Item 1.01   Entry into a Material Definitive Agreement.



Indenture

On September 29, 2021, Sealed Air Corporation ("Sealed Air" or the "Company"),
certain wholly owned domestic subsidiaries of Sealed Air (the "Guarantors"), and
U.S. Bank National Association, as trustee (the "Trustee"), collateral agent,
registrar and paying agent, entered into an Indenture dated as of September 29,
2021 (the "Indenture"), pursuant to which Sealed Air issued $600 million
aggregate principal amount of 1.573% senior secured notes due 2026 (the
"Notes"). The Notes will mature on October 15, 2026. Interest is payable on
April 15 and October 15 of each year, commencing April 15, 2022.

The Notes and related guarantees will be secured on a first-priority basis by
liens on substantially all of the Company's and the Guarantors' personal
property securing obligations the Company owes to lenders under the Company's
senior secured credit facilities on a pari passu basis, in each case excluding
Excluded Property (as defined in the Indenture) and subject to certain other
exceptions.

Prior to the date that is one month prior to the scheduled maturity date of the
Notes (the "Par Call Date"), Sealed Air may redeem the Notes, in whole or in
part, at any time, upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to the greater of (i) 100% of the principal amount of
such Notes or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on such Notes (assuming for this purpose that
interest accrued to the Par Call Date is scheduled to be paid on the Par Call
Date) from the redemption date to the Par Call Date discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined in the Indenture) plus 15 basis points,
plus in either (i) or (ii), any interest accrued but not paid to the date of
redemption (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date).

At any time on or after the Par Call Date, Sealed Air may redeem the Notes, in
whole or in part, at any time, upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to 100% of the principal amount thereof,
plus any interest accrued but not paid to, but not including, the date of
redemption (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date).

If Sealed Air experiences a Change of Control Repurchase Event (as defined in
the Indenture), holders of the Notes have the right to require Sealed Air to
repurchase their Notes at a purchase price equal to 101% of their principal
amount, plus accrued and unpaid interest, if any, to the date of repurchase
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date).

The Indenture limits the ability of Sealed Air and, in certain cases, its Restricted Subsidiaries (as defined in the Indenture) to, among other things, (i) create liens on certain assets to secure indebtedness; (ii) engage in certain sale and leaseback transactions; and (iii) merge or consolidate or transfer and sell substantially all of their assets.



The Indenture provides that events of default with respect to the Notes include:
(i) failure to make the payment of any interest on any Note when the same
becomes due, with such failure continuing for a period of 30 days; (ii) failure
to make the payment of any principal of, or premium, if any, on, any Note when
the same becomes due; (iii) failure to perform or comply with certain covenants
or agreements in the Notes, the Indenture or related documents (subject to
applicable time periods provided for compliance or cure); (iv) failure to pay
when due (subject to any applicable grace period) the principal of, or
acceleration of, any Indebtedness (as defined in the Indenture) for money
borrowed by Sealed Air or any Restricted Subsidiary having an aggregate
principal amount of at least $75.0 million and such default shall not have been
received or such Indebtedness shall not have been discharged within 10 days; (v)
certain events of bankruptcy, insolvency or reorganization affecting Sealed Air
or any Restricted Subsidiary that is a Significant Subsidiary (as defined in the
Indenture); and (vi) certain documents executed in connection with the
attachment or perfection of security interests in the personal property to
secure the Notes obligations cease to be in full force and effect or there are
certain defaults in the performance of terms or covenants pursuant to such
documents that are not cured within the grace period, if applicable.

If an event of default with respect to the Notes (other than an event of default
relating to certain bankruptcy or insolvency matters) shall have occurred and be
continuing, the Trustee or the registered holders of at least 25% in aggregate
principal amount of the then outstanding Notes may declare to be immediately due
and payable the principal amount of all of such outstanding Notes, plus accrued
but unpaid interest to the date of acceleration. In case an event of default
relating to certain bankruptcy or insolvency matters occurs, such amount with
respect to all of the Notes shall be due and payable immediately without any
declaration or other act on the part of the Trustee or the holders of the Notes.

The Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and the
description of the material terms of the Indenture is qualified in its entirety
by reference to such exhibit, which is incorporated herein by reference.


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Supplemental Indenture Relating to Existing 4.875% Senior Notes Due 2022 . . .

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 under Item 1.01 above is incorporated herein by reference.




Item 3.03   Material Modification to Rights of Security Holders.

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




Item 8.01   Other Events.



New Notes Offering

A copy of the press release, dated September 29, 2021, announcing the closing of
the offering of the Notes is attached as Exhibit 99.2 hereto and is incorporated
herein by reference.

Pricing of the Cash Tender Offer



A copy of the press release, dated September 29, 2021, announcing the pricing of
the cash tender offer for the 2022 Notes is attached as Exhibit 99.3 hereto and
is incorporated herein by reference.


Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.

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Exhibit Number            Description
                            Indenture, dated as of September 29, 2021, by

and among Sealed Air


                4.1       Corporation, Guarantors party thereto and U.S.

Bank National Association.


                4.2         Form of 1.573% senior secured note due 2026

(included in Exhibit 4.1).


                            First Supplemental Indenture, dated as of

September 28, 2021, by and among

Sealed Air Corporation, Guarantors party thereto

and Truist Bank (formerly


                4.3       Branch Banking and Trust Company).
                            Press release, dated September 29, 2021,

announcing the results of the early


               99.1       tender for the 2022 Notes.
                            Press release, dated September 29, 2021,

announcing the closing of the 2026


               99.2       Notes offering.
                            Press release, dated September 29, 2021,

announcing the pricing of the cash


               99.3       tender for the 2022 Notes.
                          Cover Page Interactive Data File (formatted as

Inline XBRL and embedded within


                104       document)

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