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Sealed Air Corporation (“Sealed Air” or the “Company”) (NYSE: SEE) today announced that, in connection with the previously announced cash tender offer and consent solicitation by the Company to purchase for cash any and all of its 5.625% Senior Notes due 2013 (the “Existing Notes”), the early tender period in respect of the tender offer expired at 5:00 p.m., New York City time, on November 27, 2012 (the “Consent Payment Deadline”). As of the Consent Payment Deadline, $304.865 million principal amount of Existing Notes, or 76.22% of the principal amount outstanding, had been validly tendered and not withdrawn. Those holders who validly tendered their Existing Notes prior to the Consent Payment Deadline received the total consideration of $1,032.50 per $1,000 principal amount of the Existing Notes, which included a consent payment of $30.00 per $1,000 principal amount of the Existing Notes, plus any accrued and unpaid interest on the Existing Notes up to, but not including, the payment date. The withdrawal rights for the early tender of Existing Notes and corresponding consents in the tender offer have now expired.
The final offer period will expire at 11:59 p.m., New York City time, on December 11, 2012, unless extended (such time and date, as the same may be extended, the “Expiration Time”). Holders who tender their Existing Notes after the Consent Payment Deadline and on or prior to the Expiration Time will be eligible to receive only the tender offer consideration of $1,002.50 per $1,000 principal amount of Existing Notes tendered plus accrued and unpaid interest to the payment date, but not the consent payment.
As the Company received consents from holders of greater than a majority in aggregate principal amount of the outstanding Existing Notes, the Company, the guarantors thereto and U.S. Bank National Association, as trustee (the “Trustee”), have executed a supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Existing Notes, which will be filed at a later date. The proposed amendments and modifications eliminate certain restrictive covenants contained in the indenture and shorten the minimum notice period for a redemption from thirty days to three days prior to the redemption date. These changes became operative concurrently with the acceptance for payment of all Existing Notes that were validly tendered (and not validly withdrawn) at or prior to the Consent Payment Deadline.