CD&R buys Sealed Air (SEE) in $10.3B enterprise-value take-private deal
Rhea-AI Filing Summary
Sealed Air Corporation completed its acquisition by funds affiliated with Clayton, Dubilier & Rice, LLC, taking the company private. Each share of Sealed Air common stock outstanding immediately before the merger was converted into the right to receive $42.15 in cash.
The transaction delivered approximately $6.3 billion in total cash consideration to Sealed Air equity holders and reflected an enterprise value of $10.3 billion. In connection with closing, Sealed Air repaid all borrowings under its syndicated credit facility, redeemed multiple series of senior notes, and repaid receivables securitization indebtedness.
Following the merger, Sealed Air became a wholly owned subsidiary of the CD&R‑affiliated parent. Its common stock ceased trading on the New York Stock Exchange, the company began delisting and deregistration procedures, several directors resigned in connection with the change of control, and Sealed Air remains headquartered in Charlotte, North Carolina as a private company.
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Insights
Sealed Air is taken private by CD&R in a leveraged cash acquisition with full debt refinancings.
The merger transfers Sealed Air from public shareholders to funds affiliated with CD&R, with equity holders receiving $6.3 billion in aggregate cash at $42.15 per share. The enterprise value of $10.3 billion implies substantial debt and/or assumed obligations alongside the equity purchase.
At closing, Sealed Air repaid its syndicated credit facility and multiple senior notes maturing from 2026 through 2032, plus receivables securitization facilities. These moves typically align with new acquisition financing, effectively replacing legacy funding. Public equity investors lose ongoing upside but gain immediate liquidity, while future performance will accrue to CD&R as the new private owner.
8-K Event Classification
Key Figures
Key Terms
Merger Consideration financial
enterprise value financial
receivables securitization agreements financial
change of control financial
Form 25 regulatory
Form 15 regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
On April 9, 2026 (the “Closing Date”), Sealed Air Corporation, a Delaware corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of November 16, 2025 (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”), entered into with Sword Purchaser, LLC, a Delaware limited liability company (“Parent”), and Sword Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), whereby Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Surviving Corporation”) as of the effective time of the Merger (the “Effective Time”). Parent and Merger Sub are affiliates of Clayton, Dubilier & Rice, LLC.
The description of the Merger Agreement and the transactions contemplated by the Merger Agreement (including, without limitation, the Merger) in this Current Report on Form 8-K does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
| Item 1.02. | Termination of Material Definitive Agreements. |
The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
At the Effective Time, the Company repaid, or caused to be repaid, all credit commitments outstanding under that certain Fifth Amended and Restated Syndicated Facility Agreement, dated as of October 31, 2025, by and among the Company, as Borrower Representative, the other Borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as agent.
Concurrently with the occurrence of the Effective Time, the Company redeemed or satisfied and discharged in full its (i) 1.573% Senior Notes due 2026, (ii) 4.000% Senior Notes due 2027, (iii) 6.125% Senior Notes due 2028, (iv) 5.000% Senior Notes due 2029, (v) 7.250% Senior Notes due 2031 and (vi) 6.500% Senior Notes due 2032.
Concurrently with the occurrence of the Effective Time, the Company repaid all indebtedness related to each of the following receivables securitization agreements: (i) the Amended and Restated Receivables Loan Agreement, dated as of December 2, 2021, among Sealed Air Securitization DAC, as borrower, Sealed Air Limited, as servicer, and Coöperatieve Rabobank U.A. trading as Rabobank London, as administrative agent and funding agent and the Company, as performance undertaking provider; and (ii) the Ninth Amended and Restated Receivables Purchase Agreement, dated as of December 12, 2025, by and among Sealed Air Funding LLC, as seller, Sealed Air Corporation (US), as collection agent, and Credit Agricole Corporate and Investment Bank, as administrative agent and Coöperatieve Rabobank U.A., as a committed purchaser and a managing agent.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
To the extent required, the information provided in the Explanatory Note and in Items 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Merger Consideration; Effect on Capital Stock
Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of common stock, par value $0.10 per share, of the Company (“Company Common Stock”) that was issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock owned directly by Parent, Merger Sub or their subsidiaries immediately prior to the Effective Time or held in treasury of the Company (which will be automatically canceled at the Effective Time for no consideration) (“Cancelled Shares”), and (ii) shares of Company Common Stock held by a holder who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Delaware law and has not effectively withdrawn of lost its rights to appraisal (“Dissenting Shares”)) was automatically canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $42.15 (the “Merger Consideration”), payable to the holder thereof, without interest.
