Bain Capital Private Equity, LP entered into an asset purchase agreement to acquire the Diversey Care division and the food hygiene and cleaning business from Sealed Air Corporation (NYSE:SEE) for $3.2 billion on March 25, 2017. Credit Suisse and Goldman Sachs together with Barclays, BofA Merrill Lynch, HSBC, RBC Capital Markets, and SunTrust Robinson Humphrey are providing committed financing for the purchase. Bain Capital Private Equity may be required to pay a fee of $208 million if the agreement is terminated under certain circumstances by Sealed Air Corporation. As of 31 December, 2016, Diversey Care Division and the Food Hygiene and Cleaning Business had a revenue of $2.6 billion and EBITDA of $305 million. Closing of the transaction is subject to certain regulatory approvals and customary closing conditions, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of required clearances from certain other foreign governmental antitrust authorities, and the completion of an internal reorganization of Sealed Air Corporation to separate the Diversify Business. As of April 25, 2017 FTC granted the early termination notice to the transaction. As of may 23, 2017 European Commission approved the deal. The closing of the transaction will not occur prior to September 5, 2017. Transaction is expected to complete in second half of 2017. Sealed Air expects to use the proceeds to repay debt and maintain its net leverage ratio in the range of 3.5 to 4x, repurchase shares to minimize earnings dilution, and fund core growth initiatives, including potential complementary acquisitions to its Food Care and Product Care divisions. John A. Marzulli, Jr and Alan Sun of Shearman & Sterling represented Nathan Eldridge, Paul Smith, Daniel Weisenberg and Lorenzo Calinawan of Citigroup Inc. (NYSE:C) acted as the financial advisors and Robert Pincus, Diana Lopo, Allison Land, Gavin White, Bruce Goldner, Kenneth Schwartz, Regina Olshan, David Schwartz, Steven Messina, David Turetsky, Andrew Carriker, Vincent Cannizaro III, Joseph Soltis and Audrey Murga of Skadden, Arps, Slate, Meagher & Flom, LLP acted as the legal advisor to Sealed Air Corporation. RBC Capital Markets LLC and Barclays plc (LSE:BARC) acted as financial advisors and Neal Reenan, Ian Bushner, Chris Torrente and Adele Maloney Thomas of Kirkland & Ellis LLP acted as legal advisor to Bain Capital Private Equity. Dawn Law of WongPartnership LLP acted as legal advisor to Bain Capital Private Equity, LP. Ashwath Rau, Anu Tiwari, Nisha Kaur Uberoi, Aditya Singh Chandel, Nandan Pendsey, Nirmal Mahtani and Priyoma Majumder of AZB & Partners acted as legal advisors for Bain Capital Private Equity, LP. Camilia Benani and Christophe Bachelet of of DLA Piper acted as legal advisor to Sealed Air Corporation. Advokatfirman Vinge KB acted as legal advisor for Bain Capital Private Equity, LP. Denton US LLP acted as legal advisor to Bain Capital Private Equity,LP. Kirkland & Ellis LP acted as legal advisor to Bain Capital Private Equity, LP. Galip M. Selçuk, Yasemin Hotan Tanyol and Onur Yorgun of Balcioglu Selçuk Akman Keki acted as legal advisor to Bain Capital Private Equity, LP. Daniel Hasler, Ueli Huber, Camille Auberson, Joy Malka, Karin Mattle and Marc Hanslin and Carlo Sulser of Homburger AG acted as legal advisors to Bain Capital Private Equity, LP. Luis Guillermo Gonzalez Frankenberger, Eric Padilla Peña, Cecilia Pardes Garza Lagüera, Juan Pablo Vargas and Marcelo Garza Gómez of Hogan Lovells acted as legal advisors to Sealed Air Corporation. Juan Carlos Machuca; Blanca Arlabán; Miguel Rodrigues; Enrique de Pablos and Marta López of Uria Menendez abogados, S.L.P acted as legal advisor for Bain Capital Private Equity. Bain Capital Private Equity, LP completed the acquisition of Diversey Care Division and the Food Hygiene and Cleaning Business from Sealed Air Corporation (NYSE:SEE) on September 6, 2017.