Article
CD&R Lines Up $8B Debt Package for $10.3B Sealed Air LBO; Debt to Include USD, Euro HY Bonds, Leveraged Loans
Packaging provider Sealed Air is lining up a roughly $8 billion debt financing package consisting of high-yield bonds and leveraged loans in both dollars and euros to support its $10.3 billion acquisition by CD&R, according to sources who cautioned that the deal structure is still in early stages.
JPMorgan, Bank of America and BNP Paribas are among the bookrunners for Sealed Air’s debt financing, which is expected to launch in 2026, according to sources.
Market participants discussing CD&R’s acquisition of Sealed Air, which was announced this week, noted that they like the packaging company’s diverse business and low leverage, calling it a stable credit.
The bubble wrap maker is “a darling” in the corporate packaging space, said one leveraged finance banker close to the deal, who noted that Sealed Air makes most of its profit from food packaging. The banker added that given the size of the debt financing and the sponsor’s international scope, Sealed Air will likely consider issuing the debt in multiple currencies.
The publicly traded Sealed Air Corp. announced on Nov. 17 a definitive agreement to be acquired and become a private company by funds affiliated with CD&R in an all-cash transaction valued at $10.3 billion.
Equity financing for the transaction has been committed by investment funds affiliated with CD&R, while there is $7.9 billion in debt financing for the transaction committed by JPMorgan, Bank of America and BNP Paribas, among other bookrunners, according to the announcement. Citi, Mizuho and RBC Capital Markets also provided committed financing to CD&R.
One high-yield bond investor estimates that debt financing for the deal will consist of a roughly $1 billion to $1.5 billion RCF along with about $6.5 billion in high-yield bonds and loans to come to the primary market. The investor noted that the deal is not expected to launch before the first quarter of 2026 at the earliest but cautioned that the exact timing is subject to change.
As part of the transaction, Sealed Air’s existing high-yield bonds will be taken out except for its 2033 notes, which do not have change-of-control language, according to sources.
How CD&R addresses the 2033 notes remains to be seen, sources noted, although some expect CD&R and Sealed Air to offer an amendment to unsecured 2033 noteholders granting a lien on the pro forma collateral package. “It’s the path of least resistance,” one investor noted, versus a make whole.
Sealed Air’s 2033 notes were last trading today, Tuesday, Nov. 18, at 101.5 to yield 6.62%, according to MarketAxess. Its 2027 notes were last trading at 99.63 to yield 4.18% while its 2028 notes were last trading at 101.5 to yield 4.82%, according to MarketAxess.
Sealed Air’s stock price was last quoted at $42.26 on the New York Stock Exchange, up from $36.38 at the close of trading on Nov. 12, the day CD&R’s bid for Sealed Air was reported by third-party press. Sealed Air stockholders will receive $42.15 in cash per share, according to the press release.
In Sealed Air’s recent third-quarter 2025 earnings, it disclosed that its net sales totaled $1.35 billion in the third quarter, increasing 0.5% as reported compared with the third quarter of 2024, although declining 0.9% on a constant currency basis. Additionally, its adjusted EBITDA increased 4.2% to $287 million in the third quarter of 2025 from $276 million in the third quarter of 2024, or 3.4% on a constant currency basis, representing 21.3% of net sales compared with 20.5% in the prior year.
Despite recent scrutiny regarding CD&R’s investment in MultiColor, a label-maker facing declining sales and mounting debt, market participants said they do not expect this investment to affect Sealed Air’s reception.
Market participants also emphasized that although the packaging sector has been volatile since the pandemic, Sealed Air is considered one of the more attractive credits in the sector. Octus’ quarterly report on the U.S. packaging sector highlights the sector’s resilience amid economic uncertainty and volatility in 2025.
Sealed Air’s current capital structure, as of Sept 30, is below:
Bank of America, JPMorgan, BNP Paribas and Sealed Air declined to comment. CD&R did not return a request for comment.
This publication has been prepared by Octus Intelligence, Inc. or one of its affiliates (collectively, "Octus") and is being provided to the recipient in connection with a subscription to one or more Octus products. Recipient’s use of the Octus platform is subject to Octus Terms of Use or the user agreement pursuant to which the recipient has access to the platform (the “Applicable Terms”). The recipient of this publication may not redistribute or republish any portion of the information contained herein other than with Octus express written consent or in accordance with the Applicable Terms. The information in this publication is for general informational purposes only and should not be construed as legal, investment, accounting or other professional advice on any subject matter or as a substitute for such advice. The recipient of this publication must comply with all applicable laws, including laws regarding the purchase and sale of securities. Octus obtains information from a wide variety of sources, which it believes to be reliable, but Octus does not make any representation, warranty, or certification as to the materiality or public availability of the information in this publication or that such information is accurate, complete, comprehensive or fit for a particular purpose. Recipients must make their own decisions about investment strategies or securities mentioned in this publication. Octus and its officers, directors, partners and employees expressly disclaim all liability relating to or arising from actions taken or not taken based on any or all of the information contained in this publication. © 2026 Octus. All rights reserved. Octus(TM) and the Octus logo are trademarks of Octus Intelligence, Inc.