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): May 12, 2009
SILGAN HOLDINGS INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-22117 06-1269834
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4 Landmark Square, Stamford, Connecticut 06901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 975-7110
N/A
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(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))
Section 1--Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On May 12, 2009, Silgan Holdings Inc., or the Company, completed the issuance
and sale of $250 million of its 7-1/4% Senior Notes due 2016, or the Notes, in a
previously announced private placement in reliance on Rule 144A and Regulation S
under the Securities Act of 1933, as amended. The Notes were sold pursuant to
the Purchase Agreement dated May 5, 2009 among the Company and Banc of America
Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co.
Incorporated, as representatives of the initial purchasers named therein, which
Purchase Agreement was filed by the Company with its Current Report on Form 8-K
filed on May 11, 2009. The Notes were issued pursuant to, and are governed by,
an indenture, or the Indenture, entered into between the Company and U.S. Bank
National Association, as trustee.
The Company used the net proceeds of approximately $237.9 million from the sale
of the Notes to prepay the 2009 scheduled amortization installments of A term
loans, B term loans and incremental loans under its senior secured credit
facility and to prepay the 2010 scheduled amortization installment of A term
loans and a majority portion of the 2010 scheduled amortization installment of
certain incremental loans under its senior secured credit facility.
The Notes are general senior unsecured obligations of the Company and rank
equally in right of payment with the Company's existing and future unsecured
unsubordinated indebtedness and ahead of the Company's existing and future
subordinated debt. In addition, the Notes are effectively subordinated to all of
the Company's secured debt to the extent of the assets securing such debt. None
of the Company's subsidiaries are initially guarantying the Notes, and therefore
the Notes are structurally subordinated to the indebtedness and other
liabilities (including trade payables) of the Company's subsidiaries.
The Notes will bear interest at a rate of 7.25 percent per annum. The Indenture
provides that interest on the Notes is payable semiannually in cash on February
15 and August 15 of each year and the Notes mature on August 15, 2016.
Under the Indenture, the Company has the right to redeem the Notes, in whole or
in part, at any time on or after August 15, 2013 initially at 103.625% of their
principal amount, plus accrued interest to the redemption date, declining
ratably to 100% of their principal amount, plus accrued interest to the
redemption date, on or after August 15, 2015. Pursuant to the Indenture, at any
time before August 15, 2013, the Company also has the right to redeem the Notes,
in whole or in part, at a redemption price equal to 100% of their principal
amount plus a make-whole premium as provided in the Indenture, together with
accrued interest to the redemption date. In addition, before August 15, 2012,
the Company has the right to redeem up to 35% of the aggregate principal amount
of outstanding Notes with the proceeds from sales of certain kinds of capital
stock of the Company at a redemption price equal to 107.250% of their principal
amount, plus accrued interest to the redemption date. In the event of a Change
of Control (as defined in the Indenture), each holder of the Notes has the right
to require the Company to purchase such holder's Notes at a price of 101% of
their principal amount, plus accrued interest to the date of purchase.
Additionally, if the Company sells certain assets and does not reinvest the net
proceeds or repay debt in compliance with the Indenture, it must offer to
purchase the Notes at 100% of their principal amount, plus accrued interest to
the date of purchase, with such net proceeds.
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The Indenture contains certain covenants which, among other things, limit the
Company's ability and the ability of its restricted subsidiaries to incur or
guarantee additional indebtedness; make certain dividends, investments and other
restricted payments; create restrictions on the ability of restricted
subsidiaries to make certain payments; issue or sell stock of restricted
subsidiaries; enter into transactions with stockholders or affiliates; engage in
sale and leaseback transactions; create liens; sell assets; and, with respect to
the Company, consolidate, merge or sell all or substantially all of the
Company's assets. Such covenants are subject to a number of important exceptions
and qualifications set forth in the Indenture.
The Indenture also contains certain customary events of default, including
failure to make payments in respect of the principal amount of the Notes,
failure to make payments of interest on the Notes when due and payable, failure
to comply with certain covenants and agreements and certain events of bankruptcy
or insolvency. An event of default under the Indenture will allow the trustee or
the holders of at least 25% in aggregate principal amount of the then
outstanding Notes to declare the principal of, premium, if any, and accrued
interest on the Notes to be due and payable, or in the case of events of default
involving bankruptcy or insolvency, such principal, premium, if any, and accrued
interest on the Notes will become immediately due and payable without action
from the trustee or any holder.
The foregoing description of the Indenture does not purport to be complete and
is qualified in its entirety by reference to the full text of the Indenture,
which is attached as Exhibit 4.1 to this Current Report on Form 8-K and
incorporated by reference herein.
In addition, on May 12, 2009, the Company entered into a registration rights
agreement, or the Registration Rights Agreement, with Banc of America Securities
LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated.
Pursuant to the Registration Rights Agreement, the Company has agreed to use its
best efforts to (i) file and cause to become effective a registration statement
for a registered offer to exchange the Notes for senior unsecured notes of the
Company with terms identical to the Notes and consummate such exchange offer
within six months after May 12, 2009 or (ii) under certain circumstances, file a
shelf registration statement for registered resales of the Notes and to keep
such shelf registration statement effective for up to one year. If within six
months after May 12, 2009 the exchange offer referred to above is not
consummated or a shelf registration statement is not declared effective, the
annual interest rate borne by the Notes will be increased by 0.5% per annum
until the exchange offer is consummated or a shelf registration statement is
declared effective.
The foregoing description of the Registration Rights Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Registration Rights Agreement, which is attached as Exhibit 4.2 to this
Current Report on Form 8-K and incorporated by reference herein.
Section 2--Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
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Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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4.1 Indenture dated as of May 12, 2009 between Silgan Holdings
Inc. and U.S. Bank National Association, as trustee.
4.2 Registration Rights Agreement dated May 12, 2009 between
Silgan Holdings Inc. and Banc of America Securities LLC,
Deutsche Bank Securities Inc. and Morgan Stanley & Co.
Incorporated.
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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
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Frank W. Hogan, III
Senior Vice President, General Counsel
and Secretary
Date: May 13, 2009
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Indenture dated as of May 12, 2009 between Silgan Holdings
Inc. and U.S. Bank National Association, as trustee.
4.2 Registration Rights Agreement dated May 12, 2009 between
Silgan Holdings Inc. and Banc of America Securities LLC,
Deutsche Bank Securities Inc. and Morgan Stanley & Co.
Incorporated.
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