Silgan Holdings Inc 8-K, filed Jan 27, 2020
Silgan Holdings Inc (SLGN)
About this 8-K
Silgan Holdings Inc filed this 8-K on January 27, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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Section 8 — Other Events
| Item 8.01 | Other Events. |
On January 27, 2020, Silgan Holdings Inc. (the “Company”) announced that the Company has signed a binding offer (the “Binding Offer”) to acquire Albea’s dispensing business (the “Proposed Acquisition”). A copy of the press release is attached hereto as Exhibit 99.1. The Company will be providing supplemental information regarding the Proposed Acquisition in connection with a presentation to investors (the “Investor Presentation”). The slides to be used in connection with the Investor Presentation are attached hereto as Exhibit 99.2.
The information required by Item 1.01, including a copy of the Binding Offer, will be filed in a separate Current Report on Form 8-K.
Section 9 — Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |||
| 99.1 |
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| 99.2 |
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Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SILGAN HOLDINGS INC. | ||
| By: |
/s/ Frank W. Hogan, III | |
| Frank W. Hogan, III | ||
| Senior Vice President, General Counsel and Secretary | ||
Date: January 27, 2020
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Exhibit 99.1
News
For Immediate Release
| 4 Landmark Square | ||||
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| Stamford, CT 06901 | ||||
| Telephone: | (203) 975-7110 | |||
| Fax: | (203) 975-7902 | |||
| Contact: | ||
| Robert B. Lewis | ||
| (203) 406-3160 |
SILGAN ANNOUNCES BINDING OFFER TO
ACQUIRE ALBEA’S DISPENSING BUSINESS
Proposed Acquisition Further Broadens Closures Franchise
Investor Conference Call at 9:00 a.m. ET on January 27, 2020
STAMFORD, Connecticut, January 27, 2020 — Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of rigid packaging for consumer goods products, announced today that it has signed a binding offer to acquire Albea’s dispensing business for $900 million. This business is a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies in the Beauty and Personal Care markets. It operates a global network of 10 plants across North America, Europe, South America and Asia. For the fiscal year ended 2018, this business generated sales of approximately $383 million.
The proposed acquisition is expected to close in the first half of 2020 and is subject to the receipt of applicable regulatory approvals and the satisfaction of certain customary conditions. Upon completion of the required works councils consultations, Silgan expects that Albea and certain of its subsidiaries will enter into a definitive purchase agreement with Silgan and certain of its subsidiaries for the purchase and sale of the business.
SILGAN HOLDINGS
January 27, 2020
Page 2
“This proposed acquisition would significantly enhance the scope and breadth of our market leading closures franchise by bringing new products and capabilities in the highly engineered dispensing category, such as fine lotion dispensing solutions for skin care,” said Tony Allott, Chairman and CEO. “The Albea dispensing business is a ‘hand-in-glove’ fit with our closures business. Like Silgan, this business has a long history as a differentiated packaging franchise with deep customer relationships and a strong track record of product innovation to meet customer needs. This proposed acquisition would allow us to expand relationships and product offerings with global customers, bring new customer relationships and provide cost synergy opportunities of $20 million. It would also create an incremental platform for growth and strongly enhance our free cash flow,” continued Mr. Allott. “We believe this business, like Silgan, holds similar passions for excellence in customer support, quality, safety and competitive franchise positions, while maintaining a strong focus on returns and free cash flow,” concluded Mr. Allott.
The purchase price for this proposed acquisition would be subject to customary adjustments to be outlined in the purchase agreement. Silgan expects to fund the purchase price for this proposed acquisition with a combination of cash on hand and borrowings under the Company’s senior secured credit facility, including a committed incremental delayed draw term loan.
