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PHILADELPHIA, Feb. 11 /PRNewswire-FirstCall/ -- ³Ô¹Ï51±¬ÁÏÍø Cork & Seal Company, Inc. (NYSE: CCK) announced today that it has priced $2.1 billion of senior secured notes, which was upsized from an original announced deal size of $1.75 billion. The $2.1 billion consists of $1.085 billion of 9-1/2% second priority senior secured notes due 2011, euro 285 million of 10-1/4% second priority senior secured notes due 2011 and $725 million of 10-7/8% third priority senior secured notes due 2013. The notes will be issued at par by ³Ô¹Ï51±¬ÁÏÍø European Holdings SA, a subsidiary of the Company, and will be unconditionally guaranteed by the Company and certain of its subsidiaries.

The senior secured notes are part of the Company's previously announced comprehensive refinancing plan which is expected to include a $550 million first priority revolving credit facility and a $500 million first priority term loan B facility. The Company expects to close the offering and complete the refinancing plan on February 26, 2003. The offering and the refinancing plan are subject to a number of conditions including the completion of the $1.05 billion of bank financing. The Company no longer intends to issue convertible notes as part of the refinancing plan.

The proceeds from the offering and the refinancing plan will be used to refinance the Company's existing revolving credit facility which has a maturity date of December 8, 2003, and certain of the Company's senior notes as well as to pay fees and expenses associated with the refinancing. As previously announced, the Company has commenced concurrent tender offers for any and all of its outstanding 6.75% Notes due April 2003, 6.75% Notes due December 2003 and 8-3/8% Notes due January 2005. The Company also plans to commence a cash tender offer at par for any and all of the $70 million outstanding aggregate principal amount of the 7.54% Notes due May 2005 issued by the Company's subsidiary, Carnaud Metalbox Investments (USA), Inc. The tender offers are conditioned upon completion of the refinancing plan.

The senior secured notes are expected to be issued in a private placement and resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The senior secured notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release to differ include that the offerings, the tender offers and refinancing plan are subject to a number of conditions and the final terms may vary substantially as a result of market and other conditions. There can be no assurance that the offerings, the tender offers and the refinancing plan will be completed, or that they will be completed on the terms described herein. Other important factors are discussed under the caption "Forward-Looking Statements" in the Company's Form 10-K Annual Report for the year ended December 31, 2001 and in subsequent filings. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

³Ô¹Ï51±¬ÁÏÍø Cork & Seal is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.

SOURCE ³Ô¹Ï51±¬ÁÏÍø Cork & Seal Company, Inc.