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): October 30, 2013

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Item 7.01. REGULATION FD DISCLOSURE

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE

INDEX TO EXHIBITS

EX-99.1 PRESS RELEASE

2

Item 1.01 Entry into a Material Definitive Agreement

On October 30, 2013 Crown Holdings, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Lata Lux Holding Parent S.à r.l., a Luxembourg société à responsabilité limitée (“Seller”), majority owned by certain investment funds managed by affiliates of The Blackstone Group L.P. and N+1 Mercapital, with respect to the acquisition of the sole shareholder of Mivisa Envases, S.A.U. (“Mivisa”). Mivisa, based in Murcia, Spain, is a leading European manufacturer of two- and three-piece food cans and ends.

The Company will pay an enterprise value of €1.2 billion in cash and interest of €5.5 million per month from June 30, 2013 to the closing date. The Company has obtained debt financing commitments for the transaction from Citigroup Global Markets Inc., the aggregate proceeds of which, together with available cash on hand, will be sufficient for the Company to pay the purchase price and all related fees and expenses. The financing commitments provide for either an amendment to the Company’s existing senior secured credit agreement to permit the incurrence of up to $960 million of new term A loans under the Company’s existing credit agreement and $700 million of new term B loans under the existing credit agreement or a new senior secured credit agreement to provide for the incurrence of $1.2 billion of revolving credit facilities, $1.18 billion of term A loans, €110 million of term euro loans and $700 million of term B loans (a portion of the proceeds of the new credit agreement would refinance the loans and commitments under the Company’s existing senior secured credit facility). The proposed new facilities would mature on the fifth anniversary of the closing date, other than the proposed term B loan facility which would mature on the seventh anniversary. The Company may seek alternative forms of financing in addition to or in lieu of the financing commitments.

The Purchase Agreement contains, among other things, representations and warranties of Seller, covenants and termination rights. Seller has agreed to various covenants and agreements, including, among others, agreements to (i) conduct its business and the business of its subsidiaries in the ordinary course during the period between the execution of the Purchase Agreement and the closing date; (ii) repay the Company for the amount of any dividends, distributions or certain other forms of leakage from the Mivisa group, plus interest; and (iii) not directly or indirectly, solicit for employment or employ certain Mivisa executives for a period following the closing. Additionally, certain managers are providing certain representations regarding Mivisa in the form of a management warranty agreement between the managers and the Company.

The closing is subject to the fulfillment of various closing conditions, including, among others, (i) receipt of approval under the European Union Merger Regulation from the European Commission; (ii) receipt of approvals from antitrust regulators in certain other jurisdictions; and (iii) the absence of any restraint by any governmental authority. The closing is not subject to a financing or funding condition.

If necessary to obtain approval of the transaction from relevant competition authorities, the Company has agreed to certain divestiture and other commitments principally related to the Company’s food can operations. The Company has agreed to pay Seller a transaction payment of €41 million if (i) the transaction is not consummated prior to September 5, 2014; (ii) if the European Commission determines that the transaction is impermissible; or (iii) subject to the satisfaction of certain conditions, the Purchase Agreement is terminated due to the breach by either party of its material obligations with respect to the application for antitrust approvals, in each case only if Seller is not in material breach of any of its material obligations and such breach has resulted in a required antitrust approval not being obtained.

3

The Purchase Agreement permits the Company and Seller to terminate the Purchase Agreement under certain circumstances, including, among others, (i) by mutual agreement of the Company and Seller; (ii) by either party if the other breaches any of its material obligations with respect to the antitrust approval process; (iii) by either party if the European Commission determines that the transaction is impermissible; and (iv) by either party upon notice to the other after September 5, 2014 (but only if such party is not in material breach of its material obligations under the Purchase Agreement at the time of such notice).

The foregoing description of the Purchase Agreement and financing commitment does not purport to be complete.

Item 7.01. Regulation FD Disclosure

The Company issued a press release on October 31, 2013 announcing the execution of the Purchase Agreement, a copy of which is furnished as Exhibit 99.1.

