination of employment before the scheduled vesting date; however, certain Company RSU Awards awarded to Mr. Semach in 2023 and 2024 will vest in full upon an involuntary termination of his employment by Sealed Air without cause and not in connection with a change in control. In the case of death, disability or retirement before the end of the performance period, a pro rata number of the Company PSU Awards will become payable after the end of the performance period, based on the actual performance results for the performance period.

Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, the Company and its subsidiaries’ directors and officers will be entitled to certain ongoing indemnification and liability insurance coverage for a period of six years following the Effective Time. This indemnification and insurance coverage is further described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”

New Compensation Arrangements with Parent

As of the date of this proxy statement, no executive officer of Sealed Air has entered into any agreement with Parent or any of its affiliates regarding individual employment arrangements with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates following the consummation of the Merger. Prior to and following the Closing, however, Parent intends to have discussions with certain executive officers of Sealed Air regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates and certain executive officers of Sealed Air may enter into agreements with, Parent, Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

 

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Non-Employee Director Compensation

Prior to the Effective Time, Sealed Air will continue to compensate its non-employee directors for their service on the Board of Directors in the ordinary course of business consistent with past practice, except that all such payments will be in the form of cash (which will include cash-based payments in lieu of equity awards that would have been granted to non-employee directors in the ordinary course of business consistent with past practice).

Sealed Air’s Deferred Compensation Plan for Directors allows non-employee directors to elect to defer payment of their annual retainers, including any portion thereof payable as an equity-based payment, until termination of their service on the Board of Directors. If a non-employee director elects to defer a portion of his or her annual retainer payable in shares of Sealed Air common stock, then a number of Company DSUs equal to the number of shares that would otherwise have been paid to the non-employee director shall be credited to his or her stock account on or about the date on which the non-employee director would have become entitled to receive such shares if payment had not been deferred. If a non-employee director elects to defer a portion of his or her annual retainer payable in cash, such amounts shall be credited to his or her cash account on or about the date on which the cash payments would otherwise have been paid to the non-employee director if payment had not been deferred. Cash dividends paid on Sealed Air common stock shall be credited to each non-employee director’s stock account with additional full or fractional Company DSUs for such cash dividends based on the number of Company DSUs in the stock account on the applicable dividend record date.

A non-employee director may elect to receive the balances in his or her stock and cash accounts in a single payment or in five annual installments following termination of service on the board of directors, with payments made in accordance with the terms of the Deferred Compensation Plan for Directors and Section 409A of the Code.

Nonqualified Deferred Compensation

Sealed Air maintains the Sealed Air Corporation Deferred Compensation Plan for Key Employees (the “Deferred Compensation Plan”), an unfunded nonqualified deferred compensation plan designed to provide selected employees the opportunity to defer the payment of a portion of base salary and certain cash annual incentive compensation. Ms. Hyde is the only executive officer that participates in the Deferred Compensation Plan and no such deferred amounts will become payable upon a change of control, which includes the Merger.

280G Mitigation

Sealed Air has, following consultation with Parent, implemented strategies to eliminate or mitigate the possible impact of Sections 280G and 4999 of the Code. Such tax planning strategies include accelerating the vesting or payment of compensation that was scheduled to vest or be paid in the 2026 calendar year into the 2025 calendar year. On December 18, 2025, the Board of Directors and the People and Compensation Committee approved, with respect to Mr. Semach, Ms. Actis-Grande, Mr. Racki, Ms. Hyde, Ms. Johnson and Ms. Holland, (i) the advance payment of the executive officer’s annual bonus that would have otherwise been payable in calendar year 2026 in respect of fiscal year 2025 (the “FY25 Annual Bonus”) with performance for this purpose deemed to be 90% of target, in December 2025 (the “Accelerated Bonus”) and (ii) the vesting and settlement in shares of Sealed Air common stock of certain Company RSU Awards in December 2025 that otherwise would have vested and been settled in calendar year 2026 (the “Accelerated RSUs”). The Accelerated Bonus and the Accelerated RSUs will be reduced by applicable tax withholdings and are subject to the terms of a repayment agreement (as described below).

In connection with the accelerated vesting and payments described above, each applicable executive officer has executed a repayment agreement providing that the payments in respect of the Accelerated Bonus and Accelerated RSUs are subject to certain repayment and true-up conditions. Specifically, if an executive officer’s

 

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employment with Sealed Air is terminated for “cause” or voluntarily by the executive officer other than for “good reason” (as such terms are defined in the Executive Severance Plan) prior to the date FY25 Annual Bonuses are paid to employees generally in 2026, then the executive officer would be required to repay to Sealed Air the net after-tax amount with respect to such payment within 30 business days following such termination. Moreover, if the FY25 Annual Bonus based on actual achievement of performance goals exceeds the amount of the Accelerated Bonus, then Sealed Air will pay such excess amount (less applicable taxes and withholdings) to the executive officer at the same time the FY25 Annual Bonus is paid to Sealed Air’s employees generally. However, if the FY25 Annual Bonus based on actual achievement of performance goals is less than the amount of the Accelerated Bonus, then the executive officer will repay to Sealed Air the excess (if any) of the after-tax portion of the Accelerated Bonus over the actual FY25 Annual Bonus within 30 days following the date that the Company notifies the executive officer of the applicable repayment amount.

In addition, in the event of (i) the executive officer’s termination for any reason other than due to such executive officer’s death or disability prior to the Closing Date and prior to the date on which the applicable portion of the Accelerated RSUs otherwise would have vested or (ii) the executive officer’s resignation from employment without “good reason” or termination for “cause” following the Effective Time but prior to the date on which the applicable portion of the Accelerated RSUs otherwise would have vested in accordance with their terms, such executive officer would be required to forfeit the net after-tax number of shares received pursuant to the settlement of the Accelerated RSUs or, if any such shares have been subsequently transferred, sold or disposed of by the executive officer, repay to Sealed Air an amount equal to the “Fair Market Value” (as defined in the Sealed Air 2014 Omnibus Incentive Plan) of such shares as of the date of such transfer, sale or disposition, with such repayment to occur within 30 business days following such termination.

In addition, the Executive Severance Plan contains a Section 280G “net-better” cutback provision, which provides that, if the total payments to the executive officer would exceed the applicable threshold under Section 280G of the Code, then those payments will be reduced to the applicable threshold to avoid the imposition of the excise taxes under Section 4999 of the Code in the event, and only in the event, such reduction would result in a better after-tax result for the executive officer.

Named Executive Officer Golden Parachute Compensation

The following table is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger, assuming solely for the purposes of preparing the requisite calculations in the tables below, that the Merger is consummated on the latest practicable date prior to the filing of this proxy statement, or January 6, 2026.

Please note that the amounts in the following table are estimates based on the material assumptions described below that may or may not actually occur. Some of these assumptions are based on information that is currently available and, as a result, the actual amounts, if any, that may become payable to a named executive officer may differ in material respects from the amounts set forth below. For purposes of this proxy statement, “single-trigger” refers to payments and benefits that arise solely as a result of the completion of the Merger and “double-trigger” refers to payments and benefits that require two conditions, which are the completion of the Merger and a qualifying termination of employment.

For purposes of calculating such amounts, we have assumed:

 

•

a closing date of January 6, 2026 (which is the latest practicable date prior to the filing of this proxy statement);

 

•

the employment of each named executive officer is terminated without “cause” or by the named executive officer for “good reason” (each, a “qualifying termination”), in either case, immediately following the consummation of the Merger;

 

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•

the consummation of the Merger constitutes a change in control for purposes of the applicable compensation plan or agreement;

 

•

the named executive officer’s base salary and target annual bonus will remain unchanged from those applicable as of January 6, 2026;

 

•

each named executive officer’s outstanding equity awards are those that are outstanding and unvested as of January 6, 2026 (i.e., excluding any additional awards that may be granted following such date);

 

•

each named executive officer will receive subsidized COBRA continuation coverage, as applicable, for the maximum eligible period;

 

•

a price per share of Sealed Air common stock equal to the Merger Consideration of $42.15;

 

•

no cutback or reduction has been applied to mitigate the impact of Sections 280G and 4999 of the Code; and

 

•

no named executive officer will enter into any new agreement or become entitled to, prior to the Closing, additional compensation or benefits related to the Merger.

The compensation summarized in the table and footnotes below is subject to a non-binding, advisory vote of the stockholders of Sealed Air, as described in “Proposal 2: The Sealed Air Compensation Proposal” of this proxy statement.

Golden Parachute Compensation

 

Name(1)		Cash ($)(5)				Equity ($)(6)				Perquisites / Benefits ($)(7)				Total ($)
Dustin J. Semach			6,071,699				11,453,593				45,212				17,570,504
Kristen Actis-Grande			2,701,000				3,174,462				33,510				5,908,972
Veronika M. Johnson			1,160,000				1,095,109				12,074				2,267,183
Byron J. Racki			2,040,000				1,858,350				33,243				3,931,593
Russell K. Grissett			2,340,000				1,368,863				33,243				3,742,106
Belinda G. Hyde			1,716,000				1,294,975				22,482				3,033,457
Patrick M. Kivits(2)			—				—				—				—
Emile Z. Chammas(3)			—				1,731,923				—				1,731,923
Steven E. Flannery(4)			—				—				—				—

 

(1)

Under the relevant SEC rules, Sealed Air is required to provide information in this table with respect to its named executive officers. While disclosure is, therefore, required with respect to each of Messrs. Kivits, Chammas and Flannery, each of these listed individuals terminated employment with Sealed Air prior to the Merger and will not receive any compensation or benefit that is payable or that may become payable that is based on, or otherwise relates to, the Merger other than the Merger Consideration in respect of any shares of Sealed Air common stock that he owns.

(2)	Mr. Kivits is no longer an employee and executive officer of Sealed Air as of February 12, 2025.

(3)	Mr. Chammas is no longer an employee and executive officer of Sealed Air as of April 1, 2025, though he still holds Company PSU Awards which are outstanding and eligible to vest.

(4)	Mr. Flannery is no longer an employee and executive officer of Sealed Air as of November 20, 2025.

(5)

The amounts in this column represent the value of “double-trigger” cash severance that each named executive officer who is currently employed with Sealed Air as of January 6, 2026 would be eligible to receive pursuant to the Executive Severance Plan if he or she experiences a qualifying termination within the period beginning on the date on which the “change in control” occurs and ending on the second anniversary of such date (the “change in control period”).

Under the Executive Severance Plan, if any of the named executive officers (except for Sealed Air’s Chief Executive Officer, Mr. Semach) experiences an involuntary termination during the specified change in

 

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control period, then he or she is entitled to receive: (a) an amount equal to two times the sum of his or her base salary plus target annual bonus; (b) subject to the executive’s proper election to continue healthcare coverage under COBRA, payment by Sealed Air of the executive’s COBRA premiums, less the amount that the executive would be required to contribute for such healthcare coverage if the executive were an active employee, for a period of up to 18 months; and (c) full accelerated vesting of all outstanding Company Compensation Awards (in the case of performance-based vesting awards the target payout opportunities attainable under such award shall be deemed to have been fully earned as of the “separation date” based upon the greater of (i) an assumed achievement of all relevant performance goals at the “target” level, or (ii) the actual level of achievement of all relevant performance goals (the “CIC Award Treatment”)).

If Mr. Semach experiences an involuntary termination during the specified change in control period, then he is entitled to: (i) a lump sum cash severance in an amount equal to 2.5 times the sum of his base salary plus target annual bonus; (ii) a pro rata bonus for the year in which the involuntary termination of employment occurs, based on the greater of assumed target performance or actual performance measured through the end of the calendar year quarter immediately preceding the change in control, payable in an immediate lump sum; (iii) a lump sum payment equal to 24 times the then-applicable employee cost for the monthly premiums for medical, prescription and dental benefits under Sealed Air’s health and welfare plans based on Mr. Semach’s then-applicable elections in effect immediately before the involuntary termination of employment; and (iv) the CIC Award Treatment. For additional information, please see the section of this proxy statement captioned “—Interests of Executive Officers and Directors of Sealed Air in the Merger—Sealed Air Executive Severance Plan.”

The receipt of the above-described severance amounts is subject to (i) the named executive officer’s execution, delivery and non-revocation of a general written release and waiver of claims, in such form as determined by the plan administrator, (ii) the named executive officer entering into standard Sealed Air agreements regarding the protection of confidential information and ownership of trade secrets and inventions, and (iii) the named executive officer’s compliance with the restrictive covenants set forth in the Executive Severance Plan, which include 18-month post-termination non-competition and non-solicitation covenants.

The following table quantifies each separate form of cash severance compensation included in the aggregate total reported in this column.

 

Name		Base Salary Severance ($)				Bonus Severance ($)				Prorated Bonus Severance ($)				Total ($)
Dustin J. Semach			2,750,000				3,300,000				21,699				6,071,699
Kristen Actis-Grande			1,460,000				1,241,000				—				2,701,000
Veronika M. Johnson			800,000				360,000				—				1,160,000
Byron J. Racki			1,200,000				840,000				—				2,040,000
Russell K. Grissett			1,300,000				1,040,000				—				2,340,000
Belinda G. Hyde			1,040,000				676,000				—				1,716,000
Patrick M. Kivits			—				—				—				—
Emile Z. Chammas			—				—				—				—
Steven E. Flannery			—				—				—				—

 

(6)

The estimated amounts shown in this column represent the aggregate value of the outstanding Company RSU Awards and the Company PSU Awards that will be cancelled and converted to the contingent right to receive an amount in cash for the named executive officers as described in the section of this proxy statement captioned “—Interests of Executive Officers and Directors of Sealed Air in the Merger—Treatment of Company Compensation Awards.” The amounts in respect of the Company RSU Awards and the Company PSU Awards which would have remained subject to time-vesting requirements following the Closing Date absent the named executive officer’s qualifying termination of employment are double-trigger payments given they would only accelerate in connection with a qualifying termination of employment during the change in control period. The value of the Company PSU Awards will be

 

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determined based on the greater of target and actual level of performance as of the last trading day immediately prior to the Closing Date, as determined by the Compensation Committee of the Board of Directors in its good faith and reasonable discretion in accordance with the terms of the applicable Company PSU Award agreement. The amounts below in the column titled, “Value of Company PSU Awards – Accelerated” have been determined assuming an estimate of actual performance achievement at 168.5% for the 2024 PSUs and 165% for the 2025 PSUs. The 2023 PSUs are disclosed based on target performance of 100% because the estimate of actual performance achievement for the 2023 PSUs is below target achievement levels. For the avoidance of doubt, if the performance achievement levels of the 2023 PSUs are certified below target levels prior to the Effective Time, such PSUs will be paid out based on the actual performance achievement level rather than the target achievement level.

