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 16, 2018

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))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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 16, 2018, Silgan Holdings Inc., or the Company, issued an irrevocable notice of redemption to the holders of its outstanding 5% Senior Notes due 2020, or the 5% Notes, for the redemption of all $280 million aggregate principal amount of its remaining outstanding 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 16, 2018 at a redemption price of 100 percent of their outstanding principal amount plus accrued and unpaid interest up to the date of redemption.  The Company will fund this redemption with revolving loan borrowings under its senior secured credit facility and cash on hand.

Section 8—Other Events

Item 8.01.  Other Events.

On March 16, 2018, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the redemption of all of its outstanding 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 16, 2018 announcing the redemption of all of the Company's outstanding 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 19, 2018

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated March 16, 2018 announcing the redemption of all of the Company's outstanding 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 REDEMPTION OF ALL

OF ITS OUTSTANDING 5% SENIOR NOTES

STAMFORD, CT, March 16, 2018 -- 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 on April 16, 2018 of all $280 million aggregate principal amount of its remaining outstanding 5% Senior Notes due 2020.  The Company originally issued $500 million aggregate principal amount of its 5% Senior Notes in 2012 and then had redeemed $220 million aggregate principal amount of its 5% Senior Notes in 2017.  Pursuant to the terms of the indenture governing the 5% Senior Notes, the Company will redeem all $280 million aggregate principal amount of its remaining outstanding 5% Senior Notes on April 16, 2018 at a redemption price of 100 percent of their principal amount plus accrued and unpaid interest up to the redemption date.  The Company will fund this redemption with revolving loan borrowings under its senior secured credit facility and cash on hand.

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Silgan is a leading supplier of rigid packaging for consumer goods products with annual net sales of approximately $4.1 billion in 2017.  Silgan operates 100 manufacturing facilities in North and

SILGAN HOLDINGS

March 16, 2018

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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, personal care, 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 2017 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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