Treatment of Company Compensatory Awards
Additionally, at the Effective Time and as a result of the Merger, each Company RSU Award, Company PSU Award and Company DSU Award (as defined below, and together, the “Company Compensatory Awards”) were treated as follows (the “Compensatory Award Treatment”):
| • | each award of restricted stock units with respect to shares of Company Common Stock (a “Company RSU Award”) that was outstanding immediately prior to the Effective Time was automatically terminated at the Effective Time and converted into a contingent right to receive an amount in cash equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company RSU Award at the Effective Time and (ii) the Merger Consideration, plus any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company RSU Award, with such cash-based award subject to the terms and conditions applicable to the corresponding Company RSU Award (including time-based vesting conditions and terms related to the treatment upon termination of employment); |
| • | each award of performance-based restricted stock units with respect to shares of Company Common Stock (a “Company PSU Award”) that was outstanding immediately prior to the Effective Time was automatically terminated at the Effective Time and converted into a contingent right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company PSU Award, determined based on the achievement of the applicable performance goals at the actual level of performance of 164.9% for Company PSU Awards granted in 2024 and 185.9% for Company PSU Awards granted in 2025, as determined by the People and Compensation Committee of the Board of Directors of the Company (the “Board”) in its good faith and reasonable discretion as of March 2026 in accordance with the terms of the applicable Company PSU Award agreement, and (ii) the Merger Consideration, plus any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company PSU Award, which cash-based award (A) received by former employees of the Company or its subsidiaries who retired or terminated employment prior to the Effective Time became payable as of the Effective Time and will be paid by the Company or its applicable subsidiary no later than the second regularly scheduled payroll date following the Effective Time; and (B) received by any current employee or service provider of the Company or its subsidiaries was subject to the same terms and conditions as were applicable to the corresponding Company PSU Award other than performance-based vesting conditions (including terms related to the treatment upon termination of employment); provided, that, the time-based vesting condition applicable to such cash-based award is a three year time-vesting requirement with one-third of such award vesting on each December 31 that would occur during the three-year performance period applicable to the corresponding Company PSU Award (and any portion of the Company PSU Award that would have vested prior to the Closing Date based on this schedule became immediately vested as of the Closing Date); and |
| • | each award of deferred stock units in respect of Company Common Stock (a “Company DSU”) that was outstanding immediately prior to the Effective Time was automatically terminated at the Effective Time and converted into a right to receive an amount in cash equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company DSU as of the Effective Time and (ii) the Merger Consideration, plus any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company DSU, payable as promptly as practicable following the Closing Date. |
Effective as of the Effective Time (i) no new Company Compensatory Awards will be granted pursuant to the Company’s 2014 Omnibus Incentive Plan, as amended and restated effective May 17, 2018 and May 18, 2021, as further amended effective May 23, 2024 (the “Plan”), or the Company’s Deferred Compensation Plan for Directors (as amended, the “Director Plan” and, together with the Plan, the “PubCo Plans”) and (ii) the PubCo Plans were terminated; provided, that Company Compensatory Awards that are subject to the Compensatory Award Treatment shall remain outstanding pursuant to the terms of the Merger Agreement, the applicable PubCo Plan (to the extent applicable notwithstanding such termination) and the applicable award agreement.
The definitive proxy statement of the Company, filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2026, and the supplemental disclosure to the proxy statement of the Company, filed with the SEC on February 18, 2026, contain additional information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of the Company in the Merger.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
To the extent required, the information set forth in the Explanatory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, in connection with the consummation of the Merger, the Company notified the New York Stock Exchange (“NYSE”) that a certificate of merger had been filed with the Secretary of State of the State of Delaware for purposes of consummating the Merger. The Company requested that NYSE file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 in order to effect the delisting of the Company Common Stock from NYSE and the deregistration of the Company Common Stock under Section 12(b) of the Exchange Act. As a result, trading of Company Common Stock, which traded under the ticker symbol “SEE” on NYSE, was suspended prior to the opening of trading on NYSE on the Closing Date. Upon effectiveness of the Form 25, the Company intends to file a Certification and Notice of Termination on Form 15 with the SEC to deregister the Company Common Stock and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information provided in the Explanatory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
In connection with the Merger and at the Effective Time, holders of Company Common Stock (other than holders of Cancelled Shares and Dissenting Shares) immediately prior to such time ceased to have any rights as stockholders in the Company (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).