Highlights of the proposed transaction:
| • | Market Focus: Following the proposed acquisition, Silgan would expand its position in the dispensing markets to include highly engineered foam pumps, fine mist pumps, lotion pumps, samplers and fragrance caps and closures for personal care and beauty products. |
| • | Synergies: Silgan expects to realize operational cost synergies of $20 million, on an annual run rate basis, within 18 months following the proposed acquisition. These synergies would be achieved primarily through reductions in general and administrative expenses, procurement savings and manufacturing efficiencies. |
| • | Financial Impact: Silgan expects this proposed acquisition to be accretive to earnings and free cash flow per share in 2020, excluding the impact of purchase accounting adjustments. |
| • | Financing: Pro forma for this proposed acquisition, Silgan’s net leverage ratio under its senior secured credit facility would be approximately 4.0 times, which is consistent with |
SILGAN HOLDINGS
January 27, 2020
Page 3
| past levels following acquisitions. Silgan expects to finance this proposed transaction with debt at an attractive cost. |
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Investor Conference Call Dial-In Information:
Silgan will hold an investor call today at 9:00 a.m. ET to discuss this proposed acquisition. Given that Silgan will be issuing a press release with regard to its year end earnings on January 28, 2020, after the U.S. markets close, comments will be limited to this proposed acquisition. In order to hear the audio for the conference call, you must dial the number listed below at least 5 minutes before the conference call and reference the listed pass code for the operator or automated response system.
Audio Dial-In Number: U.S. and Canada: 1-800-367-2403
International: +1-334-777-6978
Pass Code: 6761806
Additionally, you should go to this link to view the slide presentation for the conference call no more than 10 minutes prior to the start time. You may click the following link directly or cut and paste the following link into your browser.
https://silganholdingsinc.gcs-web.com/January2020Presentation
For those unable to listen to the live conference call, a taped rebroadcast will be available through February 10, 2020. To access the rebroadcast, U.S. and Canadian callers should dial (888) 203-1112 and international callers should dial (719) 457-0820. The pass code for the rebroadcast is 6761806. To access the slide presentation for the rebroadcast, you may click on the following link directly or cut and paste the following link into your browser:
https://silganholdingsinc.gcs-web.com/January2020Presentation
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SILGAN HOLDINGS
January 27, 2020
Page 4
Silgan is a leading supplier of rigid packaging for consumer goods products with annual net sales of approximately $4.4 billion in 2018. Silgan operates 98 manufacturing facilities in North and South America, Europe and Asia. The Company is a leading supplier of metal containers in North America and Europe for food and general line products. The Company is also a leading worldwide supplier of metal and plastic closures and dispensing systems for food, beverage, health care, garden, personal care, home and beauty products. In addition, the Company is a leading supplier of plastic containers for shelf-stable food and personal care products in North America.
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Statements included in this press release which are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934, as amended. Such forward looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and therefore involve a number of uncertainties and risks, including, but not limited to, those described in the Company’s Annual Report on Form 10-K for 2018 and other filings with the Securities and Exchange Commission. Therefore, the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward-looking statements.
Proposed Acquisition of Albea’s Dispensing Business Deploying Strong Free Cash Flow to Build Shareholder Value January 27, 2020 Exhibit 99.2
Forward Looking Statements & Non-GAAP Measures This presentation, and the statements made during the course of this presentation, are not intended to and do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities. Statements made in or during the course of this presentation which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made based upon management’s expectations, assumptions, beliefs, estimates and projections, many of which by their nature are inherently uncertain and beyond Silgan’s control. Accordingly, such forward-looking statements are not guarantees or promises of future performance or events and involve known and unknown risks that could cause such future performance or events to differ materially from those expressed or implied in such forward-looking statements. Additionally, such forward-looking statements only speak as of the date of this presentation, and except to the extent required by the U.S. federal securities laws, Silgan neither assumes nor undertakes any obligation to update or revise any of such forward-looking statements. You are advised to read and consider the numerous risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2018 and our other filings with the Securities and Exchange Commission. Generally accepted accounting principles in the United States are commonly referred to as GAAP. A non-GAAP financial measure is generally defined as a financial measure that purports to measure financial performance but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. EBITDA, EBITDA for the Closures Segment, Adjusted EBITDA, Adjusted EBITDA for the Closures Segment, EBITDA for Albea Dispensing and Adjusted EBITDA for Albea Dispensing and the ratios and margins calculated therefrom as contained in this presentation are unaudited supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP and therefore are non-GAAP financial measures. These non-GAAP financial measures should not be considered as alternatives to income before interest and income taxes, net income and segment income or any other measures derived in accordance with GAAP. Such non-GAAP financial measures should not be considered in isolation or as a substitute for any financial data prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. We include such non-GAAP financial measures in this presentation because we consider them to be important supplemental measures of financial performance which we believe provide a more complete understanding than could be obtained absent such non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to the most comparable GAAP financial data is included in this presentation in the Appendix. The following non-GAAP financial measures are used in this presentation and are defined as follows. “EBITDA” means income before interest and income taxes plus depreciation and amortization (D&A). “Adjusted EBITDA” means EBITDA as adjusted for rationalization charges. “EBITDA” for the Closures Segment means segment income plus depreciation and amortization (D&A) for our Closures Segment. “Adjusted EBITDA” for the Closures Segment means EBITDA as adjusted for rationalization charges for our Closures Segment. “EBITDA” for Albea Dispensing means income before interest and income taxes plus depreciation and amortization (D&A) for Albea Dispensing. “Adjusted EBITDA” for Albea Dispensing means EBITDA as adjusted for mold startup costs and reorganization charges for Albea Dispensing. All company names and trademarks used in this presentation are the property of their respective owners and are used in this presentation for identification purposes only.
