Sealed Air gets enough tenders for 5 5/8% notes to amend indenture

By Toni Weeks

San Diego, Nov. 28 - Sealed Air Corp. said it received tenders for $304.87 million, or 76.22%, of its $400 million of 5 5/8% senior notes due 2013 by the early tender deadline, 5 p.m. ET on Nov. 27.

The total purchase price is $1,032.50 per $1,000 principal amount, which includes a consent payment of $30.00. Holders who tender after this date will receive $1,002.50 per $1,000 of notes.

The company will also pay accrued interest up to but excluding the settlement date, which will be Nov. 28 for notes tendered by the consent deadline.

The company began the tender offer for the 5 5/8% notes and also for its $400 million of 7 7/8% senior notes due 2017 on Nov. 13, then terminated the offer for the 7 7/8% notes three days later. At that time, the company also amended the terms of the offer for the 5 5/8% senior notes due 2013, saying the offer was conditioned on obtaining at least $400 million of proceeds from a new issue, down from $800 million of new senior notes it initially required.

Sealed Air also solicited consents to eliminate some of the restrictive covenants in the notes and to shorten the minimum notice period for redemption to three days from 30 days. The company said it needed to receive consents for a majority of the outstanding notes, which has now been satisfied, and a supplemental indenture has been executed, according to a press release.

The tender offer will end at 11:59 p.m. ET on Dec. 11.

As previously noted, the company had planned to pay $1,078.75 for each $1,000 of the 7 7/8% notes.

Sealed Air also announced it has issued a notice of redemption to holders of the remaining $95.14 million notes that remain outstanding following settlement for notes tendered by the early tender deadline, according to an 8-K filing with the Securities and Exchange Commission. The notes will be redeemed Dec. 1 at a make-whole price plus accrued interest up to but not including the redemption date.

The company launched a roughly $800 million term loan B on Nov. 5, then slashed the size of the issue, pricing a $425 million tranche of non-callable eight-year senior notes at par on Nov. 15 to yield 6½%, as reported by Prospect News.

Bank of America Merrill Lynch (888 292-0070 or collect 980 387-3907) is the dealer manager and solicitation agent. Global Bondholder Services Corp. (866 470-4500 or 212 430-3774) is the information agent.

Sealed Air is an Elmwood Park, N.J.-based food safety and security, facility hygiene and product protection company.

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