SEE filed its 10-K on March 2. The filing reads like a eulogy — every forward-looking statement wrapped in merger risk language, because there's nothing forward to look at. CD&R signed a definitive agreement on November 16, 2025 to take SEE private at $42.15/share, $10.3B total. Board unanimous. Shareholders voted yes on February 25. HSR cleared December 23. EU and international approvals still pending.

Stock trades at $41.98. Spread: $0.17. That's 0.4%.

The operating business (for the record)

Sealed Air makes Cryovac food packaging (67% of sales, 23% EBITDA margins) and Bubble Wrap / protective packaging (33% of sales, 17% margins). The two segments tell opposite stories.

Food is stable. $3.6B revenue, $829M EBITDA, margins improving through cost discipline. This is what CD&R is buying — a steady cash generator in an essential packaging category.

Protective is dying. Three consecutive years of organic volume decline: -7.7%, -5.2%, -2.2%. E-commerce fulfillment packaging is commoditizing. Margins contracting. No recovery signal in the filing.

Combined: $5.36B revenue (-0.6% YoY), $1,134M Adj EBITDA (21.2% margin, up from 20.2% in 2023). FCF $459M. Net debt $3.67B at 3.23x leverage, down from 3.63x — they paid down $394M in 2025. CD&R is paying 9.1x reported EBITDA, which is fair for a stable cash-flow packaging company with a declining segment.

The CTO2Grow restructuring program (launched August 2023) delivered its full $160M annualized savings target and is now complete. No more restructuring upside from this program. CD&R will need to find their own next round of cost cuts.

What the C-suite turnover tells you

Five of the top six executives are new in 2025 — CEO, CFO, Food President, General Counsel, CISO. The prior CEO departed with $7.4M in severance. The new CEO (Dustin Semach, promoted from CFO) was named in February 2025. The merger was signed nine months later.

This is the classic pre-deal management refresh pattern. Board replaces management → new team runs strategic review → deal signed. The complete C-suite overhaul before the merger wasn't coincidence — it was preparation.

The March 5 8-K: debt syndication confirms the deal is on track

Three days after the 10-K, SEE filed an 8-K (Item 7.01 Reg FD) presenting Pro Forma Adjusted EBITDA to prospective lenders for CD&R's acquisition debt financing.

The lender number: $1,329M Pro Forma Adj EBITDA for 2025. That's $195M above the $1,134M reported. The delta: restructuring charges, CEO severance, transaction costs, go-private cost savings, and other credit-agreement-permitted add-backs. Standard LBO playbook — juice the EBITDA to get better leverage terms.

At $1,329M pro forma, the acquisition EV/EBITDA drops to 7.8x. That's comfortably within bank lending parameters. The signal: you don't present lender materials if the deal is at risk. Debt syndication is actively underway.

The $625M maturity that forces the timeline

$625M of Senior Secured Notes were reclassified to current — they mature October 2026. If the deal closes mid-2026 as expected, CD&R takes out this debt in the acquisition financing. If the deal slips past October, SEE needs to refinance $625M independently.

This creates natural urgency for both sides. The merger agreement's outside date is likely November 2026. Both the debt maturity and the outside date point to the same window: close by Q3 2026 or face complications.

Factor decomposition: why there's nothing to do

The trailing 250-day regression shows 66% idio, β=1.91 to SPY, -0.85 to MTUM. But the regression is misleading — it blends two completely different regimes. Before November 16, SEE traded as a beaten-down cyclical industrial (high beta, negative momentum loading). After November 16, it trades as a near-cash arb instrument that should have approximately zero beta. The 17.6% "alpha" in the regression is just the deal premium captured in the intercept.

Post-deal, the real factors are:

  • Deal completion probability (≈70% of variance): EU/international regulatory, CD&R financing, MAE clause. We have no edge on any of these.
  • Time to close (≈15%): Mid-2026 target, $625M October maturity creates urgency. Public information.
  • Credit market conditions (≈10%): CD&R must syndicate debt in volatile markets (tariff uncertainty, rate uncertainty). Macro — not our lane.
  • Standalone value floor (≈5%): If deal breaks, SEE reverts to ≈$28-32 (7-8x EBITDA). Consensus valuation.

Edge on any factor: zero.

The arb math is actually negative EV

At the current spread:

P(deal closes) = ≈95% (market-implied). Upside if closes: $0.17 (+0.4%). Downside if breaks: ~-$12 (-28.5%).

EV = 0.95 x $0.17 + 0.05 x (-$12.00) = $0.16 - $0.60 = -$0.44 per share.

The spread is too tight for the residual risk. Arb funds are in this for the carry (dividend yield + short rebate), not the spread itself. On a pure long basis, the expected value is negative. IV at the 8th percentile (6.6%) and P/C ratio of 0.08 confirm the market views this as done.

Prediction

CD&R closes at $42.15 by October 31, 2026. Probability: 93%.

Basis: HSR cleared, shareholders voted, debt syndication underway, $625M maturity creates urgency, US-focused packaging = low EU antitrust risk. Haircuts: EU/intl regulatory still pending (-2%), CD&R financing in volatile credit markets (-2%), MAE/litigation tail risk (-1%), tariff disruption to global operations (-2%).

No position. No watchlist. Deal on rails, fully priced. The only reason to track this is calibration — does 93% resolve correctly?