A syndicate of major banks is arranging a $7.15 billion debt facility to finance the leveraged buyout of Sealed Air, the Charlotte-based packaging manufacturer with $5.5 billion in trailing revenue. The debt package is in active syndication, meaning credit committees have signed and the roadshow is underway. No acquirer has been named, which usually means private equity rather than strategic.
Sealed Air trades at roughly $6.8 billion enterprise value, so the debt load implies leverage near 5.3x EBITDA if the company's margin profile holds at 21 percent. That is high but not terminal for a packaging asset with recurring consumable revenue and minimal technology risk. The facility is split between term loans and a revolver, standard architecture for a take-private at this scale. Pricing has not leaked, but similar deals in the last six months have cleared at SOFR plus 425 to 475 basis points for the term debt.
This matters because large LBOs have been scarce since rates moved above 5 percent. The credit window for deals above $5 billion has been functionally closed since mid-2022, with only a handful of transactions clearing that threshold. Sealed Air's facility suggests banks see enough demand from CLO managers and direct lenders to move paper without a major discount. That is a signal, not a trend. The packaging sector has defensive characteristics—Sealed Air's Cryovac and Bubble Wrap brands have pricing power and low customer churn—but it is also exposed to freight costs and polymer input volatility, neither of which are improving.
The unnamed acquirer likely sits in the $30 billion to $60 billion AUM range, given the equity check required. If debt is $7.15 billion and enterprise value is $6.8 billion, the math implies either a premium to market or additional refinancing of existing debt. Sealed Air carries roughly $3.2 billion in net debt today, so the new facility is covering both the buyout and a balance sheet reset. That doubles the interest expense and narrows the EBITDA-to-interest coverage ratio to under 2x, which is workable only if EBITDA grows or rates fall. Neither is guaranteed.
Allocators should watch three things: whether the syndication completes without a flex, whether any of the debt gets placed into the broadly syndicated loan market or stays with relationship banks, and whether comparable packaging or industrial assets see inbound interest in the next 60 to 90 days. If this deal closes cleanly, it opens the door for other large-cap LBOs that have been shelved. If it stumbles, the window closes again.
Sealed Air's board has not yet commented, and the acquirer remains unnamed. That silence is itself a data point. The deal is being shopped, not announced.