Sealed Air announced that it will be taken private by Clayton, Dubilier & Rice for $42.25 per share in cash in a deal with an enterprise value of $10.3 billion. Closing is expected in mid-2026, subject to shareholder and regulatory approvals.
Committed debt financing totals $7.9 billion and comes from a group led by JPMorgan, BofA Securities, BNP Paribas, Goldman Sachs, UBS and Wells Fargo. Citi, Mizuho and RBC Capital Markets also provided financing commitments.
Sealed Air (BB+/Ba1) had total debt of $4.2 billion as of Sept. 30 and net debt of $3.9 billion. The company reported $282 million of cash and $994 million of availability under its lines of credit at quarter-end. Net leverage was 3.5x.
In October, the company entered into a credit agreement to refinance existing facilities that provided for dollar-denominated and sterling-denominated term loan A tranches totaling $445 million and £25 million, respectively, as well as a $1 billion revolver, all due October 2030. The agreement also provided a $600 million delayed-draw TLA available to draw in dollars or euros until Oct. 15, 2026, with proceeds earmarked for, among other things, refinancing an issue of notes due October 2026. Pricing for dollar borrowing on the facilities is based on total net leverage and ranges between S+100-175, with a 0% floor, starting at S+125. They are subject to a 4.5x total net leverage covenant.
BofA Securities, JPMorgan and Mizuho were global coordinators, joint lead arrangers and joint bookrunners on the new credit facilities. BNP Paribas, Credit Agricole, Goldman Sachs, Rabobank and Truist Securities were joint lead arrangers and joint bookrunners.
Outstanding debt also includes seven issues of senior unsecured notes, ranging in maturity between 2026 and 2033, which came under pressure after news broke of a potential deal last week.
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