Under the terms of the Merger Agreement, in the case of Company RSU Awards, the payments of such equity awards (as estimated in the following table) will be made to the named executive officers at the same time the corresponding Company RSU Award would have vested under the terms of the applicable Company RSU Award agreement, and in the case of Company PSU Awards for continuing employees, over a three year time-vesting period with one-third of such award vesting on each December 31 that would occur during the three-year performance period applicable to the corresponding Company PSU Award (and any portion of the Company PSU Award that would have vested prior to the Closing Date based on this schedule will become immediately vested as of the Closing Date and Sealed Air has for purposes of these rules, assumed such payment will be considered a “single-trigger” payment). In addition, in the case of Mr. Chammas, who terminated employment prior to the Effective Time, his Company PSU Awards which remained outstanding and eligible to vest following his termination shall become payable as of the Effective Time and the payment in respect of such outstanding Company PSU Awards shall be paid by Sealed Air or its applicable subsidiary no later than the second regularly scheduled payroll date following the Effective Time and will be considered a “single-trigger” payment.

 

Name		Value of Company RSU Awards (time-based) ($)				Value of Company PSU Awards – Converted Cash Awards Accelerating upon Termination (Double-Trigger)($)				Value of Company PSU Awards – Vested or Payable at Closing (Single- Trigger) ($)
Dustin J. Semach			3,477,586				4,725,482				3,250,525
Kristen Actis-Grande			2,618,569				370,595				185,298
Veronika M. Johnson			562,955				254,036				278,118
Byron J. Racki			463,945				774,821				619,584
Russell K. Grissett			1,368,863				—				—
Belinda G. Hyde			336,357				561,356				397,262
Patrick M. Kivits(2)			—				—				—
Emile Z. Chammas(3)			—				—				1,731,923
Steven E. Flannery(4)			—				—				—

 

(7)

The amounts in this column represent the cost of subsidized COBRA continuation coverage for a period of 18 months (or, in the case of Mr. Semach, a lump sum payment equal to the employee cost of participation in Sealed Air’s health and welfare plans for 24 months) pursuant to the Executive Severance Plan. These payments are “double-trigger” benefits in that they will only be paid if the named executive officer experiences a qualifying termination of employment during the change in control period.

Narrative Disclosure to Named Executive Officer Golden Parachute Compensation Table

For additional information relating to our named executive officers’ severance payments and the treatment of equity awards held by our named executive officers, see the section of this proxy statement captioned “—Interests of the Directors and Executive Officers of Sealed Air in the Merger—Treatment of Company Compensation Awards.”

 

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Financing of the Merger

We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the Closing by Parent and Merger Sub under the Merger Agreement, will be approximately $10.6 billion. This amount includes funds needed to: (1) pay Sealed Air Stockholders the amounts due under the Merger Agreement for their Sealed Air common stock, (2) make payments in respect of our outstanding Company RSU Awards and Company PSU Awards payable at the Closing pursuant to the Merger Agreement, (3) repay or refinance certain existing indebtedness of the Company, and (4) pay all fees and expenses required to be paid by Parent or Merger Sub on the Closing Date in connection with the transactions contemplated under the Merger Agreement (collectively, the “Required Amounts”).

Parent and Merger Sub have obtained committed financing consisting of (i) equity financing to be provided by the CD&R Fund pursuant to the terms of the Equity Commitment Letter and (ii) debt financing to be provided pursuant to the Debt Commitment Letter by the Committed Lenders. In connection with the Merger Agreement, Parent and Merger Sub have delivered to Sealed Air copies of the Financing Letters. Parent’s and Merger Sub’s obligations under the Merger Agreement, including Parent’s and Merger Sub’s obligations to consummate the Merger, are not subject to, or conditioned on, Parent’s or Merger Sub’s receipt of financing.

Equity Financing

Pursuant to the Equity Commitment Letter, the CD&R Fund has committed to contribute or cause to be contributed to Parent at the Closing an aggregate amount in cash equal to $3.25 billion for the purpose of funding the Required Amounts. The obligations of the CD&R Fund to provide the equity financing under the Equity Commitment Letter are subject to a number of conditions, including, but not limited to: (i) satisfaction or waiver (to the extent permitted under the Merger Agreement) by Sealed Air, Parent and Merger Sub, as applicable, of each of the conditions to the obligations of Sealed Air, Parent and Merger Sub to consummate the Merger set forth in Section 7.01 and Section 7.02 of the Merger Agreement (other than those conditions that are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions) and the Closing being required to occur pursuant to the Merger Agreement, (ii) the Debt Financing (as defined below) has been funded in full or will be funded in full at the Closing, in each case, in accordance with the terms and conditions of the Debt Commitment Letter, if the Equity Financing (as defined below) is funded, in each case, in accordance with the terms thereof and (iii) irrevocable confirmation by Sealed Air to Parent in writing that if the Equity Financing and Debt Financing are funded, then Sealed Air will take such actions that are required of it by the Merger Agreement to consummate the Closing pursuant to the terms of the Merger Agreement. We refer to the equity financing described in the initial sentence of this paragraph as the “Equity Financing.”

The obligation of the CD&R Fund to fund the Equity Financing will terminate automatically and immediately upon the earliest to occur of (a) the payment of the Required Amounts by Parent at the Closing, (b) valid termination of the Merger Agreement in accordance with its terms, (c) a court of competent jurisdiction declining to specifically enforce the obligations of Parent to consummate the transactions contemplated by the Merger Agreement pursuant to a claim for specific performance brought against Parent pursuant to Section 9.02 of the Merger Agreement, (d) the termination of the Guarantee or (e) the assertion in writing or filing, directly or indirectly, of a claim or legal proceeding (in either case, whether at law or in equity, in tort, contract or otherwise) by Sealed Air or any of its subsidiaries or any of their respective Representatives (as defined in the Equity Commitment Letter), acting on behalf of Sealed Air or any of its subsidiaries, under or in respect of the Merger Agreement, the Guarantee or the transactions contemplated by the Equity Commitment Letter or the Guarantee (including in respect of any oral representations made or alleged to have been made in connection therewith) against Parent, the CD&R Fund or certain other affiliated persons described in the Equity Commitment Letter, other than a Permitted Claim (as defined in the Equity Commitment Letter).

Sealed Air is an express third party beneficiary of the rights granted to Parent under the Equity Commitment Letter only for the purpose of seeking specific performance of Parent’s right to cause the Equity Commitment to

 

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be funded under the Equity Commitment Letter, and for no other purpose (including, without limitation, any claim for monetary damages under the Equity Commitment Letter) subject to (i) the limitations and conditions set forth in the Equity Commitment Letter and (ii) the terms and conditions of the Merger Agreement.

Debt Financing

The Debt Commitment Letter provides that the lenders party thereto will provide, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, in the aggregate up to $9.4 billion in debt financing (not all of which is expected to be drawn at the Closing) (the “Debt Financing”).

The proceeds of the Debt Financing drawn on the Closing Date will be used (i) to effect the Merger and related transactions on the Closing Date, including repayment in full and termination of Sealed Air’s existing credit facility and certain of Sealed Air’s receivables facilities and existing notes (the “Refinancing”), (ii) for working capital purposes (including to refinance any indebtedness incurred for working capital purposes) and to replace, backstop or cash collateralize certain existing letters of credit (if any) of Sealed Air or its subsidiaries, (iii) to pay fees and expenses related to the Merger and related transactions and (iv) other general corporate purposes. The obligations of the Committed Lenders party to the Debt Commitment Letter to provide the Debt Financing under the Debt Commitment Letter are subject to certain customary conditions.

As of the date hereof, the documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement.

Guarantee

Pursuant to the Guarantee, the CD&R Fund has agreed to guarantee the due and punctual performance and discharge of: (1) solely in the event that the Parent Termination Fee is payable pursuant to and in accordance with Section 8.03(d) of the Merger Agreement, (A) the Parent Termination Fee, plus (B) the Enforcement Costs, if any, (2) any fees and expenses payable pursuant to Section 6.16(c) and Section 6.20 of the Merger Agreement, provided that such fees and expenses payable pursuant to this clause (2) shall not exceed in the aggregate $5,000,000 (the “Financing Cooperation Cap”), and (3) solely in the event that the Merger Agreement has been terminated pursuant to Section 8.01(f) thereof and the Parent Termination Fee is not payable by the CD&R Fund, any damages resulting from Parent’s or Merger Sub’s fraud or intentional and willful breach of the Merger Agreement that are payable pursuant to and in accordance with the Merger Agreement (but subject to the limitations set forth in Section 8.03(e) of the Merger Agreement (including the Parent Liability Limitation, as defined in the Merger Agreement)). We refer to the obligations set forth in the preceding sentence as the “Obligations.” The Obligations are subject to an aggregate cap of $435,993,930.

The Guarantee will terminate upon the earliest of: (a) the Closing, (b) the valid termination of the Merger Agreement in accordance with its terms other than a termination of the Merger Agreement pursuant to Section 8.01(f) or Section 8.01(i) thereof, (c) the payment by the CD&R Fund of an amount sufficient to satisfy the Obligations or the receipt by Sealed Air of an amount equal to the Parent Termination Fee and the Enforcement Costs (or, in the case of any Obligations in respect of any fees and expenses expressly payable by Parent pursuant to Section 6.16(c) and Section 6.20 of the Merger Agreement, the payment by the CD&R Fund of an amount equal to the Financing Cooperation Cap) and (d) the 60th day after the termination of the Merger Agreement pursuant to Section 8.01(f) or Section 8.01(i) thereof (a “Qualifying Termination”) unless prior to such 60th day, Sealed Air has commenced a proceeding against Parent alleging that any monetary damages are due as a result of Parent’s fraud or intentional and willful breach of the Merger Agreement or that the Parent Termination Fee is due and owing (a “Qualifying Suit”); provided, that if a Qualifying Termination has occurred and a Qualifying Suit is filed prior to such 60th day thereafter, the CD&R Fund will not have any further liability or obligation under the Guarantee from and after the earliest to occur of (i) the Closing, (ii) a final, non-appealable resolution of such Qualifying Suit, (iii) a written agreement among the CD&R Fund and Sealed

 

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Air terminating the Obligations and liabilities of the CD&R Fund pursuant to the Guarantee and (iv) payment of the Obligations by the CD&R Fund or payment of the Parent Termination Fee and the Enforcement Costs (or, in the case of any Obligations in respect of any fees and expenses expressly payable by Parent pursuant to Section 6.16(c) and Section 6.20 of the Merger Agreement, the payment by the Guarantor of an amount equal to the Financing Cooperation Cap).

Closing and Effective Time

Subject to the terms and conditions of the Merger Agreement, including restrictions with respect to the “Marketing Period” (as defined and further described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Closing and Effective Time”), the consummation of the Merger and the transactions contemplated by the Merger Agreement (the “Closing”) will take place at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, at 10:00 a.m., Eastern time, on the fifth business day after the satisfaction or waiver of all conditions to the Closing (as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions, or such other time and place as Parent and Sealed Air may mutually agree in writing.

For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement— Closing and Effective Time.”

Appraisal Rights

If the Merger is consummated, record holders and beneficial owners of Sealed Air common stock who do not vote in favor of the Merger (whether by voting against the Merger, abstaining or otherwise not voting with respect to the Merger), who properly demand an appraisal of their shares, who continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their shares of Sealed Air common stock through the Effective Date, who otherwise comply with the statutory requirements of Section 262 and who do not withdraw their demands or otherwise lose their rights to appraisal, subject to the conditions thereof, are entitled to seek appraisal of their shares in connection with the Merger under Section 262 and to receive payment in cash for the fair value of their shares of Sealed Air common stock as determined by the Delaware Court of Chancery, together with interest, if any, as determined by the Delaware Court of Chancery, in lieu of the consideration such record holder or beneficial owner would otherwise be entitled to pursuant to the Merger Agreement, subject to the requirements and limitations set forth in Section 262 described herein. These rights are known as appraisal rights. Stockholders and beneficial owners electing to exercise appraisal rights must comply with the provisions of Section 262 in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C. All references in Section 262 and in this summary to “stockholder” (and all references in this summary to “holder”) are to the record holder of the shares of Sealed Air common stock issued and outstanding immediately prior to the Effective Time as to which appraisal rights are asserted. All references within Section 262 and this summary to “beneficial owner” mean the beneficial owner of shares of Sealed Air common stock held either in voting trust or by a nominee on behalf of such person. Failure to comply strictly with the procedures set forth in Section 262 will result in the loss of appraisal rights. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that Sealed Air Stockholders exercise their appraisal rights under Section 262.

Under Section 262, record holders and beneficial owners of shares of Sealed Air common stock who make the demand described below with respect to such shares, do not vote in favor of the proposal to adopt the Merger

 

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Agreement, continuously hold such shares through the Effective Time and otherwise comply with the statutory requirements of Section 262 will be entitled to an appraisal of their shares of Sealed Air common stock and to receive payment in cash for the fair value of their shares of Sealed Air common stock as of the Effective Time, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The “fair value” of the shares of Sealed Air common stock as determined by the Delaware Court of Chancery may be more than, less than or equal to the Merger Consideration per share that holders thereof are otherwise entitled to receive under the terms of the Merger Agreement. Stockholders and beneficial owners should be aware that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Merger, is not an opinion as to, and does not otherwise address “fair value” under Section 262.

