Clayton, Dubilier & Rice, LLC entered into an Agreement and Plan of Merger to acquire Sealed Air Corporation (NYSE:SEE) from group of shareholders for $6.3 billion on November 16, 2025. A cash consideration valued at $42.15 per share will be paid by Clayton, Dubilier & Rice, LLC. If the Merger is consummated, the Common Stock of Sealed Air Corporation will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, and will become a privately held company. CDR has secured committed equity financing on the terms and subject to the conditions set forth in an equity commitment letter provided by an investment fund managed by CD&R. In addition, CDR has secured debt financing commitments totaling $7.9 billion to partially fund the transactions outlined in the Merger Agreement. The financing includes, $3.535 billion and approximately $770 million (?650 million) term loan facilities and $1.4 billion revolving credit facility. Senior secured notes worth $1.85 billion and approximately $620 million (?525 million), and senior unsecured notes worth $500 million were offered. The Merger Agreement contains a ?go-shop? provision that authorizes Sealed Air Corporation to solicit Acquisition Proposals. In case of termination, buy side termination fee is set to be approximately $430 million, and sell side termination fee is set to be approximately $210 million.

In 2025, Sealed Air generated $5.4 billion in net sales. Upon completion of the transaction, Sealed Air?s headquarters will remain in Charlotte, North Carolina.

The transaction is subject to the receipt of Sealed Air Corporation stockholder approval, regulatory clearances, and the satisfaction of other customary closing conditions including the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The deal has been unanimously approved by the board of Sealed Air. The European Commission has granted its formal approval for the acquisition of Sealed Air by Clayton, Dubilier & Rice. The transaction is expected to close in mid-2026. On December 16, 2025, the "go-shop" period expired. As of February 25, 2025, Sealed Air stockholders approved the transaction. Closing of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals. As of March 23, 2026, Sealed Air has received all regulatory approvals required to complete the company?s pending acquisition. The transaction is expected to close in April 2026, subject to the satisfaction of remaining customary closing conditions.

Evercore Group L.L.C. acted as financial advisor, fairness opinion provider for Sealed Air Corporation, will receive a fee of $4 million for opinion rendered and $46 million for advisory services. Richard J. Campbell, Kyle P. Elder, Brett R. Nelson, David M. Klein, Kamilya Jumagulova, Michael Saretsky, Rohit A. Nafday, Karsten Busby, Mike Carew, Nicholas Warther, Aaron H. Lorber and Bernadette Coppola of Kirkland & Ellis LLP acted as legal advisors for Clayton, Dubilier & Rice, LLC. Peter Harwich, Leah Sauter, Robert Blamires, David Langer, Bradd Williamson, Alisa Hand, Sandhya Chandrasekhar, Shaun Thompson, Sandra Benjamin, Tobias Leder, Naiara Rodriguez-Escudero, Matthias Rubner, Kendall Burnett, Farrell Malone, Jana Dammann de Chapto, Wesley Lepla, Irina Yevmenenko, Jason Licht, Stephanie Teicher, Jim Fogarty, Jessica Cohen, Eric Kamerman, Erin Brown Jones, Achraf Farraj, Elizabeth Richards, Chad Jennings and Betty Huber of Latham & Watkins LLP acted as legal advisor for Sealed Air Corporation. BofA Securities, Inc. acted as financial advisor for Clayton, Dubilier & Rice, LLC. BNP Paribas Securities Corp. acted as financial advisor for Clayton, Dubilier & Rice, LLC. Citigroup Inc. (NYSE:C) acted as financial advisor for Clayton, Dubilier & Rice, LLC. The Goldman Sachs Group, Inc. acted as financial advisor for Clayton, Dubilier & Rice, LLC. J.P. Morgan Securities LLC acted as financial advisor for Clayton, Dubilier & Rice, LLC. Lazard, Inc. acted as financial advisor for Clayton, Dubilier & Rice, LLC. Mizuho Securities USA LLC acted as financial advisor for Clayton, Dubilier & Rice, LLC. RBC Capital Markets, LLC acted as financial advisor for Clayton, Dubilier & Rice, LLC. UBS Investment Bank acted as financial advisor for Clayton, Dubilier & Rice, LLC. Wells Fargo Securities, LLC acted as financial advisor for Clayton, Dubilier & Rice, LLC. Brett Novick, Steven Slutzky, Timothy McIver, Scott Selinger, Gregg Young, Noah Schaffir, Hannah Wolfe, Anne-Mette Heemsoth, Michael Bolotin, Erin Cleary, Jonathan Adler, Jason Auerbach, Jihyun Yoo, Henry Lebowitz and Emilie Hsu of Debevoise & Plimpton LLP acted as legal advisors for Clayton, Dubilier & Rice, LLC. Kyle Seifried of Paul, Weiss, Rifkind, Wharton & Garrison LLP advised Evercore Group L.L.C. in the transaction. Broadridge Corporate Issuer Solutions, LLC acted as transfer agent to Sealed Air Corporation. Innisfree M&A Incorporated acted as proxy solicitor to Sealed Air Corporation and will receive a fee of $0.09 million.

Clayton, Dubilier & Rice, LLC completed the acquisition of Sealed Air Corporation (NYSE:SEE) from group of shareholders on April 9, 2026. On completion, Sealed Air will remain headquartered in Charlotte, North Carolina, and will continue to operate under the Sealed Air name and its shares have ceased trading on the New York Stock Exchange.