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): March 3, 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 2 – Financial Information

Item 2.04.  Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

On March 3, 2017, Silgan Holdings Inc., or the Company, issued an irrevocable notice of partial redemption to the holders of its 5% Senior Notes due 2020, or the 5% Notes, for the redemption of $220 million aggregate principal amount of the 5% Notes.  The 5% Notes were issued and the redemption of the 5% Notes will be effected pursuant to the terms of the Indenture, dated as of March 23, 2012, between the Company and U.S. Bank National Association, as trustee.  The 5% Notes will be redeemed on April 3, 2017 at a redemption price of 101.25% of their outstanding principal amount, or approximately $222.75 million, plus accrued and unpaid interest up to the date of redemption.  The Company will fund this redemption using a portion of the net proceeds it received from its recent issuance of €650 million of its 3 ¼% Senior Notes due 2025.  As a result of this redemption, the Company will incur a loss on early extinguishment of debt of approximately $0.05 per diluted share.

Section 8—Other Events

Item 8.01.  Other Events.

On March 3, 2017, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the partial redemption of the 5% Senior Notes due 2020.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated March 3, 2017 announcing the partial redemption of the 5% Senior Notes due 2020.

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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

Date: March 3, 2017

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated March 3, 2017 announcing the partial redemption of the 5% Senior Notes due 2020.

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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 PARTIAL REDEMPTION

OF ITS OUTSTANDING 5% SENIOR NOTES

STAMFORD, CT, March 3, 2017 -- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of rigid packaging for consumer goods products, announced today that it has given an irrevocable notice for the redemption of $220 million aggregate principal amount of its outstanding 5% Senior Notes due 2020. Prior to this redemption, the Company had outstanding $500 million of its 5% Senior Notes, and accordingly following this redemption the Company will continue to have outstanding $280 million of its 5% Senior Notes.  The redemption date for this partial redemption is April 3, 2017. Pursuant to the terms of the indenture governing the 5% Senior Notes, the Company will redeem $220 million aggregate principal amount of the 5% Senior Notes at a redemption price of 101.25% of their principal amount, or $222.75 million, plus accrued and unpaid interest up to the redemption date.  The Company will fund this partial redemption from a portion of the net proceeds it received from its recent issuance of €650 million of its 3 ¼% Senior Notes due 2025.  As a result of this redemption, the Company will incur a loss on early extinguishment of debt of approximately $0.05 per diluted share.

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SILGAN HOLDINGS

March 3, 2017

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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 vacuum 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 2016 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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