Under Section 262, when a merger agreement is to be submitted by a corporation’s board of directors for adoption at a meeting of such corporation’s stockholders, not less than 20 days before such meeting, the corporation submitting the matter to a vote of stockholders must notify the stockholders who were stockholders on the record date for notice of such meeting with respect to shares for which appraisal rights will be available pursuant to Section 262 that such appraisal rights will be available. A copy of Section 262 must be included with such notice. This proxy statement constitutes Sealed Air’s notice to its stockholders and beneficial owners that appraisal rights are available in connection with the Merger and the full text of Section 262 is attached to this proxy statement as Annex C, in compliance with the requirements of Section 262. Record holders and beneficial owners of Sealed Air common stock who wish to exercise such appraisal rights should carefully review the text of Section 262 contained in Annex C. Failure to comply timely and properly with the requirements of Section 262 may result in the loss of such holder’s or beneficial owner’s appraisal rights under the DGCL. Moreover, because of the complexity of the procedures for exercising appraisal rights, Sealed Air believes that a stockholder or beneficial owner considering the exercise of such rights should seek the advice of legal counsel.

If you are a record holder or beneficial owner of shares of Sealed Air common stock and wish to exercise the right to seek an appraisal of your shares of Sealed Air common stock, you must satisfy each of the following conditions:

 

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you must deliver to Sealed Air a written demand for appraisal before the vote on the proposal to adopt the Merger Agreement at the Special Meeting. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from, voting against or otherwise failing to vote for the adoption of the Merger Agreement. Voting against or failing to vote for the adoption of the Merger Agreement by itself does not constitute a demand for appraisal within the meaning of Section 262. The demand must reasonably inform the Company of the identity of the stockholder of record holding the shares for which appraisal is demanded, the intention of the person to demand appraisal of his, her, their or its shares and, in case of a demand made by a beneficial owner, must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of the shares and a statement that such documentary evidence is a true and correct copy of what it purports to be and must provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation under Section 262 and to be set forth on the verified list required by Section 262(f) of the DGCL. A stockholder’s and beneficial owner’s failure to make a written demand for appraisal before the vote on the proposal to adopt the Merger Agreement is taken will constitute a waiver of appraisal rights;

 

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you must not vote in favor of, or consent in writing to, the adoption of the Merger Agreement with respect to such shares. A vote in favor of the adoption of the Merger Agreement, whether by proxy submitted by mail, over the Internet or by telephone or at the Special Meeting, will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A proxy which does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement. Therefore, a stockholder who submits a proxy voting in favor of the adoption of the Merger Agreement or a proxy which does not contain voting instructions (which, unless revoked, will be voted in favor of the adoption of the Merger Agreement)

 

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and who wishes to exercise appraisal rights must effectively revoke that proxy pursuant to one of the means described in this proxy statement;

 

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you must continuously hold (in the case of a stockholder demanding appraisal) or beneficially own (in the case of a beneficial owner demanding appraisal) your shares of Sealed Air common stock from the date of making the demand through the Effective Time. You will lose your appraisal rights if you are a stockholder of record and transfer the shares, or if you are a beneficial owner and cease to beneficially own such shares, before the Effective Time;

 

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any stockholder or beneficial owner who has complied with the requirements of Section 262 or Sealed Air must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. Sealed Air is under no obligation to file any petition and has no intention of doing so; and

 

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you must otherwise comply with the applicable procedures and requirements set forth in Section 262.

If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Merger Consideration, but you will have no appraisal rights with respect to your shares of Sealed Air common stock.

A proxy that is submitted and does not contain voting instructions will, unless properly revoked, be voted “FOR” the proposal to adopt the Merger Agreement, and it may result in the loss of the stockholder’s right of appraisal and nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must either submit a proxy containing instructions to vote “AGAINST” the proposal to adopt the Merger Agreement or “ABSTAIN” from voting on the proposal to adopt the Merger Agreement. Voting against or failing to vote on the proposal to adopt the Merger Agreement by itself does not constitute a demand for appraisal within the meaning of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to adopt the Merger Agreement.

All demands for appraisal should be addressed to:

Sealed Air Corporation

Attention: General Counsel and Secretary

2415 Cascade Pointe Boulevard

Charlotte, NC 28208

Only a holder of record or beneficial owner of shares of Sealed Air common stock may assert appraisal rights for the shares of Sealed Air common stock registered in that holder’s name. A demand for appraisal must be executed by or on behalf of the stockholder of record or beneficial owner of the shares. The demand must reasonably inform Sealed Air of the identity of the record holder of the shares and that the stockholder or beneficial owner intends to demand appraisal of his, her, their or its Sealed Air common stock in connection with the Merger. In addition, if a demand is made by a beneficial owner, the demand must also (i) reasonably identify the holder of record of the shares for which the demand is made, (ii) provide documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (iii) provide an address at which such beneficial owner consents to receive notices given by Sealed Air and the office of Register in Chancery and to be set forth on the verified list required by Section 262(f) of the DGCL. A holder of record, such as a bank, broker, trust or other nominee, who holds shares of Sealed Air common stock as a nominee or intermediary for others, may exercise his, her, their or its right of appraisal with respect to the shares of Sealed Air common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Sealed Air common stock as to which appraisal is sought. Where no number of shares of Sealed Air common stock is expressly mentioned, the demand will be presumed to cover all shares of Sealed Air common stock held in the name of the holder of record or beneficially owned by the beneficial owner.

 

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If you own shares of Sealed Air common stock jointly with one or more other persons, as in a joint tenancy or tenancy in common, demand for appraisal should be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record or beneficial owner; however, the agent must identify the holder or holders of record (and, if by an authorized agent of any beneficial owner or owners, must identify the beneficial owner or owners and otherwise comply with the requirements applicable to appraisal demands made by beneficial owners) and expressly disclose the fact that, in exercising the demand, such person is acting as agent.

If the Merger is consummated, then within 10 days after the Effective Time, the Surviving Corporation in the Merger must give written notice of the Effective Time to each stockholder and beneficial owner who has demanded appraisal in accordance with Section 262 and who did not vote in favor of the proposal to adopt the Merger Agreement. At any time within 60 days after the Effective Time, any stockholder or beneficial owner who has demanded appraisal but has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder’s or beneficial owner’s demand for appraisal and accept the Merger Consideration for that holder’s shares of Sealed Air common stock by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder or beneficial owner without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the Surviving Corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder or beneficial owner who withdraws such person’s right to appraisal, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder or beneficial owner will be entitled to receive only the appraised value of his, her, their or its shares of Sealed Air common stock determined in any such appraisal proceeding, which value may be more than, less than or equal to the Merger Consideration.

Within 120 days after the Effective Time, but not thereafter, either the Surviving Corporation or any stockholder or beneficial owner who has complied with the requirements of Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all such stockholders and beneficial owners. Upon the filing of the petition by a stockholder or beneficial owner, service of a copy of such petition will be made upon the Surviving Corporation. The Surviving Corporation has no obligation to file such petition and has no present intention to file a petition and holders and beneficial owners should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Sealed Air common stock. In the event that the Surviving Corporation does not file such petition, the stockholders or beneficial owners of Sealed Air common stock who desire to have their shares appraised and who have complied with the requirements of Section 262 should initiate all necessary action to perfect their appraisal rights within the time and in the manner prescribed in Section 262. The failure of a stockholder or beneficial owner of shares of Sealed Air common stock to file such a petition within the period specified in Section 262 could nullify such person’s previous written demand for appraisal. In addition, within 120 days after the Effective Time, any stockholder or beneficial owner who has theretofore complied with the applicable provisions of Section 262 will be entitled to receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of shares not voted in favor of the proposal to adopt the Merger Agreement and with respect to which demands for appraisal have been received and the aggregate number of holders or beneficial owners holding or owning those shares (for which purpose the record holder of shares held by a beneficial owner who has made a demand for appraisal shall not be considered a separate stockholder holding such shares). The statement must be given within the later of (i) 10 days after such written request has been received by the Surviving Corporation or (ii) 10 days after the expiration of the period for delivery of demands for appraisal.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the Surviving Corporation, then the Surviving Corporation will be obligated, within 20 days after receiving service

 

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of a copy of the petition, to file with the Delaware Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders and beneficial owners who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached. After notice to stockholders and beneficial owners who have demanded appraisal from the Delaware Register in Chancery, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders and beneficial owners who have complied with Section 262 and who have become entitled to the appraisal rights provided by Section 262. Additionally, because the Sealed Air common stock will have been publicly listed on the NYSE, the Delaware Court of Chancery is required under Section 262 to dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Sealed Air common stock or (b) the value of the Merger Consideration for such total number of shares of Sealed Air common stock exceeds $1 million.

After determination of the stockholders and beneficial owners entitled to appraisal of their shares, the Delaware Court of Chancery will appraise the shares, determining their fair value as of the Effective Time after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value by the Surviving Corporation to the stockholders and beneficial owners entitled thereto. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as provided in the following sentence, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the appraisal proceeding, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided in the preceding sentence only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of shares as determined by the Delaware Court of Chancery and (ii) interest theretofore accrued, unless paid at that time.

Neither Sealed Air nor Parent anticipates offering more than the Merger Consideration provided for in the Merger Agreement to any stockholder or beneficial owner exercising appraisal rights and they reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Sealed Air common stock is less than the per share Merger Consideration. In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983), the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., 634 A.2d 345 (Del. 1993), the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the Surviving Corporation and the stockholders and beneficial owners participating in the appraisal proceeding by the Delaware Court of Chancery,

 

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as it deems equitable in the circumstances. Each dissenting stockholder or beneficial owner is responsible for his, her, their or its attorneys and expert witness expenses, although upon the application of a dissenting stockholder or beneficial owner, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder or beneficial owner in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares entitled to appraisal. Any stockholder or beneficial owner who demanded appraisal rights will not, after the Effective Time, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares other than with respect to any such payment as of the Record Date prior to the Effective Time.

At any time within 60 days after the Effective Time, any stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw such demand for appraisal and to accept the terms offered in the Merger; after this period, such stockholder or beneficial owner may withdraw such demand for appraisal only with the consent of the Surviving Corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the Effective Time, or if the stockholder or beneficial owner otherwise fails to perfect, successfully withdraws or loses such holder’s right to appraisal, then such stockholder’s right to appraisal will cease, and such stockholder or beneficial owner will be entitled to receive the Merger Consideration. Inasmuch as the Surviving Corporation has no obligation to file such a petition, and has no present intention to do so, any record or beneficial holder of shares who desires such a petition to be filed is advised to file it on a timely basis. As indicated above, any stockholder or beneficial owner may withdraw such stockholder’s or beneficial owner’s demand for appraisal by delivering to the Surviving Corporation a written withdrawal of his, her, their or its demand for appraisal and acceptance of the Merger Consideration except (i) that any such attempt to withdraw made more than 60 days after the Effective Time will require written approval of the Surviving Corporation and (ii) that no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder or beneficial owner without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, provided, however, that the preceding clause (ii) will not affect the right of any stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s or beneficial owner’s demand for appraisal and to accept the Merger Consideration on terms offered upon the Merger within 60 days after the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s or beneficial owner’s statutory appraisal rights.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of Sealed Air common stock whose shares are converted into the right to receive cash pursuant to the Merger, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS regarding any matter discussed below.

 

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This discussion is limited to U.S. Holders and Non-U.S. Holders who hold their shares of Sealed Air common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to holders subject to special rules under the U.S. federal income tax laws, including, for example, but not limited to:

 

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banks and other financial institutions;

 

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mutual funds;

 

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insurance companies;

 

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brokers or dealers in securities, currencies or commodities;

 

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dealers or traders in securities subject to a mark-to-market method of accounting;

 

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regulated investment companies and real estate investment trusts;

 

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tax-qualified retirement plans;

 

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tax-exempt organizations, governmental agencies, instrumentalities or other governmental organizations and pension funds;

 

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holders that are holding shares of Sealed Air common stock as part of a “straddle,” hedge, constructive sale, or other integrated transaction or conversion transaction or similar transactions;

 

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U.S. Holders whose functional currency is not the U.S. dollar;

 

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partnerships, other entities classified as partnerships for U.S. federal income tax purposes, “S corporations” or any other pass-through entities for U.S. federal income tax purposes (or investors in such entities);

 

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expatriated entities subject to Section 7874 of the Code;

 

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U.S. expatriates and former citizens or long-term residents of the United States;

 

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holders that own or have owned (directly, indirectly or constructively) five percent or more of Sealed Air common stock (by vote or value);

 

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holders required to accelerate the recognition of any item of gross income with respect to their shares as a result of such income being recognized on an applicable financial statement;

 

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grantor trusts;

 

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“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

 

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persons who hold or received Sealed Air common stock pursuant to the exercise of any employee stock option, in connection with a restricted stock unit award or company performance stock unit award or otherwise in a compensatory transaction;

 

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holders that own an equity interest in Parent following the Merger;

 

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holders that hold their Sealed Air common stock through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the United States; and

 

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holders that do not vote in favor of the Merger and that properly demand appraisal of their shares under Section 262.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Sealed Air common stock, the U.S. federal income tax treatment of a

 

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partner in such partnership generally will depend upon the status of such partner, the activities of such partner and the partnership and certain determinations made at the partner level. Accordingly, partners in partnerships holding shares of Sealed Air common stock should consult their tax advisors as to the particular tax consequences to them of the Merger.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN AS TO ANY PARTICULAR STOCKHOLDER WILL DEPEND ON SUCH STOCKHOLDER’S PARTICULAR TAX CIRCUMSTANCES. WE URGE YOU TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES.

