Sealed Air Announces Expiration of "Go-Shop" Period

Rhea-AI Summary

Sealed Air (NYSE: SEE) announced the expiration of the 30-day go-shop period under its definitive merger agreement with funds affiliated with CD&R. Under the agreement, CD&R will acquire all outstanding common stock for $42.15 per share in an all-cash transaction, implying an enterprise value of $10.3 billion. The go-shop expired at 11:59 p.m. ET on December 16, 2025, after outreach to 29 parties; no party became an "Excluded Party." The transaction is expected to close in mid-2026, subject to stockholder approval, regulatory clearances, and customary conditions. Upon closing, Sealed Air will become privately held and its common stock will no longer trade on the NYSE. Evercore and Latham & Watkins served as advisors.

Positive

• Buyout price of $42.15 per share
• Implied $10.3 billion enterprise value
• Transaction expected to close in mid-2026
• Board solicited proposals from 29 parties during go-shop

Negative

• Common stock will be delisted from NYSE upon closing
• Deal requires stockholder approval and regulatory clearances
• No competing bidder emerged by go-shop expiration

Key Figures

Acquisition price $42.15 per share Cash consideration for each outstanding Sealed Air common share under Merger Agreement

Enterprise value $10.3 billion Total enterprise value of Sealed Air in the CD&R acquisition

Go-shop period length 30 days Duration of the contractual go-shop period that has now expired

Potential acquirers contacted 29 parties Number of parties solicited during go-shop, including strategic and PE firms

Strategic parties 7 parties Number of strategic bidders approached during the go-shop period

Private equity firms 22 firms Number of private equity firms contacted during the go-shop period

Confidentiality agreements 6 agreements Parties that signed NDAs and received non-public information on Sealed Air

Go-shop expiry time 11:59 p.m. ET, Dec 16, 2025 Exact expiration time and date of the go-shop period

Market Reality Check

$41.51 Last Close

Volume Volume 2,926,825 is in line with the 20-day average of 2,912,608. normal

Technical Price 41.67 remains above the 200-day MA at 32.74, reflecting a pre-existing uptrend.

Peers on Argus

Peers showed mixed, mostly small moves, with changes between about -1.44% and +0.07%, suggesting this merger-process update is stock-specific rather than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 25	Governance letter	Neutral	-0.1%	Open letter from Engine Capital to UniFirst-related trustees mentioned in context.
Nov 17	Take-private deal	Positive	-3.1%	All-cash acquisition agreement at <b>$42.15</b> per share and <b>$10.3B</b> EV.
Nov 04	Q3 2025 earnings	Positive	+5.3%	Strong YoY EPS growth and higher adjusted EBITDA with tightened 2025 guidance.
Oct 15	Dividend declaration	Positive	-0.9%	Announcement of a <b>$0.20</b> per share quarterly cash dividend.
Oct 06	Earnings call notice	Neutral	-2.3%	Scheduling of Q3 2025 earnings release and conference call details.

Pattern Detected

Recent history shows mixed reactions: strong alignment on Q3 earnings but divergence on the take-private deal and a dividend declaration.

Recent Company History

Over the last few months, Sealed Air reported solid Q3 2025 results with higher earnings and adjusted EPS, declared a quarterly dividend of $0.20 per share, and announced a take-private deal at $42.15 per share with an enterprise value of $10.3 billion. The merger agreement included a 30-day go-shop period, now expired. Market reactions have varied, with a positive move after earnings but negative reactions to the acquisition announcement and the dividend, underscoring uneven sentiment into today’s go-shop update.

Market Pulse Summary

This announcement confirms that the 30-day go-shop period under the CD&R merger agreement has expired without any excluded party emerging, leaving the agreed all-cash price of $42.15 per share and $10.3 billion enterprise value intact. The company now moves into a no-shop phase, with closing targeted for mid-2026, subject to stockholder approval and regulatory clearances. Investors may monitor regulatory milestones and any updates to the transaction timeline.

Key Terms

go-shop financial

"announced the expiration of the 30-day "go-shop" period set forth in the..."

A go-shop is a limited window after a company signs an agreement to be bought when the seller is allowed to actively seek better offers from other buyers. For investors it matters because this shopping period can push the purchase price higher or produce a stronger deal, but it can also create short-term uncertainty about whether the agreed sale will close or be replaced by a different bidder.

enterprise value financial

"transaction with an enterprise value of $10.3 billion."

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

all-cash transaction financial

"for $42.15 per share in an all-cash transaction with an enterprise value..."

