Sealed Air to be Acquired by CD&R for $10.3 Billion

Sealed Air Corporation (“Sealed Air” or the “Company”) (NYSE: SEE), a leading global provider of food and protective packaging solutions, announced today that it has entered into a definitive agreement to be acquired by funds affiliated with CD&R, a leading private investment firm with deep experience in the industrial and packaging industries, in an all-cash transaction with an enterprise value of $10.3 billion.

Under the terms of the agreement, Sealed Air stockholders will receive $42.15 in cash per share. This represents a premium of 41% to Sealed Air’s unaffected stock price[1] as of August 14, 2025 and a premium of 24% to Sealed Air’s 90-day VWAP as of November 12, 2025.

“After careful review of strategic alternatives over the past year, the Board is confident that this transaction delivers significant value and is in the best interests of our stockholders and the Company,” said Henry R. Keizer, Chairman of the Board of Sealed Air. “Furthermore, this transaction represents a realization of immediate and certain value for Sealed Air stockholders at a substantial premium and enables the Company to execute its long-term strategic vision.”

“Today marks an inflection point in Sealed Air’s history and we look forward to embarking on this next phase of growth in partnership with CD&R,” said Dustin Semach, President and Chief Executive Officer of Sealed Air. “This transaction delivers significant and derisked value to Sealed Air stockholders while accelerating our ongoing transformation. CD&R’s partnership will enhance our ability to invest in growing our Food and Protective businesses while maintaining a customer-first approach. Through more rapid innovation, expanded capabilities and broader reach, we will create more value for our customers and more opportunities for our employees.”

“Sealed Air is an exceptional global business with a talented leadership team, leading franchises and attractive underlying fundamentals,” said Rob Volpe, Partner at CD&R. “The Company has a strong foundation in its industry leadership, committed employee base, deep customer and supplier relationships, differentiated product portfolio and demonstrated operating capability. We are committed to supporting Sealed Air’s continued investment in its people, assets, and product portfolio. We have great respect for Sealed Air’s senior leadership team, and look forward to partnering with them.”

Transaction Details

The transaction, which has been unanimously approved by Sealed Air’s Board of Directors, is expected to close in mid-2026, subject to the receipt of stockholder approval, regulatory clearances, and the satisfaction of other customary closing conditions.

Under the terms of the agreement, Sealed Air can actively solicit additional acquisition proposals from third parties during a “go-shop” period of 30 days from the signing of the agreement, with an additional 15 days to negotiate a definitive agreement with qualifying parties. There can be no assurance that this solicitation process will result in a superior proposal, and Sealed Air does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required.

Equity financing for the transaction has been committed by investment funds affiliated with CD&R and debt financing for the transaction has been committed by a group led by J.P. Morgan Securities LLC, BofA Securities, BNP Paribas Securities Corp, Goldman Sachs, UBS Investment Bank and Wells Fargo. Citi, Mizuho and RBC Capital Markets also provided committed financing to CD&R.

Upon completion of the transaction, Sealed Air’s headquarters will remain in Charlotte, North Carolina. Sealed Air will become a privately held company, and its common stock will no longer be traded on the New York Stock Exchange upon the closing of the transaction.

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.