Item 1.01. Entry into a Material Definitive Agreement.
The information provided in Item 2.03 below is hereby incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant.
On March 17, 2022, Crown Holdings, Inc. (the "Company") completed its note
offering of $500,000,000 aggregate principal amount of 5.250% senior unsecured
notes due 2030 (the "Offering"). In connection with the Offering, Crown Americas
LLC, a wholly-owned subsidiary of the Company (the "Issuer"), issued
$500,000,000 aggregate principal amount of 5.250% senior unsecured notes due
2030 (the "Notes"). The net proceeds from the Offering will be used for general
corporate purposes.
The Notes will mature on April 1, 2030 and will accrue interest at a rate of
5.250% per year. Interest on the Notes will be payable semi-annually on April 1
and October 1 of each year, beginning on October 1, 2022. The Issuer may redeem
some or all of the Notes at any time prior to January 1, 2030 by paying 100% of
the principal amount, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date, and a make-whole premium. On or after January 1,
2030, the Issuer may redeem some or all of the Notes at any time by paying 100%
of the principal amount, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date.
The Notes were sold in a private placement and resold by the initial purchasers
to persons reasonably believed to be qualified institutional buyers pursuant to
Rule 144A promulgated under the Securities Act of 1933 (the "Securities Act")
and to non-U.S. persons pursuant to Regulation S of the Securities Act. The
Notes have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption from
the registration requirements.
If the Issuer or the Company experiences a change of control repurchase event,
the Issuer may be required to offer to purchase the Notes at a purchase price
equal to 101% of their principal amount, plus accrued and unpaid interest, if
any, to, but excluding, the repurchase date.
The Notes are senior obligations of the Issuer. The Notes will be
unconditionally guaranteed on a senior basis by the Company and, subject to
applicable law and exceptions, certain of the Company's current and future
subsidiaries organized under the laws of the United States.
The Notes have been issued under an indenture with U.S. Bank National
Association as trustee. The indenture governing the Notes contain covenants that
will limit the ability of the Company and the ability of its subsidiaries
(including the Issuer) to, among other things, create liens, engage in sale and
leaseback transactions or merge or consolidate with or into other companies. If
an event of default, as specified in the indentures governing the Notes, shall
occur and be continuing, either the trustee or the holders of a specified
percentage of the Notes may accelerate the maturity of all the Notes. The
covenants, events of default and acceleration rights described in this paragraph
are subject to important exceptions and qualifications, which are described in
the indenture filed herewith.
Under a registration rights agreement with the initial purchasers of the Notes,
the Issuer has agreed to (a) use its reasonable best efforts to file and cause
to become effective a registration statement with the Securities and Exchange
Commission (the "SEC") with respect to a registered offer to exchange the Notes
for new notes of the Issuer having terms substantially identical in all material
respects to the Notes (except that the exchange notes will not contain terms
with respect to transfer restrictions) and (b) use their reasonable best efforts
to cause the registered exchange offer to become completed under the Securities
Act within 360 days of the issue date of the Notes. If the exchange offer is not
completed within the periods specified in the registration rights agreement,
applicable
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interpretation of the staff of the SEC prohibit the Issuer from effecting such a
registered exchange offer or, under limited circumstances, if required by the
initial purchasers of the Notes or a holder thereof, the Issuer has agreed to
file, and to use their reasonable best efforts to cause to become effective, a
shelf registration statement relating to resales of the Notes or the notes
issued in the registered exchange offer, as the case may be. The Issuer will be
obligated to pay additional interest on the Notes if, within the periods
specified in the registration rights agreement, they do not complete the
exchange offer, or, if required, file the shelf registration statement, the
shelf registration statement has not been declared effective or, after the shelf
registration statement has been declared effective, such registration statement
thereafter ceases to be effective or useable (subject to certain exceptions).
The descriptions set forth above are qualified in their entirety by the
indenture governing the Notes, filed herewith as Exhibit 4.1, and the
registration rights agreement filed herewith as Exhibit 4.2.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this Form 8-K
consists of forward-looking statements. These forward-looking statements involve
a number of risks, uncertainties and other factors which may cause the actual
results to be materially different from those expressed or implied in the
forward-looking statements. Other important factors that could cause the
statements made in this Form 8-K or the actual results of operations or
financial condition of the Company to differ are discussed under the caption
"Forward Looking Statements" in the Company's Form 10-K Annual Report for the
year ended December 31, 2021 and in subsequent filings made prior to or after
the date hereof.
The Company does not intend to review or revise any particular forward-looking
statement in light of future events.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
Exhibit 4.1 Indenture, dated as of March 17, 2022, among the Issuer, the
Company, the other guarantors party thereto, and U.S. Bank National
Association, as Trustee, relating to the $500,000,000 5.250% senior
unsecured notes due 2030.
Exhibit 4.2 Registration Rights Agreement, dated as of March 17, 2022, by and
among the Issuer, the Company, BNP Paribas Securities Corp.,
Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as
representatives of the initial purchasers, and the Guarantors (as
defined therein), relating to the $500,000,000 5.250% senior
unsecured notes due 2030.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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