8-K

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): February 6, 2017

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-22117	06-1269834
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4 Landmark Square, Stamford, Connecticut	06901
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (203) 975-7110

N/A

(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 8—Other Events

Item 8.01.    Other Events.

On February 6, 2017, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing its plans for new senior notes offerings, subject to favorable market conditions, in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

Section 9—Financial Statements and Exhibits

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description

99.1            Press Release dated February 6, 2017 announcing new senior notes offerings.

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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
		Frank W. Hogan, III
		Senior Vice President, General Counsel
			and Secretary
Dated: February 6, 2017

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INDEX TO EXHIBITS

Exhibit No.Description

99.1            Press Release dated February 6, 2017 announcing new senior notes offerings.

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EX-99.1

EXHIBIT 99.1

News
For Immediate Release
	4 Landmark Square Suite 400
	Stamford, CT  06901
	Telephone:    (203) 975-7110
	Fax:                (203) 975-7902
	Contact:
	Robert B. Lewis
	(203) 406-3160

SILGAN ANNOUNCES NEW SENIOR NOTES OFFERINGS

STAMFORD, CT, February 6, 2017 -- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of rigid packaging for consumer goods products, announced today that it plans to offer $300 million aggregate principal amount of senior unsecured notes maturing on March 15, 2025 and €450 million aggregate principal amount of senior unsecured notes maturing on March 15, 2025, in each case subject to favorable market conditions.  Silgan intends to use the net proceeds from the U.S. Dollar notes offering to prepay a portion of its outstanding U.S. Dollar term loans and repay a portion of its outstanding revolving loans under its senior secured credit facility.  Silgan intends to use the net proceeds from the Euro notes offering to prepay all outstanding Euro term loans and repay a portion of its outstanding revolving loans under its senior secured credit facility and to repay certain foreign bank revolving and term loans of certain of its non-U.S. subsidiaries.

The notes being offered by Silgan will not initially be registered under the Securities Act of 1933, as amended, or the Securities Act, or under any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The notes will be offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. This press release does not constitute an offer to sell any security and shall

SILGAN HOLDINGS

February 6, 2017

Page 2

not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

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Silgan is a leading supplier of rigid packaging for consumer goods products with annual net sales of approximately $3.6 billion in 2016.  Silgan operates 87 manufacturing facilities in North and South America, Europe and Asia.  Silgan is a leading supplier of metal containers in North America and Europe and a leading worldwide supplier of metal, composite and plastic closures for food and beverage products.  In addition, Silgan is a leading supplier of plastic containers for shelf-stable food and personal care products in North America.

Statements included in this press release which are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934, as amended.  Such forward-looking statements are made based upon management's expectations and beliefs concerning future events impacting the Company and therefore involve a number of uncertainties and risks, including, but not limited to, those described in the Company's Annual Report on Form 10-K for 2015 and other filings with the Securities and Exchange Commission.  Therefore, the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward-looking statements.

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