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): April 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 2 — Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 6, 2017, Silgan Holdings Inc. (the "Company"), through certain of its wholly owned subsidiaries, completed the acquisition (the "Acquisition") of the dispensing systems business (the "Business") of WestRock Company ("WestRock") pursuant to the Purchase Agreement, dated as of January 23, 2017 (the "Purchase Agreement"), by and among Silgan Holdings LLC, Silgan White Cap Holdings Spain, S.L. and Silgan Holdings B.V. (collectively, the "Buyers"), the Company, WestRock MWV, LLC, a wholly owned subsidiary of WestRock (the "Seller"), and WestRock.  A description of the Purchase Agreement is included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2017.  Pursuant to the Purchase Agreement, the Buyers and certain of their subsidiaries acquired all of the outstanding equity interests of all direct and indirect subsidiaries of the Seller that are engaged in the Business. The purchase price for the Acquisition was $1.025 billion in cash and is subject to adjustment for net working capital and certain other items as provided in the Purchase Agreement.  The Company funded the purchase price for the Acquisition through term and revolving loan borrowings under its amended and restated senior secured credit facility.

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

On April 6, 2017, the Company borrowed $800 million of delayed draw A term loans and $225 million of revolving loans under its amended and restated senior secured credit facility in order to fund the purchase price for the Acquisition.  A description of the Company's amended and restated senior secured credit facility is included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2017, which description is incorporated herein by reference.

Section 8—Other Events

Item 8.01. Other Events.

On April 6, 2017, the Company issued a press release announcing the completion of the Acquisition.  A copy of this press release is filed herewith and attached hereto as Exhibit 99.1.

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Section 9—Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The financial statements of the Business required by Item 9.01(a) of Form 8-K with respect to the Acquisition will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the due date of this Current Report on Form 8-K.

(b) Pro forma financial information

The pro forma financial information required by Item 9.01(b) of Form 8-K with respect to the Acquisition will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the due date of this Current Report on Form 8-K.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated April 6, 2017 announcing the completion of the acquisition of the dispensing systems business.

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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: April 12, 2017

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated April 6, 2017 announcing the completion of the acquisition of the dispensing systems business.

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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 COMPLETES ACQUISITION OF

DISPENSING SYSTEMS BUSINESS

STAMFORD, CT, April 6, 2017 -- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of rigid packaging for consumer goods products, announced today that it has completed its acquisition of the dispensing systems business of WestRock Company (NYSE:WRK).  This business is a leading global supplier of highly engineered triggers, pumps, sprayers and dispensing closure solutions to major branded consumer goods product companies in the home, health and beauty markets.  It operates a global network of 13 plants across North America, Europe, South America and Asia.  This business generated sales of approximately $570 million in 2016.

The purchase price for this acquisition was $1.025 billion, subject to adjustments outlined in the purchase agreement for this acquisition.  The Company funded the purchase price for this acquisition through term and revolving loan borrowings under its senior secured credit facility, including a $800 million delayed draw term loan.

This acquisition is expected to be accretive to the Company's earnings, excluding the impact of the required purchase accounting adjustments.  With this acquisition, Silgan expects to realize operational cost synergies of $15 million within 24 months, primarily through reductions in general and administrative expenses, procurement savings and manufacturing efficiencies.  As a result, this

SILGAN HOLDINGS

April 6, 2017

Page 2

acquisition will become more accretive as synergies are phased in over the next 24 months.  Silgan will update its earnings guidance for the full year 2017 for this acquisition and its recent debt financing transactions when it announces its earnings results for the first quarter of 2017 on April 26, 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 100 manufacturing facilities in North and South America, Europe and Asia.  The Company is a leading supplier of metal containers in North America and Europe for food and general line products.  The Company is also a leading worldwide supplier of metal and plastic closures and dispensing systems for food, beverage, health care, garden, home and beauty products.  In addition, the Company 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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