U.S. Holders

This section applies to “U.S. Holders.” For purposes of this proxy statement, a “U.S. Holder” is any beneficial owner of Sealed Air common stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

 

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an individual who is a citizen or resident of the United States;

 

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a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof, or the District of Columbia;

 

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

 

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a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

The receipt of cash by a U.S. Holder in exchange for shares of Sealed Air common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss in an amount equal to the difference between the amount of cash received in the Merger and the U.S. Holder’s adjusted tax basis in the shares of Sealed Air common stock surrendered pursuant to the Merger by such U.S. Holder. A U.S. Holder’s adjusted tax basis in its shares of Sealed Air common stock generally will equal the amount that such U.S. Holder paid for such shares. A U.S. Holder’s gain or loss on the disposition of shares of Sealed Air common stock generally will be characterized as capital gain or loss. Any such gain or loss will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the time of the completion of the Merger. The deductibility of capital losses is subject to limitations. U.S. Holders who hold different blocks of Sealed Air common stock (shares of Sealed Air common stock purchased or acquired on different dates or at different prices) should consult their tax advisor to determine how the above rules apply to them.

Non-U.S. Holders

This section applies to “Non-U.S. Holders.” For purposes of this proxy statement, a “Non-U.S. Holder” means a beneficial owner of Sealed Air common stock that is not a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

A Non-U.S. Holder will not be subject to U.S. federal income tax on gain realized in connection with the Merger, unless:

 

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the gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States);

 

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•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition of shares of Sealed Air common stock pursuant to the Merger and certain other requirements are met; or

 

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shares of Sealed Air common stock constitute a United States real property interest (“USRPI”) by reason of Sealed Air’s status as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes and one or more other conditions are satisfied, including that such holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of the Sealed Air common stock at any time during the shorter of the five-year period preceding the Merger or the period that the holder held Sealed Air common stock.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized in connection with the Merger, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

We believe that Sealed Air is not currently, has not been during the preceding five years and prior to or at the time of the Merger does not expect to become, a USRPHC. Because the determination of whether Sealed Air is a USRPHC depends on the fair market value of Sealed Air’s USRPIs relative to the fair market value of Sealed Air’s non-USRPIs and other business assets, there can be no assurance that Sealed Air is not or will not become a USRPHC. A non-U.S. holder should consult its own tax advisor about the consequences that could result if Sealed Air is or were to become a USRPHC.

Information Reporting and Backup Withholding

Information reporting generally will apply to payments to a U.S. Holder in connection with the Merger. Backup withholding generally will apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules.

Information reporting and backup withholding generally will apply to the proceeds of a disposition of shares of Sealed Air common stock in the Merger by a non-U.S. Holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies, on a properly completed applicable IRS Form W-8, its status as a non-U.S. Holder and satisfies certain other requirements, or otherwise establishes an exemption. For information reporting purposes, dispositions effected through a non-U.S. office of a broker with certain connections with the United States will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement.

Backup withholding is not an additional tax. The amount of any backup withholding generally will be allowed as a credit against a holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

 

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THE DISCUSSION ABOVE IS BASED ON CURRENT U.S. FEDERAL INCOME TAX LAW. LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS, WHICH CAN APPLY RETROACTIVELY, COULD AFFECT THE ACCURACY OF THE STATEMENTS SET FORTH THEREIN. THIS DISCUSSION IS NOT TAX ADVICE. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION AND HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Regulatory Approvals Required for the Merger

General

Sealed Air, Parent and Merger Sub have agreed to, and to cause their subsidiaries to, use reasonable best efforts to comply with all regulatory notification requirements, and, subject to certain limitations, to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include approval under the HSR Act and any other applicable antitrust laws (whether domestic or foreign) and foreign direct investment laws.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until the parties each file a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of that waiting period. If the FTC or DOJ issues a request for additional information and documents (which we refer to as the “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. Sealed Air, Parent and their respective affiliates filed their HSR Act notifications on December 15, 2025, and received early termination of the waiting period under the HSR Act on December 23, 2025.

At any time before or after consummation of the Merger and the other transactions contemplated by the Merger Agreement, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger and the other transactions contemplated by the Merger Agreement, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger and the other transactions contemplated by the Merger Agreement, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger and the other transactions contemplated by the Merger Agreement or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger and the other transactions contemplated by the Merger Agreement will not be made or that, if a challenge is made, we will prevail.

Other Regulatory Approvals

The Merger is also subject to clearance or approval by the antitrust authorities in other jurisdictions, including the European Union, and other relevant authorities under foreign investment laws. The Merger is also subject to approval by the European Commission under the Foreign Subsidies Regulation (Regulation EU 2022/2560). The Merger cannot be completed until the parties obtain clearance to consummate the Merger or the applicable waiting periods have expired or been terminated in such jurisdictions.

 

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by Sealed Air, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between Sealed Air, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Sealed Air, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Sealed Air, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letters to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Sealed Air, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Sealed Air and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, contemporaneously with, or as promptly as practicable after the Closing (as defined in the section of this proxy statement captioned “—Closing and Effective Time”): (i) the parties will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”), and will make all other filings or recordings required under the DGCL in order to consummate the Merger; (ii) the Merger will become effective at the Effective Time; (iii) as a result of the Merger, the separate corporate existence of Merger Sub will cease and Sealed Air will continue its existence as a wholly owned subsidiary of Parent under the laws of the State of Delaware; and (iv) Sealed Air will continue after the Merger as the Surviving Corporation. From and after the Effective Time, the Surviving Corporation will possess all rights, privileges, powers and franchises of Sealed Air and Merger Sub, and all of the obligations, liabilities and duties of Sealed Air and Merger Sub will become the obligations, liabilities and duties of the Surviving Corporation.

Subject to the indemnification provisions set forth in the Merger Agreement (as described in the section of this proxy statement captioned “—Indemnification and Insurance”), at the Effective Time, (i) the certificate of incorporation of Sealed Air in effect immediately prior to the Effective Time will be amended and restated in its entirety in the form attached to the Merger Agreement, and as so amended will be the certificate of incorporation of the Surviving Corporation, and (ii) the bylaws of Sealed Air in effect immediately prior to the Effective Time

 

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will be amended and restated in their entirety in the form of the bylaws of Merger Sub immediately prior to the Effective Time, and as so amended will be the bylaws of the Surviving Corporation, in each case, until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation or bylaws.

From and after the Effective Time, the officers of Sealed Air immediately prior to the Effective Time will be the officers of the Surviving Corporation and, unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, in each case, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be.

Closing and Effective Time

Subject to the terms and conditions of the Merger Agreement, the Closing will take place at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, at 10:00 a.m., Eastern time, on the fifth business day after the satisfaction or (to the extent permissible) waiver of all conditions to the Merger (as described in the section of this proxy statement captioned “—Conditions to the Closing of the Merger”) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as Parent and Sealed Air may mutually agree in writing. However, the Closing may not occur until the earlier of (a) a date during the Marketing Period (as defined in this section of this proxy statement below) specified by Parent on no fewer than five business days’ notice to Sealed Air (unless a shorter period has been agreed to by Sealed Air and Parent) and (b) the fifth business day following the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all conditions to the Merger (as described in the section of this proxy statement captioned “—Conditions to the Closing of the Merger”) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions)).

The “Marketing Period”, a time allotted to Parent and Merger Sub for purposes of marketing the Debt Financing, is (A) at all times to and including October 7, 2026, the first period of 15 consecutive business days after November 16, 2025 throughout and at the end of which (i) Parent has certain financial information about Sealed Air required by, and as described and defined in, the Merger Agreement (the “Required Information”) and (ii) the mutual conditions and Parent and Merger Sub’s conditions to the Merger have been satisfied or, to the extent permitted by applicable law, waived (other than any such conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions at the Closing) and nothing has occurred and no condition exists that would cause any of the mutual conditions and Parent and Merger Sub’s conditions to the Merger to fail to be satisfied assuming the Closing were to be scheduled for any time during such 15 consecutive business day period and (B) at all times from and after October 7, 2026, the first period of 15 consecutive business days after November 16, 2025 throughout and at the end of which (i) Parent has the Required Information and (ii) the mutual conditions and Parent and Merger Sub’s conditions to the Merger have been satisfied or, to the extent permitted by applicable law, waived (other than (I) any such conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions at the Closing and (II) the conditions to the Merger relating to the Required Company Stockholder Approval and receipt of required regulatory approvals) and nothing has occurred and no condition exists that would cause any of the mutual conditions or Parent and Merger Sub’s conditions to the Merger (other than the conditions to the Merger relating to the Required Company Stockholder Approval and receipt of required regulatory approvals, if such conditions were not satisfied at the commencement of such 15 consecutive business day period as contemplated by clause (II) of the immediately preceding parenthetical above) to fail to be satisfied assuming the Closing were to be scheduled for any time during such 15 consecutive business day period. In the case of each of clauses (A) and (B), (1) (x) November 28, 2025 will not constitute a business day for purposes of calculating such 15 consecutive business day period (with such date being excluded for purposes of, but which will not reset, such 15 consecutive business day period), (y) if such 15 consecutive business day period will not have ended on

 

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or prior to December 19, 2025, then such 15 consecutive business day period will not commence prior to January 5, 2026 and (z) if such 15 consecutive business day period has not ended on or prior to August 21, 2026, then such 15 consecutive business day period will not commence prior to September 8, 2026 and (2) the Marketing Period will not be deemed to have commenced if, after the date hereof and prior to the Closing Date, (w) any of the historical financial statements that are included in the Required Information become stale under Regulation S-X, (x) PricewaterhouseCoopers LLP (or any other auditor to the extent financial statements audited by such auditor are to be included in the Required Information) has withdrawn its audit opinion with respect to any of the audited financial statements of Sealed Air or that are included in the Required Information, (y) Sealed Air or any of its affiliates restates or the Board of Directors has determined to restate or PricewaterhouseCoopers LLP (or any other auditor to the extent financial statements audited by such auditor are be included in the Required Information) has determined that it is necessary to restate any historical financial statements of Sealed Air that are included in the Required Information, or (z) the Required Information, taken as a whole, contains any untrue statement of a material fact or omits to state any material fact, in each case with respect to Sealed Air, necessary in order to make the statements contained in such financial information, in light of the circumstances under which they were made, not misleading. There will be only one full Marketing Period and if a Marketing Period is completed prior to the Closing Date, there will be no requirement for a subsequent Marketing Period to run.

Merger Consideration

Sealed Air Common Stock

At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or Sealed Air or their respective stockholders, each share of Sealed Air common stock issued and outstanding immediately prior to the Effective Time (but excluding any Cancelled Shares and any Dissenting Shares) will be cancelled and extinguished and automatically converted into and will thereafter represent the right to receive the Merger Consideration, payable to the holder thereof, without interest.

Treatment of Company Compensation Awards

The Merger Agreement provides that each Company RSU Award that remains outstanding immediately prior to the Effective Time will automatically, and without any action on the part of the Company, Parent, or the holder of such Company RSU Award, be cancelled and terminated at the Effective Time and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Sealed Air common stock underlying such Company RSU Award at the Effective Time and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company RSU Award, in each case, less any applicable withholding taxes, with such cash-based award subject to the terms and conditions applicable to the corresponding Company RSU Award (including time-based vesting conditions and terms related to the treatment upon termination of employment).

Each Company PSU Award that remains outstanding immediately prior to the Effective Time will automatically, and without any action on the part of the Company, Parent, or the holder of such Company PSU Award, be cancelled and terminated at the Effective Time and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Sealed Air common stock subject to such Company PSU Award, determined assuming that the applicable performance goals have been deemed to be achieved at the greater of target and actual level of performance as of the last trading day immediately prior to the Closing Date, as determined by the Compensation Committee of the Board of Directors in its good faith and reasonable discretion in accordance with the terms of the applicable Company PSU Award agreement, and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company PSU Award, in each case, less any applicable withholding taxes, which cash-based award (x) that is received by former employees of Sealed Air or its subsidiaries who retired or terminated employment prior to the Effective Time shall become

 

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payable as of the Effective Time and shall be paid by Sealed Air or its applicable subsidiary no later than the second regularly scheduled payroll date following the Effective Time; and (y) that is received by any current employee or service provider of Sealed Air or its subsidiaries shall be subject to the same terms and conditions as are applicable to the corresponding Company PSU Award (including terms related to the treatment upon termination of employment) other than performance-based vesting conditions; however, the time-based vesting condition applicable to such cash-based award shall be a three year time-vesting requirement with one-third of such award vesting on each December 31 that would occur during the three-year performance period applicable to the corresponding Company PSU Award (and any portion of the Company PSU Award that would have vested prior to the Effective Time based on this schedule will become immediately vested as of the Effective Time).

Each Company DSU that remains outstanding immediately prior to the Effective Time will automatically, and without any action on the part of the Company, Parent, or the holder of such Company DSU, be cancelled and terminated at the Effective Time and converted into a right to receive an amount in cash (without interest) equal to (i) the product of (A) the number of shares of Sealed Air common stock subject to such Company DSU as of the Effective Time and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company DSU, less any applicable taxes required to be withheld with respect to such payment, payable as promptly as practicable following the Closing Date.

Exchange and Payment Procedures

Prior to the Effective Time, Parent will select a nationally recognized financial institution (the identity and terms of appointment of which will be reasonably acceptable to Sealed Air) to act as paying agent in the Merger (the “Paying Agent”) for the payment of the Merger Consideration in respect of each share of Sealed Air common stock issued and outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares and except for any Dissenting Shares. At or prior to the Effective Time, Parent will deposit or cause to be deposited with the Paying Agent, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid by the Paying Agent in accordance with the Merger Agreement in respect of the shares of Sealed Air common stock issued and outstanding immediately prior to the Effective Time, excluding, for the avoidance of doubt any Cancelled Shares and Dissenting Shares (the “Exchange Fund”). Parent will cause the Surviving Corporation through the Surviving Corporation’s payroll system (or, in the case of Company Compensation Awards granted to non-employee directors, through the Surviving Corporation’s accounts payable) to pay to the holders of Company Compensation Awards the amounts described in the section of this proxy statement captioned “—Treatment of Company Compensation Awards” following the Effective Time at such time as such amounts become payable.

