Item 1.01. Entry into a Material Definitive Agreement.
On August 8, 2022, Crown Holdings, Inc. (the "Company") entered into that
certain Incremental Amendment No. 3 and Fifth Amendment (the "Amendment") to
that certain Amended and Restated Credit Agreement, dated April 7, 2017, among
the Company, Crown Americas LLC, a Pennsylvania limited liability company, Crown
European Holdings S.A., a corporation organized under the laws of France (the
"European Issuer"), the Subsidiary Borrowers party thereto, Crown Metal
Packaging Canada LP, a limited partnership organized under the laws of the
Province of Ontario, Canada, Crown Cork & Seal Company, Inc., a Pennsylvania
corporation, the Parent Guarantors party thereto, the other Credit Parties party
thereto, the Lenders party thereto, Deutsche Bank AG Canada Branch, as Canadian
administrative agent, Deutsche Bank AG London Branch, as U.K. administrative
agent, and Deutsche Bank AG New York Branch, as U.S. administrative agent, as
previously amended by that certain First Amendment, dated December 28, 2017,
that certain Incremental Amendment No. 1, dated January 29, 2018, that certain
Second Amendment, dated March 23, 2018, that certain Incremental Amendment No. 2
and Third Amendment, dated December 13, 2019, and that certain Fourth Amendment,
dated October 4, 2021 (such agreement, as so amended, and as may be further
amended, restated, amended and restated or otherwise modified, including by the
Amendment, the "Credit Agreement").
The Amendment, among other changes, provided for (a) a new maturity date of
August 8, 2027, the fifth anniversary of the Amendment, for the Facilities (as
defined in the Credit Agreement), and (b) the replacement in full of certain
existing Commitments (as defined in the Existing Credit Agreement (as defined in
the Credit Agreement)) under the Existing Credit Agreement as follows: (1) the
replacement of the existing Dollar Revolving Commitments (as defined in the
Existing Credit Agreement) with $800 million in Dollar Revolving Commitments (as
defined in the Credit Agreement), (2) the replacement of the existing
Multicurrency Revolving Commitments (as defined in the Existing Credit
Agreement) with $800 million in Multicurrency Revolving Commitments (as defined
in the Credit Agreement), (3) the replacement of the existing Canadian Revolving
Commitments (as defined in the Existing Credit Agreement) with $50 million in
Canadian Revolving Commitments (as defined in the Credit Agreement), (4) the
replacement of the existing Term Loan A Commitments (as defined in the Existing
Credit Agreement) with $1.8 billion in Term Loan A Commitments (as defined in
the Credit Agreement), and (5) the replacement of the existing Term Euro
Commitments (as defined in the Existing Credit Agreement) with €540 million in
Term Euro Commitments (as defined in the Credit Agreement), in each case, under
the Credit Agreement.
The Credit Agreement contains affirmative and negative covenants, financial
covenants requiring the Company to maintain a maximum leverage ratio and a
minimum interest coverage ratio, representations and warranties and events of
default customary for facilities of this type.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, a copy of which is
filed herewith as Exhibit 4.z
The Company expects to use proceeds from the Facilities to pay for the
redemption of the Notes (as defined below) described in Item 8.01 below.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant.
The information provided in Item 1.01 above is hereby incorporated herein by
reference.
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Item 8.01. Other Events.
On August 9, 2022, the European Issuer, a wholly-owned subsidiary of the
Company, issued an unconditional notice of redemption to redeem (a) all of the
European Issuer's outstanding 21/4% Senior Notes due 2023 (the "21/4% Notes"),
with an initial aggregate principal amount outstanding of €335 million, and
(b) all of the European Issuer's outstanding 3/4% Senior Notes due 2023 (the
"3/4% Notes" and, together with the 21/4% Notes, the "Notes") with an initial
aggregate principal amount outstanding of €550 million. The Notes will be
redeemed on September 9, 2022 (the "Redemption Date") for a redemption price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the Redemption Date and a Make-Whole Premium (in each case, as
defined in the indenture governing the applicable Notes) to be calculated in
accordance with paragraph 5 of the reverse side of the Notes at least two
business days prior to the Redemption Date.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
The following is filed as an exhibit to this report:
4.z Incremental Amendment No. 3 and Fifth Amendment, dated August 8, 2022,
to Amended and Restated Credit Agreement, dated April 7, 2017, among the
Company, Crown Americas LLC, Crown European Holdings S.A., the
Subsidiary Borrowers party thereto, Crown Metal Packaging Canada LP,
Crown Cork & Seal Company, Inc., the Parent Guarantors party thereto,
the other Credit Parties party thereto, the Lenders party thereto,
Deutsche Bank AG Canada Branch, Deutsche Bank AG London Branch, and
Deutsche Bank AG New York Branch.
EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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