Silgan Holdings Inc 8-K, filed Feb 19, 2020
Silgan Holdings Inc (SLGN)
About this 8-K
Silgan Holdings Inc filed this 8-K on February 19, 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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| |
|
| ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
| |
| (Address of principal executive offices) |
(Zip Code) |
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:
| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 8—Other Events
| Item 8.01 | Other Events. |
On February 19, 2020, the Registrant issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing its plans for new senior notes offerings, subject to favorable market conditions, in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.
Section 9—Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |||
| 99.1 |
Press Release dated February 19, 2020 announcing new senior notes offerings. | |||
| 104 |
Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) | |||
2
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: February 19, 2020
3
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 ANNOUNCES NEW SENIOR NOTES OFFERINGS
STAMFORD, CT, February 19, 2020 — Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of rigid packaging for consumer goods products, announced today that it plans to offer €500 million aggregate principal amount of new senior unsecured notes maturing on June 1, 2028 and $200 million aggregate principal amount of additional 41⁄8% Senior Notes due February 1, 2028, in each case subject to favorable market conditions. The additional 41⁄8% Senior Notes will be an add-on issuance under Silgan’s indenture for its existing $400 million aggregate principal amount of 41⁄8% Senior Notes due 2028. Silgan intends to use the net proceeds from these notes offerings to prepay most of its outstanding U.S. A term loans under its senior secured credit facility.
The notes being offered by Silgan will not initially be registered under the Securities Act of 1933, as amended, or the Securities Act, or under any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The notes will be offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. This press release does not constitute an offer to sell any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
SILGAN HOLDINGS
February 19, 2020
Page 2
In connection with this offering, a stabilizing manager (or persons acting on behalf of the stabilizing manager) may over-allot the Euro denominated notes or effect transactions with a view to supporting the market price of the Euro denominated notes during the stabilization period at a level higher than that which might otherwise prevail. However, stabilization action may not necessarily occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Euro denominated notes is made and, if begun, may be ended at any time, but it must end no later than 30 calendar days after the date on which Silgan receives the proceeds from the issuance of the Euro denominated notes or no later than 60 calendar days after the date of allotment of the Euro denominated notes, whichever is the earlier. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or persons acting on behalf of the stabilizing manger) in accordance with all applicable laws and rules.
Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
Promotion of the notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000, as amended (the “FSMA”), and accordingly the notes are not being promoted to the general public in the United Kingdom. This press release is for distribution only to, and is only directed at, persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments and who qualify as investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The notes will only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
* * *
SILGAN HOLDINGS
February 19, 2020
Page 3
Silgan is a leading supplier of rigid packaging for consumer goods products with annual net sales of approximately $4.5 billion in 2019. Silgan operates 100 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.
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.
* * *