As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented shares of Sealed Air common stock (other than the Cancelled Shares and except for any Dissenting Shares) (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as applicable, to the Paying Agent) in such form as Parent and Sealed Air may reasonably agree, for use in effecting delivery of shares of Sealed Air common stock to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as applicable, in exchange for the Merger Consideration, in each case of clause (i) and (ii), in such form as Parent and Sealed Air may reasonably agree.

Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Shares, as applicable, for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share will be entitled to receive in exchange therefor and Parent will cause the Paying Agent to pay in exchange therefor, as promptly as practicable (but in

 

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any event within two business days), the Merger Consideration, and the Certificates or Book-Entry Shares surrendered will be canceled. In the event of a transfer of ownership of Sealed Air common stock that is not registered in the transfer records of Sealed Air, payment of the appropriate amount of Merger Consideration may be made to a person other than the person in whose name the Certificate or Book-Entry Share so surrendered is registered, if such Certificate will be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents reasonably required by the Paying Agent) or such Book-Entry Share will be properly transferred. No interest will be paid or accrue on any cash payable upon surrender of any Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share. Until so surrendered, outstanding Certificates or Book-Entry Shares will be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the Merger Agreement.

After the Effective Time, there will be no further transfers or registration of transfers of shares of Sealed Air common stock. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing shares of Sealed Air common stock issued and outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares of Sealed Air common stock, except as otherwise provided in the Merger Agreement or by applicable law. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Paying Agent, the Surviving Corporation or Parent, they will be automatically cancelled and exchanged for the consideration, if any, provided for, and in accordance with the procedures set forth, in the Merger Agreement.

Any portion of the Exchange Fund that remains unclaimed by the holders of shares of Sealed Air common stock after the date which is the one-year anniversary of the Closing Date will be returned to the Surviving Corporation or its designee upon demand. Any holder of shares of Sealed Air common stock who has not exchanged his, her or its shares of Sealed Air common stock prior to that time will thereafter look only to the Surviving Corporation for delivery of the Merger Consideration in respect of such holder’s shares of Sealed Air common stock (other than Cancelled Shares and Dissenting Shares) without any interest thereon (subject to abandoned property, escheat or similar Laws). Parent will pay all charges and expenses of the Paying Agent in connection with the exchange of Certificates or Book-Entry Shares for the Merger Consideration. Notwithstanding the foregoing, none of Parent, Merger Sub, Sealed Air, the Surviving Corporation or any of their respective affiliates will be liable to any person, including any holder of shares of Sealed Air common stock or Company Compensation Awards for any Merger Consideration or any amounts that would otherwise be paid to the holders of Company Compensation Awards, in each case that is required to be delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Representations and Warranties

The Merger Agreement contains representations and warranties of Sealed Air, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Sealed Air are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of this proxy statement, “Company Material Adverse Effect” means any effect, change, fact, development, occurrence or event (each, an “Effect”) that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the business, assets, operations or financial condition of Sealed Air and its subsidiaries, taken as a whole. However, in no event will any of the following (alone or in combination), be deemed to constitute, nor will any of the following be taken into account in determining whether there has been or will be a “Company Material Adverse Effect” (subject to the limitations set forth below):

 

•

any change in applicable law, GAAP or any applicable accounting standards or any change in the official interpretation thereof;

 

•

general economic, political or business conditions or changes therein, or acts of terrorism, epidemics or pandemics, disease outbreaks or changes in geopolitical conditions (including commencement, continuation or escalation of war, armed hostilities or national or international calamity) or any escalation or worsening of the foregoing (including any response of any governmental authority, including requirements for business closures or “sheltering-in-place”);

 

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•

earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics or disease outbreaks and other force majeure events, or other acts of God;

 

•

the imposition of, or changes in, any tariffs, sanctions or similar applicable law or governmental order;

 

•

financial and capital markets conditions, including interest rates and currency exchange rates, and any changes therein;

 

•

any change generally affecting the industries in which Sealed Air and its subsidiaries operate;

 

•

the announcement of the Merger Agreement or the consummation of the Merger and the other transactions contemplated by the Merger Agreement (including (i) the initiation of litigation by any holder of shares of Sealed Air with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or (ii) any termination or loss of, reduction in or similar negative impact on relationships, contractual or otherwise, with any actual or potential customers, suppliers, distributors, partners or employees of Sealed Air and its subsidiaries, in each case, due to the identity of the parties to the Merger Agreement or any communication by Parent regarding the plans or intentions of Parent with respect to the conduct of the business of Sealed Air and its subsidiaries); provided that this bullet will not apply with respect to any representation or warranty contained in the Merger Agreement to the extent that the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of the Merger Agreement;

 

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the taking of any action or the omission of any action expressly required by the Merger Agreement or at the express written request of Parent (other than any covenant to operate in the ordinary course in the Merger Agreement (as described in the section of this proxy statement captioned “—Conduct of Business Pending the Merger”) and Parent and Merger Sub’s condition to the Merger that each of the covenants and obligations that Sealed Air is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects, to the extent relating thereto);

 

•

any change in the price or trading volume of Sealed Air’s securities or other financial instruments, in and of itself (it being understood that the underlying causes of such change, to the extent not otherwise excluded by other clauses of this definition, may be taken into account in determining the occurrence of a Company Material Adverse Effect); or

 

•

any failure of Sealed Air and its subsidiaries to meet any internal or published projections, estimates or forecasts (it being understood that the underlying causes of such failure, to the extent not otherwise excluded by other clauses of this definition, may be taken into account in determining the occurrence of a Company Material Adverse Effect);

provided, further, that in the case of each of the first through sixth bullets, to the extent that such matters disproportionately adversely impact Sealed Air and its subsidiaries (taken as a whole) relative to other businesses operating in the industries in which Sealed Air and its subsidiaries operate, such Effect may be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be likely to occur.

In the Merger Agreement, Sealed Air has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

 

•

due organization, valid existence, good standing and authority and qualification to conduct business with respect to Sealed Air and each of its subsidiaries;

 

•

Sealed Air’s corporate power and authority to enter into and perform its obligations under the Merger Agreement and the enforceability of the Merger Agreement;

 

•

the necessary approval of the Board of Directors;

 

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required consents, approvals and regulatory filings in connection with the Merger Agreement and performance of Sealed Air’s obligations thereunder;

 

•

the absence of conflicts with laws, organizational documents and material contracts of Sealed Air and its subsidiaries;

 

•

the capital structure of Sealed Air and its subsidiaries;

 

•

compliance with SEC rules regarding filings and financial statements;

 

•

disclosure controls and procedures;

 

•

internal accounting controls and procedures;

 

•

between September 30, 2025 through November 16, 2025, that (i) no Company Material Adverse Effect had occurred and (ii) except in connection with the Merger Agreement and the transactions contemplated thereby, the business of Sealed Air and its subsidiaries had been conducted, in all material respects, in the ordinary course of business;

 

•

the absence of specified undisclosed liabilities;

 

•

the existence and enforceability of specified categories of Sealed Air’s and its subsidiaries’ material contracts, any notices with respect to termination or non-renewal, or disputes with respect to, such material contracts, and the performance by Sealed Air and its subsidiaries in all material respects of their respective obligations under such material contracts;

 

•

top customers and top vendors;

 

•

compliance with laws, including data privacy and security, anti-corruption and anti-money laundering and sanctions laws, and possession of necessary licenses and permits;

 

•

pending and threatened litigation and unsatisfied judgments and open injunctions;

 

•

certain real property owned or leased by Sealed Air and its subsidiaries;

 

•

trademarks, patents, copyrights and other intellectual property matters;

 

•

insurance matters;

 

•

tax matters;

 

•

employee benefit plans;

 

•

labor matters;

 

•

environmental matters;

 

•

accuracy of information provided in this proxy statement;

 

•

the inapplicability of anti-takeover statutes to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement;

 

•

the necessary vote of Sealed Air Stockholders in connection with the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement;

 

•

the absence of any investment banker, broker, finder or other financial intermediary that has been retained by or is authorized to act on behalf of Sealed Air or any of its subsidiaries who will be entitled to any fee or commission from Sealed Air or any of its subsidiaries in connection with the Transactions, except for Evercore;

 

•

food regulatory matters;

 

•

product liability and warranty matters;

 

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the rendering of Evercore’s opinion to Sealed Air that, as of November 16, 2025, and based upon and subject to the various limitations, qualifications, assumptions and other matters set forth in such opinion, the Merger Consideration to be received by holders of Sealed Air common stock (other than any holders of any Cancelled Shares or any Dissenting Shares) in the Merger is fair, from a financial point of view, to such holders; and

 

•

the exclusivity and terms of the representations and warranties made by Parent and Merger Sub.

In addition, in the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Sealed Air that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

 

•

due organization, valid existence, good standing and authority and qualification to conduct business with respect to Parent and Merger Sub;

 

•

Parent’s and Merger Sub’s corporate power and authority to enter into and perform their respective obligations under the Merger Agreement and the enforceability of the Merger Agreement;

 

•

the necessary approval of the board of managers, directors or similar governing body of each of Parent and Merger Sub;

 

•

the absence of any required consent of holders of equity interests of Parent;

 

•

required consents, approvals and regulatory filings in connection with the Merger Agreement and the performance by Parent and Merger Sub of their respective obligations thereunder;

 

•

the absence of conflicts with laws and organizational documents and material contracts of Parent and Merger Sub;

 

•

required consents and regulatory filings in connection with the Merger Agreement;

 

•

the absence of any conflict, violation or material alteration of any organizational documents, existing contracts, or applicable laws;

 

•

pending and threatened litigation and unsatisfied judgments and open injunctions;

 

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the absence of any investment banker, broker, finder or other financial intermediary that has been retained by or is authorized to act on behalf of Parent or any of its subsidiaries who will be entitled to any fee or commission from Sealed Air in connection with the transactions contemplated by the Merger Agreement, except as set forth in the confidential disclosure letter provided by Parent to Sealed Air;

 

•

the fact that Parent and its subsidiaries do not own any Sealed Air common stock;

 

•

the absence of certain arrangements between Parent and its subsidiaries, on the one hand, and Sealed Air Stockholders, on the other hand;

 

•

delivery and enforceability of each of the Equity Commitment Letter, Debt Commitment Letter and Debt Fee Letter;

 

•

the solvency of Parent and the Surviving Corporation following the consummation of the Merger and the transactions contemplated by the Merger Agreement and payment of all related fees and expenses;

 

•

accuracy of information provided in this proxy statement;

 

•

prior business activities of Merger Sub;

 

•

the absence of any arrangements between Parent, Merger Sub or any of their affiliates, on the one hand, and any executive officers, directors or subsidiaries of Sealed Air, on the other hand, relating to the transactions contemplated by the Merger Agreement or the operations of Sealed Air, other than the Merger Agreement; and

 

•

the exclusivity and terms of the representations and warranties made by Sealed Air.

 

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The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, between November 16, 2025 and the first to occur of the Effective Time and the valid termination of the Merger Agreement, except: (i) as disclosed in the confidential disclosure letter provided by Sealed Air to Parent; (ii) as required by applicable law; (iii) as expressly contemplated by the Merger Agreement; (iv) for any commercially reasonable actions in response to an emergency condition that presents a significant risk of imminent harm to human health (so long as Sealed Air, to the extent reasonably practicable under the circumstances, consults with Parent and takes into account its views prior to taking any such actions); or (v) otherwise with the prior written consent of Parent (which may not be unreasonably withheld, conditioned or delayed), Sealed Air will and will cause each of its subsidiaries to:

 

•

conduct its operations, in all material respects, in the ordinary course of business; and

 

•

use its commercially reasonable efforts to preserve the goodwill and current relationships with customers, suppliers, creditors, employees and other persons with which Sealed Air or any of its subsidiaries has material business relations.

In addition, Sealed Air has also agreed that, during the period of time between November 16, 2025 and the first to occur of the Effective Time and the valid termination of the Merger Agreement, except: (i) as disclosed in the confidential disclosure letter provided by Sealed Air to Parent; (ii) as required by applicable law; (iii) as expressly contemplated by the Merger Agreement; or (iv) otherwise with the prior written consent of Parent (which may not be unreasonably withheld, conditioned or delayed), Sealed Air will not, and will cause its subsidiaries not to:

 

•

amend the certificate of incorporation, bylaws or other organizational documents of Sealed Air or its subsidiaries in any respect (other than immaterial amendments to the organizational documents of Sealed Air’s subsidiaries);

 

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(A) issue, sell, grant options or rights to purchase or receive, pledge, encumber or authorize or propose the issuance, sale, grant of options or rights to purchase or pledge or encumber, any capital stock of Sealed Air, Company Compensation Award or any other equity securities or equity-based interests, other than issuance of shares of Sealed Air common stock issuable with respect to the exercise, vesting or settlement of Company Compensation Awards outstanding as of November 16, 2025 or expressly permitted by the terms of the Merger Agreement, (B) split, subdivide, combine, recapitalize or reclassify any of its shares of capital stock or (C) acquire, repurchase or redeem, directly or indirectly, any shares of capital stock of Sealed Air and its subsidiaries;

 

•

make, set aside, declare, establish a record date for or pay (whether in cash, stock, property or any combination thereof), any dividend or distribution to the Sealed Air Stockholders, other than regular quarterly dividends (with payment dates consistent with past practice) by Sealed Air in an amount not to exceed $0.20 per share (provided that (A) no dividends will be permitted if a Dividend Suspension Condition (as defined by the Merger Agreement) has occurred and (B) with respect to the second fiscal quarter of 2026, the payment date (and record date) for any dividend will not be prior to June 27, 2026);

 

•

other than any labor agreement (which is addressed by the thirteenth bullet in this section), (A) except in the ordinary course of business, modify in any material respect or terminate (excluding any expiration in accordance with its terms) any Company Material Contract (as defined by the Merger Agreement), (B) enter into any contract which, if in existence on November 16, 2025, would have been a Company Material Contract, except in the ordinary course of business (other than with respect to certain Company Material Contracts described in the Merger Agreement), or (C) waive or release any material rights or claims of Sealed Air and its subsidiaries under any Company Material Contract;

 

