UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): September 13, 2011
SEALED AIR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12139
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65-0654331 |
| (State or other
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
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| 200 Riverfront Boulevard |
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| Elmwood Park, New Jersey
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07407 |
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(Zip Code) |
Registrant’s telephone number, including area code: (201) 791-7600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure
Sealed Air Corporation (the “Company”) is disclosing under Item 7.01 of this Current Report on Form
8-K the information attached to this report as Exhibit 99.1, which information is incorporated
herein by reference. This presentation, a portion of which has not been previously reported, is
being provided to certain financial institutions in connection with the syndication of the
Company’s previously announced $1,200 million senior secured term loan B credit facility.
The information in this Item 7.01 of this Form 8-K and the exhibit attached hereto are being
furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall
they be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as may be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K and the information furnished herein contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,”
“assumes,” “could,” “estimates,” “expects,” “will” and similar expressions. These statements
include comments as to Sealed Air’s beliefs and expectations as to future events and trends
affecting Sealed Air’s business. Examples of such forward-looking statements may include, but are
not limited to, statements about the benefits of the business combination transaction between
Diversey and Sealed Air, potential synergies and cost savings, the potential accretion of the
transaction to Sealed Air’s earnings and free cash flow, future financial and operating results,
the expected timing of the completion of the transaction and Sealed Air’s plans, objectives,
expectations and intentions with respect to future operations, products and services. The following
factors, among others, could cause actual results to differ materially from the anticipated results
or other expectations expressed in the forward-looking statements: general business and economic
conditions; the competitive environment; the failure to realize synergies and cost savings from the
transaction or delay in realization thereof; the businesses of Sealed Air and Diversey may not be
combined successfully; and adverse effects of the merger on employee retention and on Sealed Air’s
and Diversey’s business relationships with third parties, including key customers and distributors.
For more extensive information, see “Risk Factors” and “Cautionary Notice Regarding Forward-Looking
Statements,” which appear in Sealed Air’s most recent Annual Report on Form 10-K, as filed with the
SEC, as may be updated by Sealed Air’s Quarterly Reports on Form 10-Q or Current Reports on Form
8-K. While Sealed Air may elect to update forward-looking statements at some point in the future,
Sealed Air specifically disclaims any obligation to do so, even if estimates change and, therefore,
you should not rely on these forward-looking statements as representing our views as of any date
subsequent to today.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 |
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Investor Presentation, dated September 2011 |