| Item 5.01. | Changes in Control of Registrant. |
The information provided in the Explanatory Note and in Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent. The total amount of cash consideration payable to the Company’s equity holders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $6.3 billion. The funds used to consummate the Merger and the related transactions came from equity and debt financing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
The information provided in the Explanatory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
On the Closing Date, in connection with the consummation of the Merger, each of Zubaid Ahmad, Anthony Allott, Kevin Berryman, Françoise Colpron, Henry R. Keizer and Suzanne B. Rowland, each of whom was a member of the Board as of immediately prior to the Effective Time, resigned from their positions as members of the Board and from any and all committees of the Board on which they served. These departures were solely in connection with the consummation of the Merger and not a result of any disagreements between the Company and the directors on any matter relating to the Company’s operations, policies or practices.
Also pursuant to the terms of the Merger Agreement, the officers of the Company immediately prior to the Effective Time continued as the officers of the Surviving Corporation.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information provided in the Explanatory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
In accordance with the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety as set forth in Exhibit A to the Merger Agreement, and the bylaws of the Company in effect immediately prior to the Effective Time were amended and restated in their entirety to be in the form of the bylaws of Merger Sub immediately prior to the Effective Time, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.
| Item 8.01. | Other Events. |
On April 9, 2026, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of November 16, 2025, by and among Parent, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed on November 16, 2025).* | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company, dated as of April 9, 2026. | |
| 3.2 | Amended and Restated Bylaws of the Company, dated as of April 9, 2026. | |
| 99.1 | Press Release, dated April 9, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEALED AIR CORPORATION | ||||||
| Date: April 9, 2026 | By: | /s/ Stefanie M. Holland | ||||
| Name: | Stefanie M. Holland | |||||
| Title: | Vice President, General Counsel and Secretary | |||||
| (Duly Authorized Officer) | ||||||
Exhibit 99.1
Sealed Air Announces Completion of Acquisition by CD&R
CHARLOTTE, N.C., April 9, 2026 /PRNewswire/ — Sealed Air Corporation (“Sealed Air” or the “Company”), a leading global provider of food and protective packaging solutions, today announced the completion of its previously announced acquisition by funds affiliated with CD&R.
“Today marks the beginning of an exciting new chapter for Sealed Air,” said Sealed Air President and Chief Executive Officer Dustin Semach. “With CD&R’s partnership, we will accelerate our strategy by investing in innovation and expanding our capabilities, enabling us to operate with a longer-term view and deliver even greater value to our customers and employees.”
“We are excited to complete this transaction and partner with Sealed Air as the company enters its next phase of growth and success,” said Rob Volpe, Partner at CD&R. “Sealed Air has built a strong foundation with deep customer and supplier relationships, differentiated capabilities, and a talented team, and we look forward to supporting them as they continue their momentum and accelerate growth.”
Sealed Air will remain headquartered in Charlotte, North Carolina, and will continue to operate under the Sealed Air name. CD&R is committed to supporting Sealed Air’s growth across its Food and Protective businesses, building on the Company’s legacy of delivering high-performance materials, automated packaging equipment and world-class service.
On November 17, 2025, Sealed Air announced that it had entered into a definitive agreement to be acquired by CD&R at an enterprise value of $10.3 billion. With the completion of the transaction, Sealed Air stockholders are entitled to receive $42.15 in cash for each share of Sealed Air common stock owned as of immediately prior to the effective time of the merger.
Sealed Air is now a privately held company and its shares have ceased trading on the New York Stock Exchange.
Advisors
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.
About Sealed Air
Sealed Air Corporation 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.
About CD&R
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 and follow the firm’s activities through LinkedIn and @CDRBuilds on X/Twitter.
Cautionary Note Concerning Forward-Looking Statements
This release contains certain forward-looking statements that reflect Sealed Air’s current views with respect to certain current and future events, including, without limitation, statements relating to Sealed Air’s future strategy, growth and performance. These forward-looking statements are, and will be, subject to many risks, uncertainties and factors relating to Sealed Air’s operations and business environment which may cause future events to be materially different from these forward-looking statements or anything implied therein. Any forward-looking statements in this release are based upon information available to Sealed Air on the date of this release. Sealed Air does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any statements expressed or implied therein will not be realized. Additional information on risk factors that could affect Sealed Air may be found in Sealed Air’s filings with the Securities and Exchange Commission.
Contacts
Sealed Air
Andi Cole
Head of Global Corporate Communications
andi.cole@sealedair.com
FGS Global
SealedAir-FGS@fgsglobal.com
CD&R
Jon Selib
JSelib@cdr.com