Sealed Air (SEE) Proxy Filing summary

Executive summary

• A special meeting will be held virtually for shareholders to vote on a proposed merger in which shareholders will receive $42.15 per share in cash, subject to approval and closing conditions.

• The merger is with Sword Purchaser, LLC, backed by Clayton, Dubilier & Rice, LLC, and will result in the company becoming a wholly owned subsidiary and delisting from the NYSE.

• The board unanimously recommends voting in favor of the merger, the advisory compensation proposal, and the potential adjournment of the meeting if more votes are needed.

• The merger is valued at approximately $10.6 billion, with $3.25 billion in equity and $9.4 billion in debt financing committed.

• If the merger is not completed, the company will remain public, and under certain conditions, may owe a termination fee up to $205 million.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) approval of executive compensation related to the merger (advisory), and (3) adjournment of the meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; the compensation proposal and adjournment require a majority of shares present or represented by proxy.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including outreach to 29 third parties during a go-shop period.

• The board considered the all-cash premium, certainty of value, and the risks of remaining public or pursuing other alternatives.

• The board retained Evercore as financial advisor and received a fairness opinion supporting the merger consideration.