Sealed Air Corporation announced that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 4.500% Senior Notes due 2023 (the “Notes”). A comprehensive description of the terms of the Tender Offer is included in Sealed Air's Offer to Purchase, dated January 17, 2023 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”). The Tender Offer will expire at 5:00 p.m., New York City time, on January 27, 2023, unless extended or earlier terminated by Sealed Air (the “Expiration Date”).

No tenders submitted after the Expiration Date will be valid. Tenders of Notes may be withdrawn any time at or prior to 5:00 p.m., New York City time, on January 27, 2023, by following the procedures described in the Offer to Purchase. The consideration (the “Total Consideration”) offered for each €1,000 principal amount of the Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above plus the yield to maturity based on the bid-side price of the Reference Security specified in the table above, as quoted on the Bloomberg Bond Trader FIT GE0-1 page as of 2:00 p.m., New York City time, on January 27, 2023, unless extended or earlier terminated by Sealed Air.

In addition to the Total Consideration, Sealed Air will also pay accrued and unpaid interest on Notes purchased up to, but not including, the settlement date (as defined below). The settlement date for Notes validly tendered and not validly withdrawn and accepted for purchase and delivered at or prior to the Expiration Date or delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is expected to be February 1, 2023, three business days after the Expiration Date (the "Settlement Date"). Holders must validly tender (and not validly withdraw) their Notes at or prior to the Expiration Date, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Date, and tender their Notes at or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase), in accordance with the instructions set forth in the Offer to Purchase, in order to be eligible to receive the Total Consideration.

In addition, holders whose Notes are accepted for purchase in the Tender Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date. Sealed Air's obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, Sealed Air and Sealed Air Corporation (US) completing the offering and sale of new debt securities (the “New Notes Offering”) on terms acceptable to Sealed Air. The Tender Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering.

Sealed Air reserves the right, subject to applicable law, in its sole discretion, to: (i) waive any and all conditions to the Tender Offer at any time and from time to time; (ii) extend or terminate the Tender Offer; or (iii) otherwise amend the Tender Offer in any respect. Sealed Air is not soliciting consents from holders of securities in connection with the Tender Offer.