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 15, 2011
SEALED AIR CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Delaware
|
|
1-12139
|
|
65-0654331 |
| (State or other
|
|
(Commission
|
|
(I.R.S. Employer |
| jurisdiction of incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
|
| 200 Riverfront Boulevard |
|
|
| Elmwood Park, New Jersey
|
|
07407 |
| (Address of Principal Executive Offices)
|
|
(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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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 information, which has not been previously reported, is excerpted from a
Preliminary Offering Memorandum that is being disseminated in connection with the proposed notes
offering described in Item 8.01 below.
As provided in General Instruction B.2 of Form 8-K, the information included under this Item,
including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference
in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such a filing.
Item 8.01 Other Events
On September 15, 2011, the Company issued a press release announcing that it intends to offer $1.5
billion aggregate principal amount of senior unsecured notes due 2019 (the “2019 Notes”) and senior
unsecured notes due 2021 (the “2021 Notes” and, together with the 2019 Notes, the “Notes”). The
Company intends to use the net proceeds from the offering to finance a portion of the previously
announced acquisition of Diversey Holdings, Inc. (“Diversey”). A copy of the press release is
attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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.