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Sealed Air Corporation<\/a> (\u201cSealed Air\u201d or the \u201cCompany\u201d), a leading global provider of food and protective packaging solutions, has announced that it has entered into a definitive agreement to be acquired by funds affiliated with CD&R, a leading private investment firm with deep experience in the industrial and packaging industries, in an all-cash transaction with an enterprise value of $10.3 billion.<\/p>\n Under the terms of the agreement, Sealed Air stockholders will receive $42.15 in cash per share. This represents a premium of 41% to Sealed Air’s unaffected stock price as of August 14, 2025, and a premium of 24% to Sealed Air\u2019s 90-day VWAP as of November 12, 2025.<\/p>\n \u201cAfter careful review of strategic alternatives over the past year, the Board is confident that this transaction delivers significant value and is in the best interests of our stockholders and the Company,\u201d said Henry R. Keizer, Chairman of the Board of Sealed Air<\/a>. \u201cFurthermore, this transaction represents a realization of immediate and certain value for Sealed Air stockholders at a substantial premium and enables the Company to execute its long-term strategic vision.\u201d<\/p>\n \u201cToday marks an inflection point in Sealed Air\u2019s history and we look forward to embarking on this next phase of growth in partnership with CD&R,\u201d said Dustin Semach, President and Chief Executive Officer of Sealed Air. \u201cThis transaction delivers significant and derisked value to Sealed Air stockholders while accelerating our ongoing transformation. CD&R\u2019s partnership will enhance our ability to invest in growing our Food and Protective businesses while maintaining a customer-first approach. Through more rapid innovation, expanded capabilities and broader reach, we will create more value for our customers and more opportunities for our employees.\u201d<\/p>\n \u201cSealed Air is an exceptional global business with a talented leadership team, leading franchises and attractive underlying fundamentals,\u201d said Rob Volpe, Partner at CD&R. \u201cThe Company has a strong foundation in its industry leadership, committed employee base, deep customer and supplier relationships, differentiated product portfolio and demonstrated operating capability. We are committed to supporting Sealed Air\u2019s continued investment in its people, assets and product portfolio. We have great respect for Sealed Air\u2019s senior leadership team, and look forward to partnering with them.\u201d<\/p>\n Sealed Air\u2019s stock price was impacted by two unrelated events \u2013 the filing of a Form 13F by an activist investor disclosing ownership in the Company on August 14, 2025, and published rumors about a potential transaction on November 12, 2025. Unaffected stock price date based on the last full trading day prior to these two unrelated events.<\/p>\n The transaction, which has been unanimously approved by Sealed Air\u2019s Board of Directors, is expected to close in mid-2026, subject to the receipt of stockholder approval, regulatory clearances and the satisfaction of other customary closing conditions.<\/p>\n Under the terms of the agreement, Sealed Air can actively solicit additional acquisition proposals from third parties during a \u201cgo-shop\u201d period of 30 days from the signing of the agreement, with an additional 15 days to negotiate a definitive agreement with qualifying parties. There can be no assurance that this solicitation process will result in a superior proposal, and Sealed Air does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required.<\/p>\n Equity financing for the transaction has been committed by investment funds affiliated with CD&R and debt financing for the transaction has been committed by a group led by J.P. Morgan Securities LLC, BofA Securities, BNP Paribas Securities Corp, Goldman Sachs, UBS Investment Bank and Wells Fargo. Citi, Mizuho and RBC Capital Markets also provided committed financing to CD&R.<\/p>\n Upon completion of the transaction, Sealed Air\u2019s headquarters will remain in Charlotte, North Carolina. Sealed Air will become a privately held company, and its common stock will no longer be traded on the New York Stock Exchange upon the closing of the transaction.<\/p>\n Evercore served as exclusive financial advisor and Latham & Watkins LLP served as legal counsel to Sealed Air. BofA Securities, BNP Paribas Securities Corp, Citi, Goldman Sachs, J.P. Morgan Securities LLC, Lazard, Mizuho, RBC Capital Markets, UBS Investment Bank, and Wells Fargo served as financial advisors to CD&R. Kirkland & Ellis LLP and Debevoise & Plimpton LLP served as legal counsel to CD&R.<\/p>\n Sealed Air Corporation is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation<\/a>, equipment and services. Sealed Air designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes. The company delivers its packaging solutions to an array of end markets including fresh proteins, foods, fluids and liquids, medical and life science, e-commerce retail, logistics and omnichannel fulfillment operations, and industrials. Sealed Air\u2019s globally recognized solution brands include CRYOVAC\u00ae brand food packaging, SEALED AIR\u00ae brand protective packaging, LIQUIBOX\u00ae brand liquids systems, AUTOBAG\u00ae brand automated packaging systems, and BUBBLE WRAP\u00ae brand packaging. In 2024, Sealed Air generated $5.4 billion in sales and has approximately 16,400 employees who serve customers in 117 countries\/territories.<\/p>\n Founded in 1978, CD&R is a leading private investment firm with a strategy of generating strong investment returns by building more robust and sustainable businesses through the combination of skilled investment experience and deep operating capabilities. In partnership with the management teams of its portfolio companies, CD&R takes a long-term view of value creation and emphasizes positive stewardship and impact. The firm invests in businesses that span a broad range of industries, including industrial, healthcare, consumer, technology and financial services end markets. CD&R is privately owned by its partners and has offices in New York and London. For more information, please visit www.cdr.com<\/a>.\u00a0<\/p>\n<\/div>\nTransaction Details<\/h4>\n
Advisors<\/h4>\n
About Sealed Air\u00a0<\/h4>\n
About CD&R<\/h4>\n