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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.

 


 

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1   Disclosure regarding Sealed Air Corporation in connection with the distribution of the Preliminary Offering Memorandum.
 
99.2   Press Release of Sealed Air Corporation, dated September 15, 2011.

 


 

Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  SEALED AIR CORPORATION
 
 
Date: September 15, 2011  By:   /s/ H. Katherine White    
    Name:   H. Katherine White   
    Title:   Vice President, General Counsel and Secretary   

 


 

         
Exhibit Index
     
Exhibit No.   Description
99.1
  Disclosure regarding Sealed Air Corporation in connection with the distribution of the Preliminary Offering Memorandum.
 
   
99.2
  Press Release of Sealed Air Corporation, dated September 15, 2011.