An all-cash transaction is a deal where the full purchase price is paid immediately in cash or cash equivalents, rather than through financing or installment payments. For investors, this type of transaction often indicates a quick, straightforward sale and can signal confidence from the buyer, potentially affecting the value and perception of the involved assets.

confidentiality agreements financial

"Six of these parties entered into confidentiality agreements and received access..."

A confidentiality agreement is a contract where parties agree to keep certain business information private and not share it with others without permission. For investors, these agreements matter because they control who sees sensitive details—such as finances, plans, or deal terms—during negotiations or due diligence; like promising not to reveal a secret recipe, they help protect value and reduce the risk that leaks or misuse will affect a company’s prospects or stock price.

non-public information regulatory

"entered into confidentiality agreements and received access to non-public information..."

Non-public information is any material fact about a company or its securities that has not been widely shared with the public—such as unreleased financial results, pending deals, regulatory decisions, or major management changes. Think of it as knowing the final score of a game before the crowd does; using that knowledge to trade gives an unfair advantage, can distort prices when the news becomes public, and carries legal and reputational risks for investors.

no-shop financial

"became subject to the customary "no-shop" provisions that limit the Company's ability..."

A no-shop is a contractual promise by a company that it will not seek, solicit, or negotiate alternative offers for a set period while a potential deal is being discussed. For investors, it matters because it increases the likelihood that a proposed transaction will proceed without competing bids, which can lock in a price or limit the chance of a higher offer; think of it like agreeing to date exclusively while one person decides whether to commit.

fiduciary out regulatory

"subject to exceptions specified in the Merger Agreement including customary "fiduciary out"..."

A fiduciary out is a clause in a merger or sale agreement that lets a company’s board abandon a planned deal if the board honestly believes a different offer or action would better protect shareholders’ interests. It matters to investors because it can increase the chance of a higher bid or a better outcome, but it also reduces deal certainty and can trigger negotiations over compensation or legal challenges. Think of it as an agent’s right to refuse a sale if a better deal appears.

AI-generated analysis. Not financial advice.

Transaction is Expected to Close in Mid-2026

CHARLOTTE, N.C., Dec. 17, 2025 /PRNewswire/ -- Sealed Air Corporation ("Sealed Air" or the "Company") (NYSE: SEE), a leading global provider of food and protective packaging solutions, today announced the expiration of the 30-day "go-shop" period set forth in the previously announced definitive agreement with funds affiliated with CD&R, a leading private investment firm with deep experience in the industrial and packaging industries (the "Merger Agreement"). Under the terms of the Merger Agreement, funds affiliated with CD&R have agreed to acquire all the outstanding shares of the Company's common stock for $42.15 per share in an all-cash transaction with an enterprise value of $10.3 billion. The "go-shop" period expired at 11:59 p.m. Eastern Time on December 16, 2025.

During the "go-shop" period, and at the direction of the Company's Board of Directors, representatives of Evercore, the Company's financial advisor, actively solicited alternative acquisition proposals from 29 parties, including seven strategic parties and 22 private equity firms. Six of these parties entered into confidentiality agreements and received access to non-public information about Sealed Air. As of the expiration of the "go-shop" period, no party constituted an "Excluded Party" (as defined in the Merger Agreement).

Upon expiration of the "go-shop" period, Sealed Air became subject to the customary "no-shop" provisions that limit the Company's ability to negotiate acquisition proposals with, or provide non-public information to, third parties, subject to exceptions specified in the Merger Agreement including customary "fiduciary out" provisions.

The transaction is expected to close in mid-2026, subject to the receipt of stockholder approval, regulatory clearances, and the satisfaction of other customary closing conditions. Upon closing of the transaction, Sealed Air will become a privately held company, and its common stock will no longer be traded on the New York Stock Exchange (NYSE). The Company will continue to be headquartered in Charlotte, North Carolina.

Advisors

Evercore served as exclusive financial advisor and Latham & Watkins LLP served as legal counsel to Sealed Air.

About Sealed Air

Sealed Air Corporation (NYSE: SEE), is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. Sealed Air designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes. We deliver our 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. Our globally recognized solution brands include CRYOVAC® brand food packaging, SEALED AIR® brand protective packaging, LIQUIBOX® brand liquids systems, AUTOBAG® brand automated packaging systems, and BUBBLE WRAP® 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.