Value Creation Model Earnings growth and value creation Sustainable competitive advantage Supply best value in industry by focusing on unique needs of customers Deploy strong, growing Free Cash Flow Build and enhance franchise positions Growth through targeted acquisitions Other cash deployment to drive shareholder value Top tier earnings growth in Packaging sector Consistent long-term shareholder value creation Deploying Strong Free Cash Flow to Build Shareholder Value
Proposed Transaction Summary – Albea Dispensing Purchase price of $900M LTM September 30, 2019 Revenue of $394M, Adjusted EBITDA¹ of $77M 20% Adjusted EBITDA margin¹ Annual synergy estimate of $20 million 25% Synergy Adjusted EBITDA margin¹ Run-rate realized in the first 18 months Fully committed debt financing $900M of Committed Delayed Draw Term Loan No change anticipated to credit ratings Expected to close in 1H 2020 Refer to Slide 14 for reconciliation of non-GAAP amounts to GAAP amounts, calculation of Pro Forma LTM Adjusted EBITDA, and calculation of EV / LTM Pro Forma Adjusted EBITDA. Refer to Slide 14 for LTM 9/30/19 financial information for Albea Dispensing. Refer to Slide 14 for reconciliation of non-GAAP amounts to GAAP amounts, calculation of LTM Adjusted EBITDA, and calculation of EV / LTM Adjusted EBITDA. Refer to Slide 14 for LTM 9/30/19 financial information for Albea Dispensing. Source: Capital IQ Deploying Strong Free Cash Flow to Build Shareholder Value (1) (1) (2) (2) (3) (3) 9.3x 11.7x 13.9x 11.8x 16.2x 24.0x 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x EV / LTM Pro Forma Adj. EBITDA EV / LTM Adj. EBITDA Aptar EV / LTM EBITDA EV / LTM Pro Forma Adj. EBITDA - Capex EV / LTM Adj. EBITDA - Capex Aptar EV / LTM EBITDA - Capex
Compelling Strategic Acquisition Strong earnings and free cash flow accretion Value enhancing synergies and optimization opportunities $20M annual run-rate achieved within the first 18 months Synergies from: procurement, SG&A, in-sourcing, and manufacturing efficiency Established franchise with strong positions in higher margin dispensing products Hand-in-glove fit with Silgan’s existing Closures franchise Complementary dispensing products (miniature sprayers, airless and foam pumps) Strengthened geographic capabilities Enhances capabilities to drive Silgan customization strategies Equity value creation through deleveraging and growth Further expands platform for future acquisitions and continued expansion Deploying Strong Free Cash Flow to Build Shareholder Value Attractive sales growth franchise at a single digit multiple after synergies
Albea Dispensing Business Portfolio Fine Mist Pumps Lotion Pumps Foam Pumps Beauty and Personal Care Portion of Sales End Markets Fragrance Skincare Skincare Skincare Skincare Makeup & Beauty Personal Care Growth Range Key Customers Geographic Footprint Global Network of 10 Manufacturing Facilities 3 – 5% 3 – 5% 2 – 3% 4 – 6% Deploying Strong Free Cash Flow to Build Shareholder Value
