Sealed Air to be Acquired by CD&R Affiliate for $42.15 Per Share in All-Cash Transaction

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Sealed Air Corporation has entered into a definitive agreement to be acquired by Sword Purchaser, LLC, an affiliate of private equity firm Clayton, Dubilier & Rice, LLC (CD&R), for $42.15 per share in cash. This all-cash transaction, valued at approximately $6.3 billion, represents a significant premium to the company's stock price prior to activist investor activity and market rumors. The Board of Directors unanimously recommended the merger after a comprehensive strategic review and a "go-shop" period that did not yield a superior proposal. The acquisition will take Sealed Air private, providing immediate and certain value to shareholders. The deal is fully financed through a combination of $3.25 billion in equity from CD&R and $9.4 billion in committed debt financing.

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• Definitive Merger Agreement

  Sealed Air Corporation has agreed to be acquired by Sword Purchaser, LLC, an affiliate of Clayton, Dubilier & Rice, LLC, for $42.15 per share in an all-cash transaction.

• Significant Premium Offered

  The $42.15 per share cash consideration represents a 41% premium over the unaffected share price on August 14, 2025, and a 24% premium over the 90-day volume-weighted average price on November 12, 2025.

• Board Unanimously Recommends

  Sealed Air's Board of Directors unanimously determined the merger to be advisable and in the best interests of shareholders, recommending a "FOR" vote.

• Committed Financing Secured

  The acquisition is fully supported by $3.25 billion in equity financing from CD&R and $9.4 billion in committed debt financing, with Parent's obligation not subject to financing.

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Sealed Air Corporation has entered into a definitive agreement to be acquired by Sword Purchaser, LLC, an affiliate of private equity firm Clayton, Dubilier & Rice, LLC (CD&R), for $42.15 per share in cash. This all-cash transaction, valued at approximately $6.3 billion, represents a significant premium to the company's stock price prior to activist investor activity and market rumors. The Board of Directors unanimously recommended the merger after a comprehensive strategic review and a "go-shop" period that did not yield a superior proposal. The acquisition will take Sealed Air private, providing immediate and certain value to shareholders. The deal is fully financed through a combination of $3.25 billion in equity from CD&R and $9.4 billion in committed debt financing.