Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 21, 2010

 

 

CROWN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Pennsylvania   0-50189   75-3099507

(State or Other Jurisdiction

of Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

One Crown Way

Philadelphia, Pennsylvania 19154-4599

(215) 698-5100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(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 (17CFR 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 2 – Financial Information

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

On July 21, 2010, Crown Holdings, Inc. (the “Company”) entered into a Purchase Agreement pursuant to which Crown European Holdings SA (the “Issuer”), agreed to issue and sell to several purchasers, for whom Merrill Lynch International is acting representative, €500,000,000 aggregate principal amount of its 7 1/8% Senior Notes due 2018 (the “Notes”). The Notes will be sold in a private placement and resold by the initial purchasers to qualified institutional buyers pursuant to Rule 144A of 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.

The Notes will mature on August 15, 2018 and will accrue interest at a rate of 7 1/8% per year. Interest on the Notes will be payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2011. The Issuer may redeem some or all of the Notes at any time prior to August 15, 2014 by paying a make-whole premium, plus accrued an unpaid interest, if any, to the redemption date. At any time prior to August 15, 2013, the Issuer may use the net proceeds of certain equity offerings of capital stock of the Company that are contributed to the common equity capital or are used to subscribe for qualified capital stock of the Company to redeem up to 35% of the principal amount of the Notes at a redemption price equal to 107.125% of their principal amount plus accrued and unpaid interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of such Notes originally issued remain outstanding immediately after such redemption.

If the Issuer or the Company experiences a change of control, the Issuer may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

The Notes are senior obligations of the Issuer and will be unconditionally guaranteed on a senior basis by the Company and each of the Company’s present and future U.S. subsidiaries that guarantees obligations under the Company’s credit facilities and, subject to applicable law, each of the Issuer’s subsidiaries that guarantee obligations under the Company’s credit facilities.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this report consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including the expected completion of the note offering, 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 report or the actual results of operations or financial condition of the Company to differ include, without limitation, that the note offering is subject to a number of conditions. There can be no assurance that the note offering will be completed as described herein or at all. Other important factors are discussed under the caption “Forward-Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2009 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.

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits

 

(d)   Exhibits:   
  Exhibit 10.1    Purchase Agreement, dated as of July 21, 2010, by and among the Company, Crown European Holdings SA, Merrill Lynch International as Representative, the Initial Purchasers (as defined therein) and the Guarantors (as defined therein).

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 27, 2010

   CROWN HOLDINGS, INC.
  By:   /s/ Kevin C. Clothier
     
    Name:  Kevin C. Clothier
    Title:    Vice President and Corporate Controller

 

 

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EXHIBIT INDEX

 

(d)    Exhibits:   
   Exhibit 10.1    Purchase Agreement, dated as of July 21, 2010, by and among the Company, Crown European Holdings SA, Merrill Lynch International as Representative, the Initial Purchasers (as defined therein) and the Guarantors (as defined therein).

 

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