Article
UPDATE 7: Sealed Air Sets Final Pricing Terms of S+400 Bps, 95 OID for $3.535B 7Y TLB, E+425 Bps, 95 OID for $750M USD-Equivalent 7Y TLB
Thu Apr 02, 2026 02:34 PM ET:
***** LOAN FINAL TERMS – SEALED AIR *****
– Final USD TLB tranche size $3,535MM
– Final EUR TLB tranche size €650MM ($750MM USD equiv)
– Final USD TLB pricing (unch) S+400 @ 95
– Final EUR TLB pricing (unch) E+425 @ 95
– Books are closed, all tranches allocating shortly
| COMPANY: | Sealed Air | |
| BORROWER: | Sword Purchaser, LLC | |
| BUSINESS: | Leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment, and services | |
| UOP: | Net proceeds, alongside equity investment of $3,137M, $1,850M USD Senior Secured Notes, $600M EUR-equivalent Senior Secured Notes, and $500M USD Senior Unsecured Notes, will be used to support the take-private of the business, refinance existing debt, as well as to pay fees and expenses related thereto | |
| RATINGS: | Corporate: B1 (STA) / B+ (STA) Secured Facility: B1 / B+ (RR:3) Unsecured Facility: B3 / B |
|
| TENOR: | 7 Years | |
| CURRENCY: | USD | EUR |
| FACILITIES: | USD $3,535MM Term Loan B | EUR €650MM Term Loan B |
| PRICING: | S + 400 bps @ 95 OID One 25 bps IPO step-down |
E + 425 bps @ 95 OID One 25 bps IPO step-down |
| CALL PROTECTION: | 101 soft call for 12 months | 101 soft call for 12 months |
| LEAD-LEFT BOOKRUNNER: | J.P. Morgan | BNP Paribas |
| ADMIN AGENT: | J.P. Morgan | |
| OTHER JOINT BOOKRUNNERS: | Bank of America, Goldman Sachs, UBS, Wells Fargo, Citi, Mizuho, RBC, Credit Agricole, Deutsche, HSBC, Jefferies, Natixis, Rabobank, SMBC, TD Bank, Truist, CIBC, Citizens, Santander, U.S. Bank | |
UPDATE 6: Sealed Air Upsizes Dollar SSNs to $1.85B, Reduces TLB to $4.2B; Sets Final Terms; Additional Doc Changes; SSN Books, TLB Reconfirmations 4 pm BST; SUNs Books Closed
Thu Apr 02, 2026 09:51 AM ET:
| Security Type | Senior Secured USD Notes | Senior Secured EUR Notes | Senior Unsecured Notes |
| Size | USD $1,850,000,000 *incremental proceeds to be used to reduce global TLB size | EUR-equivalent $600,000,000 | USD $500,000,000 |
| Final Yield | 8.5% | 7.5% | 10.5% |
| Final Coupon | 8.25% | 7.25% | 10.5% |
| Final OID | TBC | TBC | 100 |
| Docs Changes | A further supplement to the offering memorandum reflecting changes to the documentation will shortly be uploaded to NetRoadshow (https://www.netroadshow.com/events/login/LE9zwo49567sjHNxw7LfzAyDk0WXykKspCo) | ||
| Books Close | 11 AM ET (April-2); pricing / allocating today | 4 PM UKT (April-2); pricing / allocating today | Books closed; pricing / allocating today |
– Global TLB size revised to $4,200MM (vs. $4,700MM), concurrent USD SSN upsized to $1,850MM (vs. $1,350MM); final USD / EUR TL tranche sizes TBD
– Final USD TLB pricing of S+400 @ 95 w/101 soft call for 12 mos (vs. 6 mos), removal of pricing step downs
– Final EUR TLB pricing of E+425 @ 95 w/101 soft call for 12 mos (vs. 6 mos), removal of pricing step downs
– Additional doc changes have been posted to Syndtrak for your review
– Reconfirm orders by 11AM NYT / 4PM UKT, allocating all tranches this afternoon
UPDATE 5: Sealed Air Floats Price Talk in 8.5% Area for USD-Denominated SSNs, 7.5% Area for Euro-Equivalent SSNs, 10.5% Area for USD-Denominated SUNs; Pricing Revised to 95-96 OID for USD-Denominated TLB, EUR-Equivalent TLB
Wed Apr 01, 2026 10:29 AM ET:
| Security Type | Senior Secured USD Notes | Senior Secured EUR Notes | Senior Unsecured Notes |
| Price Talk | 8.50% area | 7.50% area | 10.50% area |
| Books Close | 5:00PM ET (April-1) | 10:00AM UKT (April-2) | 5:00PM ET (April-1) |
– USD TLB revised pricing S+400 (unch.), 0% fl (unch.) @ 95-96 (vs. 97.5-98)
– EUR TLB revised pricing E+425 (unch.), 0% fl (unch.) @ 95-96 (vs. 97.5-98)
– CA changed pages posted to Syndtrak
– Revised USD deadline today @ 5PM NYT and revised EUR deadline tomorrow 10AM UKT
| COMPANY: | Sealed Air | |
| BORROWER: | Sword Purchaser, LLC | |
| BUSINESS: | Leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment, and services | |
