Crown Holdings, Inc 8-K, filed Sep 3, 2021
Crown Holdings, Inc. (CCK)
About this 8-K
Crown Holdings, Inc filed this 8-K on September 3, 2021, reporting on events of August 31, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 31, 2021, Crown Holdings, Inc. (the “Company”) completed its previously announced sale of its European Tinplate business (the “Business”) to affiliates of KPS Capital Partners LP pursuant to that certain Share and Asset Purchase Agreement, dated April 8, 2021, among the Company, Kouti B.V., Crown Cork & Seal Deutschland Holdings GmbH, Titan NewCo Germany GmbH (f/k/a Blitz F21-387 GmbH), and Kouti MidCo UK Limited (f/k/a Macsco 20.10 Limited) (such agreement, as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement,” and the transactions contemplated thereby, including such sale, the “Transactions”) for approximately €1.9 billion in cash (subject to certain adjustments as set forth in the Purchase Agreement). The Company also retained a 20% minority interest in the Business.
The foregoing description of the Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on April 13, 2021 and which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 31, 2021, the Company issued a press release announcing the completion of the Transactions. A copy of the Company’s press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following is furnished as an exhibit to this report.
| Exhibit 2.1 | Share and Asset Purchase Agreement, dated as of April 8, 2021, by and among the Company, Crown Cork & Seal Deutschland Holdings GmbH, Blitz F21-387 GmbH, Kouti B.V. and Macsco 20.10 Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 13, 2021 (File No. 000-50189)). | |
| Exhibit 99.1 | Press release, dated August 31, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 3, 2021
| CROWN HOLDINGS, INC. | ||
| By: | /s/ David A. Beaver | |
| Name: | David A. Beaver | |
| Title: | Vice President and Corporate Controller | |
Exhibit 99.1
Crown Holdings Completes Sale of Its
European Tinplate Business
NEWS PROVIDED BY
Crown Holdings, Inc. g
Aug 31, 2021, 08:00 ET
YARDLEY, Pa., Aug. 31, 2021 /PRNewswire/ — Crown Holdings, Inc. (NYSE: CCK) (Crown), announced today that it has completed the previously announced sale of its European Tinplate business to KPS Capital Partners, LP. As previously disclosed, Crown will retain a 20% ownership stake in the business.
The European Tinplate business comprises 44 manufacturing facilities in 17 countries in Europe, the Middle East and Africa which produce food cans and ends, aerosol cans, metal closures and promotional packaging for various consumer brands. In 2020, the business generated €1.9 billion in revenue and approximately €220 million in estimated standalone EBITDA and had approximately 6,300 employees.
About Crown Holdings, Inc.
Crown Holdings, Inc., through its subsidiaries, is a leading global supplier of rigid packaging products to consumer marketing companies, as well as transit and protective packaging products, equipment and services to a broad range of end markets. World headquarters are located in Yardley, Pennsylvania. For more information, visit www.crowncork.com.
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, including the future value, if any, to Crown shareholders of the 20% retained ownership interest in the business. Important factors that could cause the statements made in
this press release or the actual results of operations or financial condition of Crown to differ are discussed under the caption “Forward Looking Statements” in Crown’s Form 10-K Annual Report for the year ended December 31, 2020 and in subsequent filings made prior to or after the date hereof. Crown does not intend to review or revise any particular forward-looking statement in light of future events.
For more information, contact:
Thomas A. Kelly, Senior Vice President and Chief Financial Officer, (215) 698-5341
Thomas T. Fischer, Vice President, Investor Relations and Corporate Affairs, (215) 552-3720
SOURCE Crown Holdings, Inc.
Related Links
http://www.crowncork.com