SEALED AIR CORP/DE 8-K

What Happened
Sealed Air Corporation (SEE) announced that it entered into a merger agreement (Nov 16, 2025) under which a Clayton, Dubilier & Rice-affiliated buyer (Sword Purchaser, LLC) will acquire Sealed Air for $42.15 per share, with Merger Sub to merge into Sealed Air. The company filed a definitive Proxy Statement (dated Jan 23, 2026; mailed Jan 26, 2026) and today supplemented that proxy after receiving three shareholder lawsuits (Dixon v. Sealed Air, N.Y. Sup. Ct. Jan. 28, 2026; McDaniels v. Sealed Air, N.Y. Sup. Ct. Jan. 29, 2026; Garfield v. Ahmad, N.Y. Sup. Ct. Feb. 4, 2026) and demand letters alleging the proxy was incomplete or misleading. Sealed Air denies any liability but voluntarily added supplemental disclosures to avoid potential delay, cost and uncertainty from litigation.

Key Details

• Merger agreement signed: November 16, 2025; Proxy filed: January 23, 2026 (mailed Jan 26).
• Merger consideration: $42.15 per share of Sealed Air common stock.
• Evercore valuation updates included in the supplement:
  • DCF terminal growth 2.25%–3.00%; terminal-year unlevered after‑tax FCF of $627M; discount rates 8.0%–9.0%. DCF implied equity range: $32.87–$51.19/share.
  • Selected public comps implied equity range: $33.97–$41.52/share.
  • Selected transactions implied equity range: $33.82–$41.34/share.
• Company-provided inputs: estimated net debt ≈ $3,793M (Dec 31, 2025); after-tax pension/OPEB ≈ $63M (Dec 31, 2024); fully diluted shares ≈ 149.7M (Oct 31, 2025).
• Analyst price targets (as of Nov 12, 2025): median $42.50; average $43.75; range $38.00–$52.00.
• Separation scenario assumptions: Protective packaging sale assumed at 8.5x LTM EBITDA, $614M expected value leakage, discount to Nov 12, 2025 at 12% cost of equity.

Why It Matters

• Legal risk and timing: The shareholder lawsuits and demand letters claim the proxy lacked required disclosures. Sealed Air denies wrongdoing but supplemented the proxy to limit the chance that litigation delays or jeopardizes the merger—such litigation can affect the closing timeline and the company’s stock price.
• Valuation context: The $42.15 per-share deal sits near the median analyst target ($42.50) and within Evercore’s revised valuation ranges, though some Evercore scenarios produce implied values both below and above the deal price. Investors should note the company’s large net debt (~$3.8B) when assessing enterprise value and deal fairness.
• Next steps for investors: The transaction requires stockholder and regulatory approvals. Stockholders should read the supplemental Proxy Statement and related SEC filings carefully before voting; free copies will be available at sec.gov and sealedair.com.