| UOP: | Net proceeds, alongside equity investment of $3,137M, $1,350M USD Senior Secured Notes, $600M EUR-equivalent Senior Secured Notes, and $500M USD Senior Unsecured Notes, will be used to support the take-private of the business, refinance existing debt, as well as to pay fees and expenses related thereto | |
| RATINGS: | Corporate: B1 (STA) / B+ (STA) Secured Facility: B1 / B+ (RR:3) Unsecured Facility: B3 / B |
|
| TENOR: | 7 Years | |
| CURRENCY: | USD | EUR |
| FACILITIES: | US$4,100M Term Loan B | EUR-equivalent US$600M Term Loan B |
| PRICING: | S + 400 bps @ 95 – 96 OID Two 25 bps step-downs at 4.90x, and 4.40x First Lien Net Leverage Ratio, One 25 bps IPO step-down |
E + 425 bps @ 95 – 96 OID Two 25 bps step-downs at 4.90x, and 4.40x First Lien Net Leverage Ratio, One 25 bps IPO step-down |
| CALL PROTECTION: | 101 soft call for 6 months | 101 soft call for 6 months |
| LEAD-LEFT BOOKRUNNER: | J.P. Morgan | BNP Paribas |
| ADMIN AGENT: | J.P. Morgan | |
| OTHER JOINT BOOKRUNNERS: | Bank of America, Goldman Sachs, UBS, Wells Fargo, Citi, Mizuho, RBC, Credit Agricole, Deutsche, HSBC, Jefferies, Natixis, Rabobank, SMBC, TD Bank, Truist, CIBC, Citizens, Santander, U.S. Bank | |
UPDATE 4: Sealed Air Announces Doc Changes for $4.1B, $600M Euro-Equivalent 7Y TLBs
Tue Mar 31, 2026 03:58 PM ET:
***** LOAN UPDATED TERMS (DOC CHANGES) – SEALED AIR ****
– Various Doc changes posted to Syndtrak
– No other changes at this time
| COMPANY: | Sealed Air | |
| BORROWER: | Sword Purchaser, LLC | |
| BUSINESS: | Leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment, and services | |
| UOP: | Net proceeds, alongside equity investment of $3,137M, $1,350M USD Senior Secured Notes, $600M EUR-equivalent Senior Secured Notes, and $500M USD Senior Unsecured Notes, will be used to support the take-private of the business, refinance existing debt, as well as to pay fees and expenses related thereto | |
| RATINGS: | Corporate: B1 (STA) / B+ (STA) Secured Facility: B1 / B+ (RR:3) Unsecured Facility: B3 / B |
|
| TENOR: | 7 Years | |
| CURRENCY: | USD | EUR |
| FACILITIES: | US$4,100M Term Loan B | EUR-equivalent US$600M Term Loan B |
| PRICING: | S + 400 bps @ 97.50 – 98 OID Two 25 bps step-downs at 4.90x, and 4.40x First Lien Net Leverage Ratio, One 25 bps IPO step-down |
E + 425 bps @ 97.50 – 98 OID Two 25 bps step-downs at 4.90x, and 4.40x First Lien Net Leverage Ratio, One 25 bps IPO step-down |
| CALL PROTECTION: | 101 soft call for 6 months | 101 soft call for 6 months |
| LEAD-LEFT BOOKRUNNER: | J.P. Morgan | BNP Paribas |
| ADMIN AGENT: | J.P. Morgan | |
| OTHER JOINT BOOKRUNNERS: | Bank of America, Goldman Sachs, UBS, Wells Fargo, Citi, Mizuho, RBC, Credit Agricole, Deutsche, HSBC, Jefferies, Natixis, Rabobank, SMBC, TD Bank, Truist, CIBC, Citizens, Santander, U.S. Bank | |
UPDATE 3: Sealed Air IPT for Dollar SSNs at 8.25%-8.5%, Euro SSNs 7.25%-7.5%, SUNs 10.25%-10.5%; Revises TLB Pricing to 97.5-98, S+400 Bps for Dollar Tranche, E+425 Bps for Euro Portion
Mon Mar 30, 2026 10:48 AM ET:
| Security Type | Senior Secured USD Notes | Senior Secured EUR Notes | Senior Unsecured Notes |
| IPT | 8.25%-8.50% | 7.25%-7.50% | 10.25%-10.50% |
| Ratings | Secured Facility: B1 / B+ (RR:3) | Unsecured Facility: B3 / B | |
– USD TLB revised pricing S+400 (vs. 350-375), 0% fl (unch.) @ 97.5-98 (vs. 98.5)
– EUR TLB revised pricing E+425 (vs. 375-400), 0% fl (unch.) @ 97.5-98 (vs. 98.5)
– No other changes at this time
– Deadline remains Tuesday 3/31 @ 5PM NYT / 5PM UKT
UPDATE 2: Initial Whispers for Sealed Air’s 7Y $1.35B SSNs in High-7% Area, Whispers for $600M Euro-Equiv. SSNs in High-6% Area, 8Y $500M SUNs Whispers in High-9% Area
Mon Mar 30, 2026 10:07 AM ET: Sealed Air floated whispers for its $1.35 billion offering of seven-year senior secured notes in the high-7% area, in the high-6% area for its $600 offering of seven-year Euro-equivalent senior secured notes, and in the high-9% area for its $500 million offering of eight-year senior unsecured notes, according to sources.