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sell, assign, transfer, convey, lease, license, mortgage, encumber, grant any lien upon or otherwise dispose of any material real property or other material tangible assets or properties, except the sale of inventory in the ordinary course of business;

 

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except as required by any labor agreement or the terms of a benefit plan in existence as of November 16, 2025: (A) grant or announce any cash or equity or equity-based incentive awards, bonus, transaction, change of control, retention, severance or similar compensation or any increase in the salaries, bonuses or other compensation and benefits payable to any current or former employee, officer, director or other individual service provider of Sealed Air and its subsidiaries, (B) establish, adopt, enter into or materially amend any material benefit plan (or any plan, program, agreement or arrangement that would be a material benefit plan if in effect on November 16, 2025), (C) materially increase or accelerate the funding, payment or vesting of the compensation or other benefits (including any equity or equity-based incentive awards) payable to any current or former employee, director, officer or other individual service provider of Sealed Air or its subsidiaries, (D) hire, promote or engage, or otherwise enter into any employment or consulting agreement or arrangement with, or terminate (other than for cause) the employment or engagement of any employee, director, officer or other individual service provider of Sealed Air whose annualized base compensation exceeds $400,000 or (E) make any deposits or contributions of cash or other property or take any other action to fund or in any other way secure the payment of compensation or benefits under any material benefit plan, other than deposits and contributions that are required pursuant to the terms of any such benefit plan or any contracts subject to any such benefit plans in effect as of November 16, 2025 as required by applicable law;

 

•

other than the Merger or any merger or consolidation of any wholly owned subsidiary of Sealed Air with another wholly owned subsidiary of Sealed Air that does not have any adverse tax impact on Sealed Air and its subsidiaries, (A) merge or consolidate Sealed Air or any of its subsidiaries with any person, (B) adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Sealed Air or any of its subsidiaries or (C) invest in or make any capital contribution to any other person or acquire any equity interest in any other person;

 

•

make any loans or advances of money to any person (other than for transactions solely among Sealed Air and its subsidiaries that are wholly owned by Sealed Air that do not have an adverse tax impact on Sealed Air and its subsidiaries), except for (A) advances to employees or officers of Sealed Air and its subsidiaries for business expenses or (B) extensions of credit to customers, in each case, incurred in the ordinary course of business and in accordance with Sealed Air and its subsidiaries’ policies;

 

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(A) make (other than in the ordinary course of business), change, or rescind any material tax election, (B) settle or compromise (including enter into any closing agreement with respect to) any material tax claim, audit or assessment for an amount materially in excess of the amount accrued or reserved therefor in Sealed Air’s financial statements included in its documents filed with the SEC, (C) file any material amended tax return, (D) surrender any right to claim a material refund of taxes (other than through the passage of time), (E) agree to any extension or waiver of the statute of limitations applicable to any material taxes other than in the ordinary course of business, or (F) except as required by GAAP, change any material accounting principles, methods or practices (including in respect of taxes);

 

•

make, incur or commit to any capital expenditures other than those that are set forth on the capital expenditure budget in the confidential disclosure letter provided by Sealed Air to Parent;

 

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create, incur, assume or guarantee any indebtedness for borrowed money or issue any debt securities or guarantees thereof other than in the ordinary course of business (however, this restriction will not restrict the incurrence of indebtedness (A) for borrowed money in the ordinary course of business under the revolving credit facility in the Credit Agreement (as defined below) or (B) for borrowed money under the delayed draw term loan facility in the Credit Agreement, the net proceeds of which are used to refinance other indebtedness for borrowed money);

 

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cancel, reduce, terminate or fail to maintain in effect any of Sealed Air and its subsidiaries’ material insurance policies;

 

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(A) (1) materially modify, terminate, or enter into any labor agreement, except for entering into any successor agreement to certain labor agreements set forth in the confidential disclosure letter provided by Sealed Air to Parent that would otherwise expire prior to the Closing in the ordinary course of business and on terms that do not increase total labor costs by more than five percent over total labor costs under the predecessor labor agreement or (2) recognize or certify any labor union, works council or other labor organization as the bargaining representative for any employees of Sealed Air or its subsidiaries; (B) implement or announce any employee layoffs, furloughs, reductions in force, plant closings, reductions in compensation or other similar actions that trigger notice obligations under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local laws; or (C) waive or release, in either case in writing, any noncompetition, nonsolicitation, nondisclosure or other restrictive covenant obligation of any current or former employee or independent contractor of Sealed Air or any of its subsidiaries in a manner that would be material to Sealed Air and its subsidiaries;

 

•

settle, discharge or compromise any pending or threatened dispute, action, suit, claim or other proceeding, except for settlements that (A) do not involve the payment of monetary damages in excess of $1,000,000 individually or $5,000,000 in the aggregate and (B) do not impose any material non-monetary obligations or restrictions on Sealed Air and its subsidiaries (excluding customary confidentiality obligations and releases of claims);

 

•

(A) sell, assign, transfer, abandon, permit to lapse or expire (other than the expiration of registered intellectual property at the end of the maximum applicable statutory term), license (other than non-exclusive licenses that constitute permitted liens), abandon, fail to maintain, subject to any lien (other than a permitted lien) or otherwise dispose of any material Sealed Air intellectual property, or (B) disclose any trade secret or other confidential information to any person (other than in the ordinary course of business in circumstances in which it imposes reasonable and customary confidentiality restrictions preserving all rights of Sealed Air and its subsidiaries); or

 

•

enter into any agreement, or otherwise become obligated, to do any action prohibited by the foregoing bullets.

The “Go-Shop” Period—Solicitation of Other Offers

Under the Merger Agreement, during the period (the “Go-Shop Period”) beginning on November 16, 2025 and continuing until 11:59 p.m., Eastern time, on (A) December 16, 2025, with respect to any person or group who is not an Excluded Party (as defined in this section of this proxy statement below), or (B) the Cut-Off Time (as defined in this section of this proxy statement below), with respect to any Excluded Party, Sealed Air and its representatives were permitted to, directly and indirectly: (i) solicit, initiate, seek, encourage and facilitate, whether publicly or otherwise, Acquisition Proposals (as defined in this section of this proxy statement below) or inquiries, indications of interest or requests for information that may reasonably be expected to lead to an Acquisition Proposal; (ii) subject to the entry into, and in accordance with, an Acceptable Confidentiality Agreement (as defined in this section of this proxy statement below), provide access to non-public information or afford access to the books or records or officers of Sealed Air and its subsidiaries (so long as (x) Sealed Air provided to Parent any non-public information concerning Sealed Air and its subsidiaries that was provided to any person during such Go-Shop Period which was not previously provided to Parent promptly (and in any event, within 24 hours) following Sealed Air providing such information to such other person and (y) Sealed Air did not provide (and did not permit any of its representatives to provide) any competitively sensitive nonpublic information to any person who is or who has one or more affiliates that is a competitor of Sealed Air or any of its subsidiaries (as determined by Sealed Air in its reasonable discretion), except in the case of this clause (y) in accordance with customary “clean room” procedures) and (iii) enter into, engage in, and maintain discussions and negotiations with respect to Acquisition Proposals or inquiries, indications of interest or requests for information that may reasonably be expected to lead to Acquisition Proposals.

 

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If Sealed Air had terminated the Merger Agreement in order to enter into a definitive agreement with respect to a Superior Proposal and entered into an Alternative Acquisition Agreement with a third party prior to the No-Shop Period Start Date (or with an Excluded Party prior to the Cut-Off Time), subject to other terms and conditions in the Merger Agreement, Sealed Air would have been required to pay the Company Termination Fee of $94,665,318 to Parent or its designee. For more information, please see the section of this proxy statement captioned “—The Board of Directors’ Recommendation; Adverse Recommendation Change.”

The Go-Shop Period expired on December 16, 2025. For more information, please see the section of this proxy statement captioned “The Merger—Background of the Merger.”

For purposes of this proxy statement:

 

•

“Acceptable Confidentiality Agreement” means an agreement with Sealed Air that is either (i) in effect prior to November 16, 2025; or (ii) executed, delivered and effective on or after November 16, 2025, in either case containing provisions that (x) require any counterparty thereto (and any of its affiliates and representatives named therein) that receives non-public information of or with respect to Sealed Air and its subsidiaries to keep such information confidential (subject to customary exceptions) and that does not prohibit Sealed Air from complying with its obligations to provide disclosure to Parent pursuant to the non-solicitation provisions set forth in the Merger Agreement, and (y) are not less favorable to Sealed Air in any material respect than the terms of the confidentiality agreement between CD&R and Sealed Air, other than with respect to standstill and similar provisions.

 

•

“Acquisition Proposal” means, other than the transactions contemplated by the Merger Agreement or any other proposal or offer from Parent or any of its subsidiaries or affiliates, any proposal or offer from a third party or group relating to (i) any acquisition or purchase, in a single transaction or series of related transactions, of (A) more than 20% of the assets of Sealed Air and its subsidiaries, taken as a whole, or (B) more than 20% of the combined voting power or equity of Sealed Air; (ii) any tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the combined voting power or equity of Sealed Air; or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, share exchange or other transaction involving Sealed Air or any of its subsidiaries in which a third party or its stockholders, if consummated, would hold more than 20% of the combined voting power or equity of Sealed Air or the surviving entity or the resulting direct or indirect parent of Sealed Air or such surviving entity.

 

•

“Alternative Acquisition Agreement” means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement with respect to any Acquisition Proposal, other than an Acceptable Confidentiality Agreement.

 

•

“Cut-Off Time” means, with respect to each Excluded Party, the earlier of (a) 11:59 p.m., Eastern time, on December 31, 2025 (as may be extended as described in the section of this proxy statement captioned “—The Board of Directors’ Recommendation; Adverse Recommendation Change”) and (b) the time that such Excluded Party ceases to be an Excluded Party in accordance with the definition thereof.

 

•

“Excluded Party” means any person or group (a) from whom Sealed Air or any of its subsidiaries or representatives has received, after the execution of the Merger Agreement and prior to the No-Shop Period Start Date, a written offer or proposal that constitutes a bona fide Acquisition Proposal (even if such Acquisition Proposal is later amended) and (b) whose Acquisition Proposal the Board of Directors determines prior to the No-Shop Period Start Date, in good faith, after consultation with its financial and outside legal advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal (without regard to whether or by whom it was solicited). A person or group will immediately cease to be an Excluded Party (and the provisions of the Merger Agreement applicable to Excluded Parties will cease to apply with respect to such person or group) if (i) such Acquisition Proposal is withdrawn by such person or group or (ii) such Acquisition Proposal, in the good faith determination of the Board of Directors, after consultation with its financial and outside legal advisors, no longer is, or would no longer be reasonably expected to lead to, a Superior Proposal.

 

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•

“Superior Proposal” means a bona fide written Acquisition Proposal (except the references therein to “20%” will be replaced by “50%”) made by a third party which (i) was not the result of a breach of the non-solicitation provisions set forth in the Merger Agreement and (ii) the Board of Directors determines in good faith, after consultation with its financial and outside legal advisors, would result in a transaction that is more favorable from a financial point of view to the Sealed Air Stockholders than the transactions contemplated by the Merger Agreement after taking into account (x) all the legal, financial and regulatory aspects of such Acquisition Proposal (including certainty and timing of closing, financing arrangements and the form, amount and timing of payment of consideration of such proposal), (y) the identity of the third party making the proposal, and (z) any revisions to the terms of the Merger Agreement or any other agreement committed to by Parent in writing prior to the time of such determination, and such other factors as the Board of Directors considers in good faith to be appropriate.

The “No-Shop” Period—No Solicitation of Other Offers

Subject to the exceptions set forth in the Merger Agreement and further described in this section of this proxy statement, from and after 12:01 a.m., Eastern time, on December 17, 2025 (the “No-Shop Period Start Date”) (or, with respect to an Excluded Party, the Cut-Off Time) until the Effective Time or the date, if any, on which the Merger Agreement is validly terminated, Sealed Air will, and will cause its subsidiaries and its and their respective directors and officers to, and use reasonable best efforts to cause its other representatives to, not:

 

•

solicit, initiate, seek or knowingly facilitate or encourage any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

 

•

enter into, continue, or otherwise participate in any discussions or negotiations with, or furnish any non-public information relating to Sealed Air and its subsidiaries to, or afford or permit access to the business, properties, books or records, personnel or officers of Sealed Air and its subsidiaries to, any third party with respect to, or that is intended to or would be reasonably expected to lead to the submission of, an Acquisition Proposal (however, solely in the event that the Board of Directors determines in good faith, after consultation with its financial and outside legal advisors, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, Sealed Air will be permitted to grant a waiver of or terminate any “standstill” or similar agreement or obligation of any third party with respect to Sealed Air and its subsidiaries to allow such third party to submit an Acquisition Proposal);

 

•

approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into any Alternative Acquisition Agreement; or

 

•

authorize or commit to do any of the foregoing.

In addition, subject to the exceptions set forth in the Merger Agreement and further described in this section of this proxy statement, from the No-Shop Period Start Date (or, with respect to an Excluded Party, from the Cut-Off Time), Sealed Air will, and will cause its subsidiaries and its and their respective directors and officers to, and use reasonable best efforts to cause its other representatives to (i) cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any third party with respect to an Acquisition Proposal; (ii) request in writing the prompt return or destruction of all non-public information concerning Sealed Air and its subsidiaries furnished to any such person with whom a confidentiality agreement was entered into at any time within the nine-month period immediately preceding the No-Shop Period Start Date; and (iii) immediately terminate all access granted to any third party and its representatives to any physical or electronic data room (and any other diligence access).

Notwithstanding these restrictions, Sealed Air and its representatives may continue to engage in the activities described in the two paragraphs immediately above with respect to each Excluded Party (including, for the avoidance of doubt, with respect to any amended or new Acquisition Proposal submitted by any Excluded Party) on and after the No-Shop Period Start Date until the Cut-Off Time (at which time all activities that Sealed

 

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Air and its representatives are prohibited from taking pursuant to the non-solicitation provisions set forth in the Merger Agreement with respect to an Excluded Party must immediately cease), subject to certain terms and conditions described further in the section of this proxy statement captioned “—The Board of Directors’ Recommendation; Adverse Recommendation Change.”

