Silgan Holdings Inc 8-K, filed Jun 1, 2020
Silgan Holdings Inc (SLGN)
8-K
2020-06-01
For: 2020-06-01
View Original
Added on
April 06, 2026
About this 8-K
Silgan Holdings Inc filed this 8-K on June 1, 2020.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 2.03: New debt or off-balance-sheet obligation
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2020
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | |||||||||||||||
| of incorporation) | file number) | Identification No.) | |||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(203 ) 975-7110
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 2—Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 1, 2020, Silgan Holdings Inc. (the “Company”), through certain of its wholly owned subsidiaries, completed the acquisition (the “Acquisition”) of the dispensing business (the “Business”) of the Albéa Group pursuant to the Securities and Assets Sale Agreement, dated April 21, 2020 (the “SPA”), by and among Silgan Dispensing Systems Holdings Company, Silgan International Holdings B.V., Silgan Dispensing Systems Brazil Packaging Industry Ltda. and Silgan Dispensing Systems (Wuxi) Co., Ltd. (collectively, “the Buyers”), the Company, and Twist Beauty Packaging S.A.S., Twist Beauty Packaging Holdings France S.A.S., Albéa Services S.A.S., Twist Beauty Packaging Holdings Corp., Twist Beauty Packaging Holdings Mexico S. DE R.L DE CV and Albéa Packaging (Suzhou) Co. Ltd. A description of the SPA is included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2020, which description is incorporated herein by reference. Pursuant to the SPA, the Buyers and certain of their subsidiaries acquired all of the outstanding equity interests of all subsidiaries of the Albéa Group that are engaged in the Business and certain assets of a subsidiary of the Albéa Group in China related to the Business. The purchase price for the Acquisition was $900 million in cash and is subject to certain adjustments for working capital, other current assets and current liabilities and net indebtedness as provided in the SPA. The Company funded the purchase price for the Acquisition and related costs and expenses through term and revolving loan borrowings under its amended and restated senior secured credit facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of Registrant.
On June 1, 2020, the Company borrowed $900 million of delayed draw term A-1 loans under an incremental term loan commitment agreement entered into pursuant to the Company's amended and restated senior secured credit facility in order to fund the purchase price for the Acquisition and related costs and expenses. A description of the incremental term loan commitment agreement is included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2020, which description is incorporated herein by reference. A description of the Company's amended and restated senior secured credit facility is included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission on March 2, 2020, which description is incorporated herein by reference.
Section 8—Other Events
Item 8.01 Other Events.
On June 1, 2020, the Company issued a press release announcing the completion of the
Acquisition. A copy of this press release is filed herewith and attached hereto as Exhibit 99.1.
2
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||||||||
| 99.1 | ||||||||||||||
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |||||||||||||
3
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: June 1, 2020
4
| Exhibit 99.1 | ||||||||
 | ||||||||
| News | ||||||||
| For Immediate Release | ||||||||
| 4 Landmark Square | ||||||||
| Suite 400 | ||||||||
| Stamford, CT 06901 | ||||||||
| Telephone: 203-975-7110 | ||||||||
| Fax: 203-975-7902 | ||||||||
| Contact: | ||||||||
| Robert B. Lewis | ||||||||
| (203) 406-3160 | ||||||||
SILGAN COMPLETES ACQUISITION OF
ALBÉA’S GLOBAL DISPENSING BUSINESS,
FURTHER STRENGTHENING ITS CLOSURES FRANCHISE
STAMFORD, CT, June 1, 2020 -- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of sustainable rigid packaging solutions for consumer goods products, announced today that it completed its acquisition of the dispensing business of the Albéa Group. This business is a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies primarily in the beauty and personal care markets. It operates a global network of 10 plants across North America, Europe, South America and Asia. This business generated sales of approximately $395 million in 2019.
The purchase price for this acquisition was $900 million, subject to adjustments outlined in the purchase agreement for this acquisition. The Company funded the purchase price for this acquisition and related costs and expenses through term and revolving loan borrowings under its senior secured credit facility, including a $900 million delayed draw term loan.
This acquisition is expected to be modestly accretive to the Company’s earnings in 2020, excluding the impact of required purchase accounting adjustments and after taking into consideration the Company’s estimate of the current negative impact caused by the coronavirus (COVID-19) crisis on the beauty and personal care markets. With this acquisition, Silgan expects to realize operational cost synergies of $20 million, on an annual run rate basis, within 18 months primarily through procurement savings, manufacturing efficiencies and reductions in general and administrative expenses. As a result, this
acquisition is expected to become more accretive as synergies are phased in over the next 18 months and customer buying patterns for the beauty and personal care markets return to more normal levels. Silgan will update its earnings estimate for the full year 2020 for this acquisition and its recent debt financing transactions when it announces its earnings results for the second quarter of 2020 in July 2020.
* * *
Silgan is a leading supplier of sustainable rigid packaging solutions for consumer goods products with annual net sales, on a pro forma basis including the dispensing business of the Albéa Group acquired on June 1, 2020, of approximately $4.9 billion in 2019. Silgan operates 110 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, home, personal care 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.
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 2019 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.
* * *