Banks syndicate US$4.7B in loans to fuel CD&R’s US$10.3B Sealed Air acquisition

USA – JPMorgan Chase and BNP Paribas have launched the syndication of nearly US$4.7 billion in leveraged loans to help fund Clayton Dubilier & Rice’s planned acquisition of packaging giant Sealed Air, with regulatory approvals now secured and closing expected in April 2026.

JPMorgan is leading the US$4.1 billion dollar-denominated portion while BNP Paribas oversees a US$600 million-euro tranche, with 20 additional banks participating in the financing arrangement.

Pricing for the loans is set at 3.5-3.75 percentage points over benchmarks for the dollar facility and 3.75-4 points for the euro portion, with an original issue discount of 98.5 and six-month soft-call protection at 101.

A US$7.15 Billion Financing Package

The loan package forms part of a broader US$7.15 billion financing plan supporting CD&R’s US$10.3 billion acquisition of the Bubble Wrap creator.

The full capital structure includes US$1.35 billion in senior secured notes, US$600 million equivalent in euro-denominated secured notes, and US$500 million in unsecured notes.

Lenders were invited to a call on March 23, with commitments due by March 31.

The financing features two step-downs of 25 basis points each if first-lien net leverage ratios fall to 4.90× and 4.40×, plus an additional 25 basis point reduction tied to an IPO event.

Regulatory Green Light and Timeline

Sealed Air announced on March 23 that it has received all regulatory approvals required to complete the pending acquisition.

Dustin Semach, President and CEO of Sealed Air, noted that the receipt of all regulatory approvals brings the company another step closer to completing the transaction and embarking on the next phase of innovation and growth.

The transaction is now expected to close in April 2026, with Sealed Air becoming a privately held company delisted from the New York Stock Exchange.

Sealed Air’s Financial Performance

The Charlotte-based packaging company, known globally for its CRYOVAC® food packaging, BUBBLE WRAP® protective packaging, and AUTOBAG® automated systems, reported solid 2025 results.

Full-year net sales totaled US$5.36 billion, down less than 1 percent from 2024.

Net income surged to US$441 million from US$270 million in the prior year, while fourth-quarter net income reached US$44 million, a dramatic swing from a net loss of under US$1 million during the same period a year earlier.

Adjusted EBITDA for the full year rose to US$1.1 billion, reflecting improved operational efficiency.

The company generated US$505.5 million in net earnings for 2025 and reduced net debt to US$3.9 billion, down from US$4.4 billion at year-end 2024.

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