UPDATE 1: Sealed Air Launches 7Y $1.35B SSNs, $600M Euro-Equiv. SSNs, 8Y $500M SUNs; Proceeds to Fund Portion of CD&R Transaction, Refinance Debt; Investor Call 3 pm GMT
Thu Mar 26, 2026 05:20 AM ET:
| Issuer | Sword Purchaser, LLC | ||
| Security Type | Senior Secured USD Notes | Senior Secured EUR Notes | Senior Unsecured Notes |
| Size | USD $[1,350,000,000] | EUR-equivalent $[600,000,000] | USD $[500,000,000] |
| Tenor | 7 years | 7 years | 8 years |
| Call Protection | NC3 | NC3 | NC3 |
| Use of Proceeds | Net proceeds of CD&R’s equity investment, the offering of the Notes and the borrowings under the Senior Secured Credit Facilities will be used to (i) fund a portion of the cash consideration payable in connection with the transactions; (ii) refinance a portion of existing indebtedness, (iii) pay a portion of transaction-related fees, expenses and other payments | ||
| Business Description | Sealed Air is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services | ||
| Format | 144A / RegS without Registration Rights | ||
| Optional Redemption |
|
||
| Change of Control | Investor put at 101% of their principal amount, plus accrued and unpaid interest | ||
| Equity Clawback | Up to 40% of the Notes during the non-call period using the proceeds of certain equity offerings at [%] of the principal amount plus accrued and unpaid interest | ||
| Denoms | $2,000 x $1,000; €100,000 x €1,000 | ||
| Lead Bookrunner (B&D) | UBS | GS | BofA |
| Additional Bookrunners | BNP / CITI / CACIB / JEFF / SMBC / CIBC / USB / JPM / MIZ / DB / NTX / TD / CITZ / WFS / RBC / HSBC / RABO / TST / SANT | ||
| Investor Call Details | Investor Call Thursday, 26-Mar @ 11:00 a.m. ET / 3:00 p.m. UKT | ||
| Participant Access Details: To participate in the Conference Call, visit the following link: https://www.netroadshow.com/events/login/LE9zwo49567sjHNxw7LfzAyDk0WXykKspCo Operator Assisted Dial-In Details: *Dial in details will appear after you’ve launched the presentation and agreed to the disclaimer |
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| Replay Details | https://www.netroadshow.com/events/login/LE9zwo49567sjHNxw7LfzAyDk0WXykKspCo | ||
| Timing | Pricing week of 30-Mar | ||
Original Story 5:11 a.m. UTC on March 20, 2026
Primary: Sealed Air Launches $4.1B, $600M Euro-Equivalent 7Y TLBs to Fund CD&R LBO; OIDs at 98.5, S+350-375 Bps for Dollars, E+375-400 Bps for Euros; Lender Call March 23
| COMPANY: | Sealed Air | |
| BORROWER: | Sword Purchaser, LLC | |
| BUSINESS: | Leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment, and services | |
| UOP: | Net proceeds, alongside equity investment of $3,137M, $1,350M USD Senior Secured Notes, $600M EUR-equivalent Senior Secured Notes, and $500M USD Senior Unsecured Notes, will be used to support the take-private of the business, refinance existing debt, as well as to pay fees and expenses related thereto | |
| RATINGS: | TBA | |
| TENOR: | 7 Years | |
| CURRENCY: | USD | EUR |
| FACILITIES: | US$4,100M Term Loan B | EUR-equivalent US$600M Term Loan B |
| PRICING: | S + 350 – 375 bps @ 98.50 OID Two 25 bps step-downs at 4.90x, and 4.40x First Lien Net Leverage Ratio, One 25 bps IPO step-down |
E + 375 – 400 bps @ 98.50 OID Two 25 bps step-downs at 4.90x, and 4.40x First Lien Net Leverage Ratio, One 25 bps IPO step-down |
| CALL PROTECTION: | 101 soft call for 6 months | 101 soft call for 6 months |
| LEAD-LEFT BOOKRUNNER: | J.P. Morgan | BNP Paribas |
| ADMIN AGENT: | J.P. Morgan | |
| OTHER JOINT BOOKRUNNERS: | Bank of America, Goldman Sachs, UBS, Wells Fargo, Citi, Mizuho, RBC, Credit Agricole, Deutsche, HSBC, Jefferies, Natixis, Rabobank, SMBC, TD Bank, Truist, CIBC, Citizens, Santander, U.S. Bank | |
| TIMING: | Lender Call Monday 3/23 @ 14:30 UKT / 10:30 AM NYT Deadline Tuesday 3/31 @ 5:00PM UKT for EUR Term Loan B and 5:00PM NYT for USD Term Loan B Small group meetings available upon request |
|
| More information available on Syndtrak for the US and DebtDomain for the EUR | ||
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