Sealed Air (SEE) Closes $400M Notes Offering

Sealed Air Corporation ("SEE") (NYSE: SEE) today announced, together with Sealed Air Corporation (US) (together with SEE, the "Issuers"), the closing of their previously announced offering of $400 million aggregate principal amount of 6.500% senior notes due 2032 (the "Notes"). The Notes were sold to investors at 100.0% of their aggregate principal amount. The Notes are jointly and severally, and irrevocably and unconditionally, guaranteed on a senior unsecured basis by each of SEE's existing and future wholly owned domestic subsidiaries that guarantee its senior secured credit facilities, subject to release under certain circumstances, although, for purposes of this offering, Sealed Air Corporation (US) is a co-issuer and not a guarantor.

SEE is using the net proceeds from the offering of the Notes, (i) to repurchase any or all of SEE's outstanding 5.500% senior notes due 2025 (the "2025 Notes") pursuant to SEE's previously announced tender offer and to pay related premiums, fees and expenses in connection therewith, and (ii) to the extent of any remaining proceeds after giving effect to the foregoing transaction, for general corporate purposes. The tender offer is conditioned upon, among other things, the completion of the offering of the Notes; however, the closing of the offering of the Notes is not conditioned on the consummation of the tender offer. If SEE purchases less than the full aggregate principal amount of the outstanding 2025 Notes, SEE intends to satisfy and discharge any remaining 2025 Notes in accordance with the terms of the indenture governing the 2025 Notes.

The Notes and related guarantees have been offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The Notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor has there been any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer to purchase the 2025 Notes or a notice of satisfaction and discharge with respect to the 2025 Notes.

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