Additionally, if at any time after the No-Shop Period Start Date (or, with respect to an Excluded Party, the Cut-Off Time) prior to adoption of the Merger Agreement by the Required Company Stockholder Approval (i) Sealed Air has received a written Acquisition Proposal from a third party that did not result from a breach of the non-solicitation provisions of the Merger Agreement and (ii) the Board of Directors determines in good faith, after consultation with its financial and outside legal advisors, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, Sealed Air and its representatives may (x) subject to and in accordance with an Acceptable Confidentiality Agreement and other terms and conditions described in the Merger Agreement, furnish non-public information, and afford access to the books or records or officers of Sealed Air and its subsidiaries, to such third party and its affiliates and representatives and (y) engage in discussions and negotiations with such third party and its affiliates and representatives with respect to the Acquisition Proposal. Sealed Air, its subsidiaries and its representatives may also contact any third party solely to seek to clarify any terms and conditions of any Acquisition Proposal made by such third party to determine whether such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal and to inform such third party of the non-solicitation provisions set forth in the Merger Agreement.

The Board of Directors’ Recommendation; Adverse Recommendation Change

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the Sealed Air Stockholders vote “FOR” the proposal to adopt the Merger Agreement.

Pursuant to the Merger Agreement, and except as further described in this section of this proxy statement, Sealed Air has agreed that neither the Board of Directors nor any committee thereof will take any of the following actions (any such action in the first through fifth bullets, an “Adverse Recommendation Change”):

 

•

withdraw, withhold, qualify, modify (in a manner adverse to Parent), or propose publicly to withdraw, withhold, qualify or modify (in a manner adverse to Parent) the Board of Directors’ recommendation that Sealed Air Stockholders adopt the Merger Agreement (the “Company Board Recommendation”);

 

•

fail to include the Company Board Recommendation in this proxy statement;

 

•

adopt, approve, endorse, recommend or otherwise declare advisable, or publicly propose to adopt, approve, endorse, recommend or otherwise declare advisable, any Acquisition Proposal;

 

•

in the event that any Acquisition Proposal structured as a tender or exchange offer is commenced, fail to recommend against acceptance of such tender or exchange offer by the Sealed Air Stockholders within 10 business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act;

 

•

in the event of an Acquisition Proposal that is not covered by the immediately foregoing bullet, fail to publicly reaffirm the Company Board Recommendation within five business days after Parent so requests in writing (it being understood that Sealed Air will have no obligation to make such reaffirmation on more than one occasion in respect of each Acquisition Proposal, and any material modification to an Acquisition Proposal will be deemed to be a separate Acquisition Proposal); or

 

•

cause or permit Sealed Air or any of its subsidiaries to enter into any Alternative Acquisition Agreement.

Nothing in the Merger Agreement will prohibit Sealed Air or the Board of Directors, directly or indirectly through its representatives, from (i) taking and disclosing to the Sealed Air Stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rule 14d-9 or Rule 14e-2 promulgated under the

 

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Exchange Act (or any similar communication to the Sealed Air Stockholders); (ii) making any “stop, look and listen” communication to the Sealed Air Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or a factually accurate public statement by Sealed Air that describes Sealed Air’s receipt of an Acquisition Proposal and the operation of the Merger Agreement with respect thereto; or (iii) any other communication to the Sealed Air Stockholders if (in the case of this clause (iii)) the Board of Directors has determined in good faith, after consultation with its financial and outside legal advisors, that the failure to do so would be inconsistent with the directors’ fiduciary duties under applicable law.

Notwithstanding the restrictions described above, at any time prior to the receipt of the Required Company Stockholder Approval, the Board of Directors is permitted (i) to terminate the Merger Agreement to concurrently enter into a definitive Alternative Acquisition Agreement with respect to a Superior Proposal and/or (ii) to effect any Adverse Recommendation Change, if, in either case, the Board of Directors determines in good faith, after consultation with its financial and outside legal advisors, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, and:

 

•

(A) the Board of Directors has received an Acquisition Proposal that it has determined constitutes a Superior Proposal, (B) Sealed Air has provided, at least four business days in advance, written notice (a “Notice of Termination/Adverse Recommendation Change”) to Parent that Sealed Air intends to take such action (it being understood that the delivery of a Notice of Termination/Adverse Recommendation Change and any amendment or update thereto and the determination to so deliver such notice, amendment or update will not, by itself, constitute an Adverse Recommendation Change), which notice includes a reasonably detailed written description of the material terms of the Superior Proposal and copies of any written material relating to such Superior Proposal provided to Sealed Air or its representatives, (C) during the four-business day period following the time of Parent’s receipt of the Notice of Termination/Adverse Recommendation Change (the “Match Period”), Sealed Air will, and will cause its directors, officers and employees to, and will have used reasonable best efforts to cause its other representatives to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement and the Financing Letters and Guarantee so that such Superior Proposal ceases to constitute a Superior Proposal, as would permit the Board of Directors (consistent with its fiduciary duties under applicable law) to not terminate the Merger Agreement or make an Adverse Recommendation Change; and (D) following the end of the Match Period, the Board of Directors will have determined in good faith, after consultation with its financial and outside legal advisors, taking into account any changes to the Merger Agreement and the Financing Letters and Guarantee irrevocably offered in writing by Parent in response to the Notice of Termination/Adverse Recommendation Change or otherwise, that the Superior Proposal giving rise to the Notice of Termination/Adverse Recommendation Change continues to constitute a Superior Proposal. In the event of any material modifications to any such Acquisition Proposal (including any change to the financial terms of such proposal), Sealed Air will be required to deliver a new written notice to Parent and to comply with the requirements of this bullet with respect to such modification (but the Match Period will instead be two business days with respect to any such modification). If a Match Period starting prior to the Cut-Off Time would otherwise extend beyond the Cut-Off Time, the Cut-Off Time solely with respect to the Excluded Party whose submission of an Acquisition Proposal gave rise to such Match Period will automatically be extended until the end of the first day following the expiration of the initial Match Period with respect to such Excluded Party (but not, for the avoidance of doubt, any subsequent Match Period or extension thereof with respect to such Excluded Party) in order to enable the Board of Directors to make the determination described in clause (D) above (if applicable); or

 

•

(A) any Effect that, (I) individually or in the aggregate, is material to Sealed Air and its subsidiaries, taken as a whole, and is not known or reasonably foreseeable (or the magnitude of which is not known or reasonably foreseeable) to or by Board of Directors as of November 16, 2025, (II) which Effect (or the magnitude of which) becomes known to or by Board of Directors prior to adoption of the Merger Agreement by the Required Company Stockholder Approval, and (III) does not involve or relate to

 

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(x) an Acquisition Proposal, (y) any change, in and of itself, in the price or trading volume of the shares of Sealed Air common stock (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an Intervening Event, to the extent otherwise permitted by this clause (A)), or (z) the fact, in and of itself, that Sealed Air exceeds (or fails to meet) internal or published projections or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an Intervening Event, to the extent otherwise permitted hereby) has occurred (an “Intervening Event”); (B) the Board of Directors has determined in good faith, after consultation with Sealed Air’s financial and outside legal counsel, that the failure to take the actions described in the first or second bullets of the definition of Adverse Recommendation Change herein would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; (C) Sealed Air has provided, at least four business days in advance, written notice (a “Notice of Intervening Event”) to Parent that Sealed Air intends to take such action (it being understood that the delivery of a Notice of Intervening Event and any amendment or update thereto and the determination to so deliver such notice, amendment or update will not, by itself, constitute an Adverse Recommendation Change), which notice includes reasonably detailed information describing the Intervening Event and the basis for such determination; (D) during such four-business day period following the time of Parent’s receipt of the Notice of Intervening Event, Sealed Air will have, and will have caused its directors, officers and employees to, and will have used reasonable best efforts to cause its other representatives to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement, the Financing Letters and Guarantee in response to such Intervening Event; (E) following the end of such four-business day period described in the preceding clause (D), the Board of Directors shall have determined in good faith, after consultation with its financial and outside legal advisors, taking into account any changes to the Merger Agreement, the Financing Letters and Guarantee irrevocably offered in writing by Parent in response to the Notice of Intervening Event, that the failure to make such Adverse Recommendation Change pursuant to the first or second bullets of the definition of Adverse Recommendation Change herein would be inconsistent with its fiduciary duties under applicable law, then Sealed Air shall be permitted to make such Adverse Recommendation Change solely pursuant to the first or second bullets of the definition of Adverse Recommendation Change herein. In the event of any material changes to such Intervening Event, Sealed Air will be required to deliver a new written notice to Parent and to comply with the requirements of this bullet with respect to such change (but the four-business day period will instead be two business days).

Employee Benefits

The Merger Agreement provides that from and after the Effective Time, Sealed Air will, and Parent will cause Sealed Air and its subsidiaries to, honor all Sealed Air employee plans in accordance with their respective terms as in effect as of the date of the Merger Agreement (or any terms which have been established or modified following the date of the Merger Agreement in compliance with the Merger Agreement and the terms of the applicable employee plans). For a period commencing at the Effective Time and ending on the one-year anniversary of the Effective Time (or, if sooner, on the date of termination of employment of the relevant Sealed Air employee who continues to be an employee following the consummation of the Merger (such employee, a “Continuing Employee”)), Parent will provide, or cause to be provided, to each Continuing Employee, (i) a base salary or hourly wage rate, as applicable, that is not less than the base salary or hourly wage rate (as applicable) provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term (annual or more frequent) target cash bonus or commission opportunities that are not less than the short-term (annual or more frequent) target cash bonus or commission opportunities provided to such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (excluding any equity or equity-based, nonqualified deferred compensation, employee stock ownership, severance, retention, bonus, change in control, transaction, defined benefit pension, and post-employment welfare benefits (collectively, “Excluded Benefits”)) that are no less favorable in the aggregate to the employee benefits (other than Excluded Benefits) provided by Sealed Air to such Continuing Employee immediately prior to the Effective Time.

 

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To the extent that a benefit plan, program, policy or arrangement of Parent, the Surviving Corporation or any of their respective subsidiaries is made available to any Continuing Employee at or after the Effective Time, then Parent shall generally ensure that such benefit plan shall, for purposes of eligibility to participate, level of benefits, vesting and accrual of future vacation and paid time off benefits, credit Continuing Employees for their years of service recognized by Sealed Air prior to the Effective Time with Sealed Air or its subsidiaries. With respect to any plans maintained by Parent or its subsidiaries providing group health or welfare benefits to any Continuing Employees in which the Continuing Employees participate following the Effective Time and in the plan year in which the Effective Time occurs, Parent will, and will cause the Surviving Corporation and its subsidiaries to use commercially reasonable efforts to (i) cause there to be waived any eligibility requirements or pre-existing condition exclusions or waiting period requirements under any such group health plans to the same extent waived or satisfied under any corresponding Sealed Air benefit plan in which such Continuing Employee participated immediately prior to the Effective Time, and (ii) give effect, in determining any deductible, co-insurance, co-pay, offsets and maximum out-of-pocket limitations under such group health plans in the plan year in which the Effective Time occurs, to amounts paid by such Continuing Employees during the portion of the year prior to the Effective Time under the benefit plans maintained by Sealed Air.

At or prior to the Effective Time, Sealed Air is required to adopt any resolutions and take any other actions that are necessary to amend (in form and substance reasonably satisfactory to Parent) the Sealed Air Corporation 401(k) and Profit Sharing Plan to eliminate further contributions in the form of, purchases of, or new investments by participants in, Sealed Air common stock or other employer securities, effective as of the Effective Time.

Cooperation with Debt Financing

Pursuant to the Merger Agreement, each of Parent and Merger Sub is required to use reasonable best efforts to take, or cause to be taken, all appropriate actions and to do, or cause to be done, all things reasonably necessary to arrange and obtain the Financing on terms (including the market “flex” provisions) not less favorable to Parent than those set forth in the Financing Letters (or, in the case of Debt Financing, on other terms and conditions that are acceptable to Parent, subject to certain restrictions set forth in the Merger Agreement).

If all or any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable market “flex” provisions) contemplated by the Debt Commitment Letter and such portion is necessary to fund the Required Amounts, Parent must give Sealed Air prompt notice and Parent and Merger Sub will be required to use their reasonable best efforts to arrange and obtain prior to the End Date, alternative debt financing from the same or alternative sources in an amount sufficient, together with the remaining available financing, to fund the Required Amounts and with terms and conditions (including market “flex” provisions) not less favorable to Parent than the terms and conditions set forth in the Debt Commitment Letter.