Important Information and Where to Find It

This communication is being made in respect of the proposed transaction (the "Transaction") involving Sealed Air Corporation ("Sealed Air," the "Company" or "us"), Sword Purchaser, LLC and Sword Merger Sub, Inc. The Transaction will be submitted to the Company's stockholders for their consideration and approval at a special meeting of the Company's stockholders. In connection with the Transaction, the Company expects to file with the Securities and Exchange Commission (the "SEC") a proxy statement on Schedule 14A (the "Proxy Statement"), the definitive version of which (if and when available) will be sent or provided to the Company's stockholders and will contain important information about the Transaction and related matters. The Company may also file other relevant documents with the SEC regarding the Transaction. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS. 

Investors and security holders may obtain free copies of the Proxy Statement and other documents containing important information about the Company and the Transaction that are filed or will be filed with the SEC by the Company when they become available at the SEC's website at www.sec.gov or the Company's website at www.sealedair.com.

Participants in the Solicitation

The Company and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the Transaction. Information regarding the Company's directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on April 17, 2025 (the "2025 Annual Meeting Proxy Statement"), and will be available in the Proxy Statement. To the extent holdings of the Company's securities by such directors or executive officers (or the identity of such directors or executive officers) have changed since the information set forth in the 2025 Annual Meeting Proxy Statement, such information has been or will be reflected on the Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the interests of the Company's directors and executive officers in the Transaction will be included in the Proxy Statement if and when it is filed with the SEC. You may obtain free copies of these documents using the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company's current expectations, estimates and projections about future events, which are subject to change. Any statements as to the expected timing, completion and effects of the Transaction or that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements may be identified by the use of words such as "expect," "anticipate," "intend," "aim," "plan," "believe," "could," "seek," "see," "should," "will," "may," "would," "might," "considered," "potential," "predict," "projection," "estimate," "forecast," "continue," "likely," "target" or similar expressions. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results to differ materially from those expressed in any forward-looking statements.

These risks, uncertainties, assumptions and other important factors that might materially affect such forward-looking statements include, but are not limited to: (i) the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction; (ii) the possibility that the Company's stockholders may not approve the Transaction; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement entered into pursuant to the Transaction; (iv) the risk that the parties to the merger agreement may not be able to satisfy the conditions to the Transaction in a timely manner or at all; (v) the risk of any litigation relating to the Transaction; (vi) the risk that the Transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on the Company's operating results and business generally; (vii) the risk that the Transaction and its announcement could have adverse effects on the market price of the Company's common stock; (viii) the possibility that the parties to the Transaction may not achieve some or all of any anticipated benefits with respect to the Company's business and the Transaction may not be completed in accordance with the parties' expected plans or at all; (ix) the risk that restrictions on the Company's conduct during the pendency of the Transaction may impact the Company's ability to pursue certain business opportunities; (x) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the Company to pay a termination fee; (xii) the risk that the Company's stock price may decline significantly if the Transaction is not consummated; (xiii) the Company's ability to raise capital and the terms of those financings; (xiv) the risk posed by legislative, regulatory and economic developments affecting the Company's business; (xv) general economic and market developments and conditions, including with respect to federal monetary policy, federal trade policy, sanctions, export restrictions, interest rates, interchange rates, labor shortages, supply chain issues, changes in raw material pricing and availability; energy costs; and environmental matters; (xvi) changes in consumer preferences and demand patterns that could adversely affect the Company's sales, profitability and productivity; (xvii) the effects of animal and food-related health issues on the Company's business; and (xviii) the other risk factors and cautionary statements described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and other documents filed by the Company with the SEC. The above list of factors is not exhaustive or necessarily in order of importance. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to, and specifically disclaims any obligation to, update any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

Contacts

Investors

Mark Stone
Vice President, Investor Relations
mark.stone@sealedair.com 

Media

Andi Cole
Head of Global Corporate Communications
andi.cole@sealedair.com

FGS Global
SealedAir-FGS@fgsglobal.com 

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SOURCE Sealed Air

FAQ

What price per share did CD&R agree to pay for Sealed Air (SEE)?

CD&R agreed to pay $42.15 per share in an all-cash transaction.

What enterprise value does the Sealed Air (SEE) deal imply?

The transaction implies an $10.3 billion enterprise value.

When did the go-shop period for Sealed Air (SEE) expire?

The 30-day go-shop period expired at 11:59 p.m. ET on December 16, 2025.

When is the Sealed Air (SEE) acquisition expected to close?

The transaction is expected to close in mid-2026, subject to approvals and conditions.

Will Sealed Air (SEE) remain listed on the NYSE after the deal closes?

No; upon closing Sealed Air will become privately held and its common stock will no longer trade on the NYSE.

Did any parties sign confidentiality agreements during Sealed Air's go-shop?

Yes; six parties signed confidentiality agreements and received access to non-public information.