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2: EX-99.1 Miscellaneous Exhibit HTML 20K
6: R1 Cover Document HTML 45K
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Registrant’s telephone number, including area code: i980-i221-3235
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, par value $0.10 per share
iSEE
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01
Completion
of Acquisition or Disposition of Assets.
On February 1, 2023, Sealed Air Corporation., a Delaware corporation (the “Company”), completed its previously announced acquisition of LB Holdco, Inc.(“Liqui-Box”), the parent company of Liqui-Box, Inc., pursuant to that certain Purchase Agreement, dated as of October 31, 2022 (the “Purchase Agreement”), by and among LB Super Holdco LLC, an affiliate of Olympus Partners (“Seller”), Liqui-Box, Cryovac International Holdings, Inc., a wholly-owned subsidiary of the Company (“Buyer”), solely for the purposes of certain provisions therein, LB Jersey Holdco Limited, and, solely for the purposes of guaranteeing certain obligations of Buyer, the
Company.
The Purchase Agreement provides that, subject to the terms and conditions set forth therein, Buyer acquired from the Seller all of the issued and outstanding shares of capital stock of Liqui-Box for an aggregate cash purchase price of approximately $1.15 billion after giving effect to customary adjustments for specified Seller transaction expenses, working capital, cash, certain tax specific attributes and indebtedness of Liqui-Box at closing (the “Purchase Price”). The Purchase Price remains subject to further adjustment pursuant to a customary post-closing reconciliation process. Prior to the closing, Liqui-Box effected a reorganization pursuant to which it separated its DW Reusables, Corplex and Engineered Foam Products product lines from Liqui-Box.
The foregoing descriptions of the Purchase Agreement and the transaction do not purport to be complete and
are qualified in their entirety by reference to the Purchase Agreement, a copy of which was filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on November 1, 2022 and which is incorporated herein by reference.
The information set forth in or incorporated by reference into this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.
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.