Hand-in-Glove Fit Current Silgan Closures Albea Dispensing Pro-Forma Closures Metal Closures Lotion Pumps Plastic Closures Trigger Sprayers Other Dispensing Closures Spray Pumps Foam Pumps Markets Served Leading Market Position Market Presence Current Silgan Closures Albea Dispensing - - - Food, Specialty Beverage, Beauty & Personal Care Food, Specialty Beverage, Household/Lawn & Garden Healthcare, Beauty & Personal Care Food, Specialty Beverage, Household/Lawn & Garden Household/Lawn & Garden Beauty & Personal Care Household/Lawn & Garden, Healthcare, Beauty / Beauty & Personal Care Household/Lawn & Garden, Beauty & Personal Care - Deploying Strong Free Cash Flow to Build Shareholder Value
Expanded Closures Franchise Deploying Strong Free Cash Flow to Build Shareholder Value Closures 49% Silgan Today Silgan Pro Forma Revenue Adjusted EBITDA $4.5B $4.9B Adj EBITDA¹ $621M Adj EBITDA¹ $718M Figures based on LTM 9/30/19. Refer to Slide 13 for calculation of Silgan financial information for LTM ended 9/30/19. Refer to Slide 14 for LTM 9/30/19 financial information for Albea Dispensing. Refer to slides 13 and 15 for reconciliation of non-GAAP amounts to GAAP amounts. Percentages exclude Corporate.
Enhanced Silgan Closures Franchise Deploying Strong Free Cash Flow to Build Shareholder Value Pro Forma Revenue Pro Forma Adjusted EBITDA $1.8B $362M¹ Pro Forma Capex Pro Forma Adj EBITDA-Capex $255M¹ $107M 70% of EBITDA¹ Note: Figures based on LTM 9/30/19. Refer to Slide 13 for calculation of Silgan financial information for LTM ended 9/30/19. Refer to Slide 14 for LTM 9/30/19 financial information for Albea Dispensing. Refer to slide 16 for reconciliation of non-GAAP amounts to GAAP amounts. Albea Dispensing Pro Forma Adjusted EBITDA includes $20M of synergies. 20% Margin¹ Metal Closures Plastic Beverage Closures Plastic Dairy Closures Dispensing Silgan Closures Albea Dispensing Albea Dispensing² $97 Silgan Closures $265 Silgan Closures Albea Dispensing
Value Hidden in Plain Sight Deploying Strong Free Cash Flow to Build Shareholder Value LTM Adjusted EBITDA Margin (1) 5-Year Sales CAGR (2) LTM Trading Multiples (3) Enterprise Value EBITDA Multiple (EV / LTM Adj. EBITDA) Cash Flow Multiple (EV / LTM Adj. EBITDA – Capex) Note: Figures based on LTM 9/30/19. Refer to Slide 13 for calculation of Silgan financial information for LTM ended 9/30/19. Refer to Slide 14 for LTM 9/30/19 financial information for Albea Dispensing. Refer to slide 16 for reconciliation of non-GAAP amounts to GAAP amounts and for calculation of Pro Forma LTM Silgan Closures Adjusted EBITDA Margin. AptarGroup 9/30/19 LTM EBITDA margin calculated as $604M of LTM Adj. EBITDA / $2,873M LTM Revenue. Source: AptarGroup SEC filings. 5-Year Sales CAGR compares 9/30/19 LTM Pro Forma Revenue to 9/30/14 LTM Revenue. Refer to slide 18 for calculation of 5-Year Sales CAGR. Source: Capital IQ. See slide 17 for calculation of Implied Silgan Closures Enterprise Value at AptarGroup multiples. Silgan Holdings Normalized Enterprise Value assumes 3.0x target Net Leverage ratio multiplied by Silgan LTM Adjusted EBITDA plus proposed acquisition debt and market capitalization as of 1/13/20 . See slides 13 and 14 for 9/30/19 LTM Adjusted EBITDA and reconciliation of non-GAAP amounts to GAAP amounts and slide 17 for calculation of Silgan Holdings Normalized Enterprise Value. Calculated based on Silgan Pro Forma LTM Adjusted EBITDA (see slide 15 for detailed calculation and reconciliation of non-GAAP amounts to GAAP amounts) less Silgan Closures Pro Forma LTM Adjusted EBITDA (see slide 16 for detailed calculation and reconciliation of non-GAAP amounts to GAAP amounts). Silgan Holdings AptarGroup Organic Growth Target (5) (4) (3) Remaining Silgan EBITDA $356M (6) Implied Valuation Gap ~$600M
