Sealed Air announces expiration of go-shop period in CD&R merger agreement

Sealed Air (SEE) announced the expiration of the 30-day “go-shop” period set forth in the previously announced definitive agreement with funds affiliated with CD&R. Under the terms of the merger agreement, funds affiliated with CD&R have agreed to acquire all the outstanding shares of the company’s common stock for $42.15 per share in an all-cash transaction with an enterprise value of $10.3B. The “go-shop” period expired at 11:59 p.m. Eastern Time on December 16. During the “go-shop” period, and at the direction of the company’s board of directors, representatives of Evercore, the company’s financial advisor, actively solicited alternative acquisition proposals from 29 parties, including seven strategic parties and 22 private equity firms. Six of these parties entered into confidentiality agreements and received access to non-public information about Sealed Air. As of the expiration of the “go-shop” period, no party constituted an “Excluded Party”. Upon expiration of the “go-shop” period, Sealed Air became subject to the customary “no-shop” provisions that limit the company’s ability to negotiate acquisition proposals with, or provide non-public information to, third parties, subject to exceptions specified in the Merger Agreement including customary “fiduciary out” provisions. The transaction is expected to close in mid-2026, subject to the receipt of stockholder approval, regulatory clearances, and the satisfaction of other customary closing conditions. Upon closing of the transaction, Sealed Air will become a privately held company, and its common stock will no longer be traded on the New York Stock Exchange. The company will continue to be headquartered in Charlotte, North Carolina.