Commentary & Deal Flow

IPTs: 7NC3 EUR SSNS: 7.25-7.50% 7NC3 USD SSNS: 8.25-8.50% 8NC3 USD SUNS: 10.25-10.50%

• Issuer: Sword Purchaser, LLC
• Expected Issue Ratings:
• • Senior Secured Notes: B1/B+ (RR:3) (Moody's/S&P)
  • Senior Unsecured Notes: B3/B (Moody's/S&P)
• Format: 144A/Reg S
• Size:
• • 7NC3 EUR Snr Sec: EUR-equivalent of US$600,000,000
  • 7NC3 USD Snr Sec: US$1,350,000,000
  • 8NC3 USD Sr Unsec: US$500,000,000
• Lead Bookrunners: GS (EUR Snr Sec, B&D), UBS (USD Snr Sec, B&D), BofA (Sr Unsec, B&D)
• Additional Bookrunners: BNP, CITI, CACIB, JEFF, SMBC, CIBC, USB, JPM, MIZ, DB, NTX, TD, CITZ, WFS, RBC, HSBC, RABO, TST, SANT
• Use of Proceeds: Net proceeds of CD&R’s equity investment, the offering of the Notes and the borrowings under the Senior Secured Credit Facilities will be used to (i) fund a portion of the cash consideration payable in connection with the transactions; (ii) refinance a portion of existing indebtedness, (iii) pay a portion of transaction-related fees, expenses and other payments
• Business Description: Sealed Air is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services
• Optional Redemption:
• • During the non-call period, redeemable at par plus applicable make‑whole premium, plus accrued and unpaid interest
  • Following the non-call period, 1st call at par + 50% of coupon, 2nd call at par + 25% of coupon, and thereafter callable at par
  • Up to 10% of the Senior Secured Notes per annum during the non-call period at 103%, plus accrued and unpaid interest
• Change of Control: Investor put at 101% of their principal amount, plus accrued and unpaid interest
• Equity Clawback: Up to 40% of the Notes during the non-call period using the proceeds of certain equity offerings at [%] of the principal amount plus accrued and unpaid interest
• Denominations: US$2,000 x US$1,000; €100,000 x €1,000
• Timing: Pricing week of 30-Mar