The information in this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

The following is furnished as an exhibit to this report.

99.1 Crown Holdings, Inc. press release dated October 31, 2013.

4

SIGNATURE

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.

CROWN HOLDINGS, INC.

By:	/s/ Kevin C. Clothier
	Kevin C. Clothier
	Vice President and Corporate Controller

Dated: October 31, 2013

5

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press release, dated October 31, 2013, issued by Crown Holdings, Inc.

6

EX-99.1

News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599

CROWN HOLDINGS ANNOUNCES ACQUISITION OF MIVISA ENVASES

Philadelphia, PA - October 31, 2013. Crown Holdings, Inc. (NYSE: CCK), a global leader in consumer packaging, today announced that it has entered into an agreement to acquire Mivisa Envases, SAU, a leading Spanish manufacturer of two- and three-piece food cans and ends, from certain investment funds managed by affiliates of The Blackstone Group L.P., N+1 Mercapital and management, in a cash transaction valued at €1.2 billion. The acquisition, which is subject to review by the European Commission and other competition authorities, is expected to close during 2014 and to be earnings accretive. Debt financing has been fully committed in support of the transaction.

With sales of €555 million and EBITDA of €133 million for the audited fiscal year ended June 30, 2013, Mivisa, based in Murcia, Spain, is the largest food can producer in both the Iberian Peninsula and Morocco. Primarily serving the vegetable, fruit, fish and meat segments, Mivisa currently operates ten manufacturing facilities, including six in Spain and one in Morocco.

Commenting on the transaction, Crown Chairman and Chief Executive Officer, John W. Conway, stated, “We are excited about the acquisition of Mivisa, as it will significantly build upon Crown’s existing position in the strategically important European food can segment by substantially increasing our presence in Spain, one of Europe’s leading agricultural economies. Mivisa has demonstrated impressive sales and profitability growth in recent years through prudent investment, highly efficient manufacturing practices, focused innovation and excellent customer relationships. We believe that adding this well-performing business to our broad network of food can operations in Europe will result in compelling benefits to both customers and shareholders.”

Citigroup Global Markets Inc. acted as exclusive financial advisor to Crown and provided committed financing for the transaction.

Investor Webcast

Crown Holdings will host a webcast today, October 31, 2013, at 10:00 am EDT. All interested parties are invited to listen to the call live via Crown’s internet site at www.crowncork.com by clicking on the “For Investors” tab. A replay of the webcast will be available approximately two hours after the call. Participants who wish to participate in the webcast via teleconference may dial (630) 395-0420 or toll-free (888) 995-9566 and the access password is “packaging.” An audio-only replay will be available for a one-week period ending at midnight on November 7th. The telephone numbers for the replay are (203) 369-0661 or toll-free (866) 411-8823.

About Crown Holdings, Inc.

Headquartered in Philadelphia, PA, Crown Holdings, Inc. (NYSE: CCK) is a leading manufacturer of packaging products for consumer marketing companies around the world. Crown makes a wide range of metal packaging for food, beverage, household and personal care and industrial products and metal vacuum closures and caps. As of December 31, 2012, the Company operated 149 plants located in 41 countries, employing 21,856 people.

Page 1 of 2

News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including the Company’s ability to close the transaction in 2014, or at all; whether the transaction will be approved by the European Commission or other competition authorities; whether the transaction will be accretive to the Company’s earnings; whether sales and profits of Mivisa will continue to grow; whether the combination of the Company and Mivisa will provide benefits to customers and shareholders; and whether the operations of Mivisa can be successfully integrated into the Company’s operations. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of Crown to differ are discussed under the caption “Forward Looking Statements” in Crown’s Form 10-K Annual Report for the year ended December 31, 2012 and in subsequent filings made prior to or after the date hereof. Crown does not intend to review or revise any particular forward-looking statement in light of future events.

For more information, contact:

Thomas A. Kelly, Senior Vice President and Chief Financial Officer, (215) 698-5341, or

Thomas T. Fischer, Vice President Investor Relations, (215) 552-3720

Page 2 of 2