UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Emerging growth company
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Section 1—Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 3, 2021, Silgan Holdings Inc. (the “Company”) and certain of its U.S. subsidiaries entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC and BofA Securities, Inc., on behalf of themselves and as representatives of the other Initial Purchasers named therein (collectively, the “Initial Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Initial Purchasers in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, $500 million aggregate principal amount of its 1.4% Senior Secured Notes due 2026 (the “Notes”) at 99.945 percent of their principal amount. The Notes will be guaranteed on a senior secured basis by the U.S. subsidiaries of the Company (the “Guarantors”) that guarantee obligations under the Company’s senior secured credit facility. The Notes and the related guarantees will be secured on a pari passu basis with the Company’s senior secured credit facility by the same collateral of the Company and the Guarantors that secures their obligations under the Company’s senior secured credit facility. The closing for the sale of the Notes is subject to customary conditions and is expected to occur on or about February 10, 2021. The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities and will contribute to payments the other party may be required to make in respect thereof.
The net proceeds from the offering of the Notes will be approximately $495.2 million after deducting the Initial Purchasers’ discount and estimated offering expenses. The Company intends to use the net proceeds from the sale of the Notes to prepay a portion of its outstanding term loans under its senior secured credit facility.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.
Section 8—Other Events
| Item 8.01 | Other Events. |
On February 3, 2020, the Company issued a press release announcing the pricing for the Notes. A copy of this press release is furnished herewith as Exhibit 99.1.
Section 9—Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Purchase Agreement, dated as of February 3, 2021, among Silgan Holdings Inc., the Guarantors party thereto, and Wells Fargo Securities, LLC and BofA Securities, Inc., on behalf of themselves and as representatives of the Initial Purchasers named therein. | |
| 99.1 | Press Release dated February 3, 2021 announcing pricing of new senior secured notes offering. | |
| 104 | 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: February 4, 2021
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