Unique Business Model Our cash deployment model gives us the flexibility to selectively grow and create franchise positions in the packaging industry Proven leadership team Focused segment management Customer-focused Metric-driven culture Track record of value creation Disciplined deployment of free cash flow Core competency in M&A Long-term focus Deploying Strong Free Cash Flow to Build Shareholder Value
Appendix
Financial Summary – Silgan Holdings Note: Figures may not sum due to rounding. All adjustments are rationalization charges. ($ in millions) 2018 Nine months ended 9/30/2018 Nine months ended 9/30/2019 LTM 9/30/2019 Revenue by Segment Metal Containers $2,378 $1,809 $1,905 $2,474 Closures 1,457 1,110 1,073 1,420 Plastic Containers 614 460 464 618 Corporate 0 0 0 0 Revenue $4,449 $3,378 $3,442 $4,512 Segment Income Metal Containers $199 $172 $134 $161 Closures 190 143 132 179 Plastic Containers 43 33 37 47 Corporate (19) (13) (15) (21) Income before Interest and Income Taxes $412 $335 $288 $365 Depreciation and Amortization by Segment Metal Containers $81 $61 $64 $85 Closures 74 56 62 81 Plastic Containers 36 27 28 37 Corporate 0 0 0 0 Depreciation and Amortization $192 $143 $154 $203 EBITDA by Segment Metal Containers $280 $233 $198 $246 Closures 264 199 194 259 Plastic Containers 79 60 65 83 Corporate (19) (13) (15) (20) EBITDA $604 $478 $442 $568 Adjustments by Segment (1) Metal Containers $5 $1 $42 $47 Closures 0 0 6 6 Plastic Containers 1 1 0 1 Corporate 0 0 0 0 Adjustments $6 $2 $49 $53 Adjusted EBITDA by Segment Metal Containers $286 $234 $240 $292 Closures 264 199 200 265 Plastic Containers 79 60 65 84 Corporate (19) (13) (15) (20) Adjusted EBITDA $610 $480 $491 $621 Total Capital Expenditures by Segment Metal Containers $84 $56 $74 $102 Closures 62 47 70 86 Plastic Containers 44 32 23 35 Corporate 0 0 0 0 Total Capital Expenditures $191 $135 $167 $223 Total Adjusted EBITDA - Capex / Adjusted EBITDA 69% 72% 66% 64%
Financial Summary – Albea Dispensing Based on historical financial data provided by Albea Dispensing, not adjusted for purchase price accounting.
Financial Summary – Pro Forma Silgan Holdings Note: Figures may not sum due to rounding. Based on historical financial data provided by Albea Dispensing, not adjusted for purchase price accounting. Refer to slide 13 for detail on adjustments.
Financial Summary – Pro Forma Silgan Closures Note: Figures may not sum due to rounding. Based on historical financial data provided by Albea Dispensing, not adjusted for purchase price accounting.
Silgan and Pro Forma Closures Enterprise Value Calculation Note: $ in Millions. Refer to Slide 13 for calculation of Silgan financial information for LTM ended 9/30/19. Refer to Slide 14 for LTM 9/30/19 financial information for Albea Dispensing. Source: Capital IQ. See reconciliation of non-GAAP amounts to GAAP amounts on slides 13 and 16.
Silgan Closures 5-Year Sales Compound Annual Growth Rate Note: Figures may not sum due to rounding. Based on historical financial data provided by Albea Dispensing, not adjusted for purchase price accounting. Calculated as Pro Forma Silgan Closures LTM Sales 9/30/2019 / Silgan Closures LTM Sales 9/30/2014 ^ (1/5) – 1.