SEALED AIR CORP/DE: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement

Airline Sealed (the “Company”) and certain of its subsidiaries entered into a fourth amended and restated syndicated credit agreement dated
March 25, 2022under which its existing senior secured credit facility was amended and restated (the “Fourth Amended and Restated Credit Agreement”) with Bank of America, North America., as agent, and the other financial institutions parties. The changes include (i) the refinancing of the A term loan facilities and the revolving credit facilities with a new we dollar term loan facility with a total principal amount of approximately $475 milliona new sterling A term loan facility in an aggregate principal amount of approximately £27.2 million and revolving credit facilities of $1 billion (including rotating installations available in we dollars, euros, pounds sterling, Canadian dollars, Australian dollars, Japanese yen, New Zealand dollars and Mexican pesos), (ii) the conversion of the facility rate from a rate based on LIBOR to a rate based on SOFR, (iii) the improvement of pricing conditions which will go from 100 to 175 basis points ( bps) in the case of SOFR loans, subject to the performance of certain leverage tests, (iv) the extension of the final maturity of the A term credit lines and the revolving credit commitment at March 25, 2027(v) the release of all non-we
securities previously pledged by the subsidiaries of the Company and the release of all existing guarantees for non-we, non-borrowing subsidiaries of the Company, (vi) adjustment of certain covenants to provide flexibility to incur additional debt and take other actions and (vii) other amendments. The Fourth Amended and Restated Credit Agreement provides for customary events of default, including failure to pay principal or interest when due, breach of covenants, failure of any representation or warranty made by the company is false in all material respects, certain events of insolvency or receivership affecting the Company and its subsidiaries and a change of control of the Company. For certain events of default, the covenants of the lenders will automatically terminate and all outstanding obligations under the Fourth Amended and Restated Credit Agreement may be declared immediately due and payable. The above description of the Fourth Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Credit Agreement, which is filed as 10.1 herein and is incorporated by reference herein.

Item 2.03       Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
                Sheet Arrangement of a Registrant

The disclosure set forth in 1.01 above is incorporated herein by reference.


Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
Number                Description
                        Fourth Amended and Restated Syndicated Facility Agreement, dated as of
                      March 25, 2022, by and among Sealed Air Corporation and certain of its
                      subsidiaries party thereto, Bank of America, N.A., as agent, and the other
     10.1             financial institutions party thereto.
                      Cover Page Interactive Data File (formatted as Inline XBRL and embedded
      104             within document)



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