Sealed Air completes $10.3B acquisition by CD&R; shareholders get $42.15/share

the bylaws of the Company in effect immediately prior to the Effective Time were amended and restated in their entirety to be in the form of the bylaws of Merger Sub immediately prior to the Effective Time

the certificate of incorporation of the Company was amended and restated in its entirety as set forth in Exhibit A to the Merger Agreement

Concurrently with the occurrence of the Effective Time, the Company redeemed or satisfied and discharged in full its (i) 1.573% Senior Notes due 2026, (ii) 4.000% Senior Notes due 2027, (iii) 6.125% Senior Notes due 2028, (iv) 5.000% Senior Notes due 2029, (v) 7.250% Senior Notes due 2031 and (vi) 6.500% Senior Notes due 2032.

At the Effective Time, the Company repaid, or caused to be repaid, all credit commitments outstanding under that certain Fifth Amended and Restated Syndicated Facility Agreement, dated as of October 31, 2025, by and among the Company, as Borrower Representative, the other Borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as agent.

Concurrently with the occurrence of the Effective Time, the Company repaid all indebtedness related to each of the following receivables securitization agreements: (i) the Amended and Restated Receivables Loan Agreement, dated as of December 2, 2021, among Sealed Air Securitization DAC, as borrower, Sealed Air Limited, as servicer, and Coöperatieve Rabobank U.A. trading as Rabobank London, as administrative agent and funding agent and the Company, as performance undertaking provider; and (ii) the Ninth Amended and Restated Receivables Purchase Agreement, dated as of December 12, 2025, by and among Sealed Air Funding LLC, as seller, Sealed Air Corporation (US), as collection agent, and Credit Agricole Corporate and Investment Bank, as administrative agent and Coöperatieve Rabobank U.A., as a committed purchaser and a managing agent.