In connection with the efforts of Parent and Merger Sub to arrange the financing, prior to the Closing Date, Sealed Air has agreed to, and has agreed to cause its subsidiaries and its and their respective representatives to, use its reasonable best efforts to provide to Parent and Merger Sub, in each case at Parent’s sole cost and expense, such cooperation as is reasonably requested by Parent in connection with the arrangement of the Debt Financing or any high-yield bonds being issued as part of or in lieu of all or a portion of the Debt Financing, including: (i) furnishing or causing to be furnished to Parent and the Debt Financing Sources (as defined in the Merger Agreement), as promptly as reasonably practicable with the Required Information; (ii) making senior management and officers of Sealed Air, with appropriate seniority and expertise, available to assist in the preparation for, and participate in, a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and buyers of, the Debt Financing), presentations, road shows, meetings with ratings agencies, due diligence sessions, drafting sessions and sessions between senior management and the Debt Financing Sources in connection with the Debt Financing or any high-yield bonds being issued as part of or in lieu of all or a portion of the Debt Financing,

 

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(iii) obtaining and delivering all documents and notices reasonably requested by Parent or the Debt Financing Sources relating to the prepayment, termination or redemption (within the time periods required by the relevant governing agreement) of the Credit Agreement (as defined in the Merger Agreement), the Receivables Securitization Agreements (as defined in the Merger Agreement), Receivables Factoring Agreement (as defined in the Merger Agreement) and the Existing Indentures (as defined in the Merger Agreement) and the release of related liens and related guarantees, (iv) promptly, and in any event no later than four business days prior to the Closing Date, providing all documentation and other information that any Debt Financing Source has reasonably requested in connection with such Debt Financing or any high-yield bonds being issued as part of or in lieu of all or a portion of the Debt Financing under applicable “know-your-customer” and anti-money laundering rules and regulations, in each case, as requested at least nine business days prior to the Closing Date, (v) (A) reasonably cooperating and providing assistance with the preparation of materials for rating agency presentations, high-yield roadshow presentations and offering memoranda, bank information memoranda, confidential information memoranda, private placement memoranda, bridge teasers, syndication memoranda, customary offering documents, lender presentations and other customary marketing materials required in connection with the Debt Financing or any high-yield bonds being issued as part of or in lieu of all or a portion of the Debt Financing (the “Debt Marketing Materials”), (B) providing reasonable cooperation with the due diligence efforts of the Debt Financing Sources to the extent reasonable and customary and (C) providing customary authorization letters, confirmations and undertakings in connection with the Debt Marketing Materials, (vi) (A) assisting in the preparation, execution and delivery of definitive financing documents, including any credit agreement, indentures, notes, guarantee and collateral documents, pledge and security documents, customary closing certificates and documents and back-up therefor and for legal opinions in connection with the Debt Financing or any high-yield bonds being issued as part of or in lieu of all or a portion of the Debt Financing (including executing and delivering a solvency certificate from the chief financial officer or treasurer (or other comparable officer) of Sealed Air) and other customary documents as may reasonably be requested by Parent or the Debt Financing Sources and (B) facilitating the pledging of, granting of security interests in and obtaining perfection of any liens on collateral in connection with the Debt Financing, or any high-yield bonds being issued as part of or in lieu of all or a portion of the Debt Financing, (vii) assisting Parent in benefiting from the existing lending relationships of Sealed Air and its subsidiaries, (viii) cooperating with Parent’s efforts to obtain corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance (including providing reasonable access to Parent and its representatives to all owned or leased real property) as reasonably requested by Parent, (ix) taking all corporate, limited liability company, partnership or other similar actions reasonably requested by Parent or any Debt Financing Source to permit the consummation of the Debt Financing or any high-yield bonds being issued as part of or in lieu of any portion of the Debt Financing (provided that no such action shall be required to be effective prior to the Closing), (x) causing PricewaterhouseCoopers LLP (and any other auditor to the extent financial statements audited or reviewed by such auditor are or would be included in an offering memorandum) to (A) furnish to Parent and the Debt Financing Sources, consistent with customary practice, customary comfort letters (including “negative assurance” comfort and change period comfort) and consents, together with drafts of such comfort letters that such independent auditors of Sealed Air are prepared to deliver upon “pricing” and “closing” of any high-yield bonds being issued as part of or in lieu of all or a portion of the Debt Financing, and deliver such comfort letters upon the “pricing” and “closing” of any such high-yield bonds, with respect to financial information relating to Sealed Air, as reasonably requested by Parent or the Debt Financing Sources, as necessary or customary for financings similar to the Debt Financing or any high-yield bonds being issued as part of or in lieu of all or a portion of the Debt Financing and (B) attend accounting due diligence sessions and drafting sessions, (xi) if PricewaterhouseCoopers LLP withdraws its audit opinion with respect to any audited financial statements of Sealed Air included in the Required Information, furnishing Parent and the Debt Financing Sources as soon as practicable and in any event prior to the Closing Date with a new unqualified audit opinion with respect to such financial statements by PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm reasonably acceptable to Parent, (xii) if (A) (1) any of the financial statements included in the Required Information shall have been restated or (2) Sealed Air, the Board of Directors or PricewaterhouseCoopers LLP shall have determined that a restatement of any such financial statements is required and (B) Sealed Air or PricewaterhouseCoopers LLP, as applicable, has not subsequently

 

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determined and confirmed in writing to Parent that no restatement shall be required in accordance with GAAP, furnishing Parent and the Debt Financing Sources as soon as practicable and in any event prior to the Closing Date with such restated financial statements; and (xiii) cooperating with Parent to satisfy the conditions precedent to the Debt Financing or any high-yield bonds being issued as part of or in lieu of any portion of the Debt Financing to the extent within the control of Sealed Air.

Notwithstanding the foregoing, subject to certain exceptions set forth in the Merger Agreement, (i) Sealed Air shall be deemed to have furnished the Required Information upon the public filing of such financial information with the SEC, (ii) neither Sealed Air nor any of its affiliates shall be required to take any action that could be reasonably expected to subject any director, manager, officer or employee of Sealed Air to personal liability, (iii) Sealed Air and its subsidiaries shall not be required to (A) agree to pay any fees, reimburse any expenses or give any indemnities, in any case prior to the Closing, for which Parent does not promptly reimburse or indemnify it, as the case may be, under the Merger Agreement or (B) execute, deliver or enter into, or perform any agreements, letters, documents and certificates contemplated by or in connection with the Debt Financing prior to the Closing, (iv) none of the Board of Directors or board of directors (or other similar governing body) of Sealed Air’s subsidiaries shall be required to adopt resolutions approving any agreements, letters, documents and certificates contemplated by or in connection with the Debt Financing prior to the Closing and (v) Sealed Air and its subsidiaries shall not be required to provide any information to the extent it would (A) violate any applicable laws or the provisions of any material contract to which Sealed Air or any of its subsidiaries is a party and is not entered into in contemplation of the Merger Agreement or (B) would jeopardize any attorney-client or other legal privilege.

Parent is required to (x) promptly, after written request by Sealed Air, reimburse Sealed Air and its subsidiaries for any and all documented out-of-pocket third party costs and expenses incurred by Sealed Air, its subsidiaries or their respective representatives prior to the Closing Date in connection with the Debt Financing, including the cooperation of Sealed Air, its subsidiaries and representatives contemplated by the financing cooperation covenant in the Merger Agreement; and (y) indemnify and hold harmless Sealed Air, its subsidiaries and each of their respective representatives from and against any and all liabilities, costs or expenses actually suffered or incurred by any of them in connection with the Debt Financing or any information, assistance or activities provided in connection therewith to the extent permitted by applicable law, other than to the extent any of the foregoing was suffered or incurred as a result of or arises from (I) the fraud, bad faith, gross negligence or willful misconduct of, or a material breach of the Merger Agreement by Sealed Air, its subsidiaries or any of their respective representatives, as applicable, or (II) information provided by Sealed Air, its subsidiaries or any of their respective representatives containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Treatment of Certain Indebtedness

At least one business day prior to the Closing, Sealed Air is required to deliver to Parent (i) customary, executed copies of payoff letters, drafts of which must be provided to Parent not later than two business days prior to the Closing Date, from the agent, lenders and/or creditors for the existing Indebtedness (as defined in the Merger Agreement) under the Credit Agreement, the Receivables Securitization Agreement and, at Parent’s request, the Receivables Factoring Agreement, which payoff letters must (A) provide for the payment in full of the total amount of outstanding Indebtedness due to such agent, lender and/or creditor as of the Closing (including accrued interest and any termination fees, prepayment fees, breakage costs, premiums, make-whole payments or penalties or other amounts due as a result of the consummation of the transactions contemplated by the Merger Agreement), (B) release any liens and any guarantee obligations related to such Indebtedness and (C) be in form and substance reasonably satisfactory to Parent, (ii) any termination statements or other releases as may be reasonably required to evidence the satisfaction of such Indebtedness and the release of associated liens contemplated thereby, along with any documents and notices reasonably requested by Parent relating to the prepayment, termination or redemption (within the time periods required by the relevant governing agreement) of such Indebtedness and (iii) releases of security interests and liens with respect to Company IP (as defined in the

 

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Merger Agreement) in form and substance necessary for the recordation in the United States Patent and Trademark Office, United States Copyright Office, or any other similar domestic or foreign office, department, or agency (in each case, in a form reasonably satisfactory to Parent).

In addition, at Parent’s request, Sealed Air must take certain actions in connection with all of its outstanding senior notes prior to the Closing, including delivering notices of redemption and other documentation required to effect the redemption of any or all of Sealed Air’s existing senior notes (however, Sealed Air will not be required to cause any redemption or termination of the notes or any indenture prior to the occurrence of the Closing). At the Closing, Parent must deposit (or cause to be deposited) with a trustee under each of Sealed Air’s existing indentures the amount of funds required to effect such redemptions. Sealed Air must deliver to Parent such trustee’s acknowledgement of satisfaction and discharge or defeasance and release of any liens securing such existing indenture, in each case in a form and substance reasonably satisfactory to Parent, and each executed by or on behalf of the holders of the then outstanding notes under such existing indenture by such trustee or agent therefor. At Parent’s request, Sealed Air must commence a consent solicitation, tender offer or exchange offer with respect to Sealed Air’s $450 million aggregate principal amount of 6.875% Senior Notes due 2033 (the “2033 Notes”) on such terms and conditions, including with respect to consent fees, that are proposed by Parent, provided that (x) Parent will be responsible for preparation of all documentation related to such consent solicitation, tender offer or exchange offer and (y) Parent must consult with Sealed Air and afford Sealed Air a reasonable opportunity to review and comment on such documents in connection with such process and give reasonable consideration to the comments, if any, raised by Sealed Air. Sealed Air is required to provide, and use its best reasonable efforts to cause its representatives to provide, all cooperation reasonably requested by Parent in connection with such consent solicitation, tender offer or exchange offer.

Indemnification and Insurance

From and after the Effective Time, Parent will cause the Company and its subsidiaries to indemnify and hold harmless each present and former director and officer of the Company and its subsidiaries, and any person serving or that served at the request of the Company and its subsidiaries or for their benefit as a director, officer, employee or agent of another corporation, or as their representative in a partnership, joint venture, trust or other enterprise (the “Indemnified Persons”), against any costs or expenses (including reasonable attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement), losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent that the Company and its subsidiaries, as the case may be, would have been required by applicable law and their respective certificates of incorporation, bylaws, or other organizational documents, or any indemnification agreements set forth on in the confidential disclosure letter provided by Sealed Air to Parent, in effect on the date of the Merger Agreement to indemnify such person. Parent also agrees to cause the Company and its subsidiaries to promptly advance expenses as incurred by each Indemnified Person to the fullest extent required by applicable law and their respective certificates of incorporation, bylaws, indemnification agreements or other organizational documents in effect on the date of the Merger Agreement to advance expenses incurred by such person in connection with such matters. Without limiting the foregoing, Parent will cause the Company and its subsidiaries (including the Surviving Corporation) (i) to maintain for a period of not less than six years from the Effective Time provisions in their respective certificates of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Indemnified Persons that are no less favorable in the aggregate to those persons than the provisions of the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Company and its subsidiaries, as applicable, in each case, as of the date of the Merger Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those persons thereunder, in each case, except as required by applicable law.

For a period of six years from the Effective Time, Parent will cause the Surviving Corporation to maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by the

 

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Company and its subsidiaries’ directors’ and officers’ liability insurance policies on terms not less favorable in the aggregate than the terms of such current insurance coverage; provided, however, that (i) Sealed Air may (and if Sealed Air does not, Parent and the Surviving Corporation will) cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining at or prior to the Closing Date a prepaid, non-cancelable six (6)-year “tail” policy (containing terms not less favorable than the terms of such current insurance coverage) with respect to matters existing or occurring at or prior to the Effective Time at 150% of the annual premium paid by Sealed Air for the most recent calendar year ended prior to the date of the Merger Agreement in accordance with the terms thereof; provided that in no event will Parent or Sealed Air expend or be required to expend premium amounts, in the aggregate, for such “tail” insurance policy pursuant to this sentence in excess of 300% of the annual premium paid by Sealed Air for the D&O insurance for the most recent calendar year ended prior to the date of the Merger Agreement.

Other Covenants

Company Stockholder Meeting

Sealed Air has agreed to use reasonable best efforts to (i) establish a record date for and give notice of a meeting of the Sealed Air Stockholders, for the purpose of voting upon the adoption of the Merger Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the date of the Merger Agreement, and (ii) to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably possible following the mailing of this proxy statement (and in no event more than 35 days after the mailing of this proxy statement). This proxy statement must be mailed to the Sealed Air Stockholders as of the record date established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of the Merger Agreement, and in no event more than five business days after the date on which the SEC confirms that it has no further comments on this proxy statement, which confirmation will be deemed to have occurred if the SEC has not affirmatively notified Sealed Air prior to the 10th day after the filing of this proxy statement that the SEC will be reviewing this proxy statement, but not prior to the date that is five business days after the No-Shop Period Start Date (or, if applicable, the Cut-Off Time).

Stockholder Litigation

Sealed Air is required to (i) keep Parent reasonably informed on a current basis regarding the commencement and status of any stockholder litigation brought or threatened against Sealed Air or its directors or officers relating to the transactions contemplated by the Merger Agreement (“Transaction Litigation”); (ii) provide copies of (and an opportunity to review and provide comments on) all pleadings and other material documents with respect to Transaction Litigation; (iii) give Parent the opportunity to participate in (at Parent’s expense), and consult with Parent with respect to, the defense and prosecution of any Transaction Litigation; and (iv) not enter into or agree to any settlement with respect to any Transaction Litigation without Parent’s’ consent (such consent not to be unreasonably withheld, conditioned or delayed).

Other Covenants

The Merger Agreement contains other covenants, including those relating to access to information; the preparation of this proxy statement; anti-takeover statutes and regulations; public announcements; matters related to Section 16 of the Exchange Act; obligations of Merger Sub to consummate the Merger; third party consents; notice of certain events; and stock exchange delisting and deregistration.

Conditions to the Closing of the Merger

The respective obligations of Sealed Air, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or written waiver by all parties, if permissible under applicable law) at the Closing of each of the following conditions:

 

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the Required Company Stockholder Approval having been obtained;

 

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