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): June 1, 2020

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-22117	06-1269834
(State or other jurisdiction		(Commission	(I.R.S. Employer
of incorporation)		file number)	Identification No.)
4 Landmark Square
Stamford,	Connecticut		06901
(Address of principal executive offices)			(Zip Code)

(203) 975-7110

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SLGN	Nasdaq Global Select Market

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 2.01 Completion of Acquisition or Disposition of Assets.

On June 1, 2020, Silgan Holdings Inc. (the “Company”), through certain of its wholly owned subsidiaries, completed the acquisition (the “Acquisition”) of the dispensing business (the “Business”) of the Albéa Group pursuant to the Securities and Assets Sale Agreement, dated April 21, 2020 (the “SPA”), by and among Silgan Dispensing Systems Holdings Company, Silgan International Holdings B.V., Silgan Dispensing Systems Brazil Packaging Industry Ltda. and Silgan Dispensing Systems (Wuxi) Co., Ltd. (collectively, “the Buyers”), the Company, and Twist Beauty Packaging S.A.S., Twist Beauty Packaging Holdings France S.A.S., Albéa Services S.A.S., Twist Beauty Packaging Holdings Corp., Twist Beauty Packaging Holdings Mexico S. DE R.L DE CV and Albéa Packaging (Suzhou) Co. Ltd. A description of the SPA is included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2020, which description is incorporated herein by reference. Pursuant to the SPA, the Buyers and certain of their subsidiaries acquired all of the outstanding equity interests of all subsidiaries of the Albéa Group that are engaged in the Business and certain assets of a subsidiary of the Albéa Group in China related to the Business. The purchase price for the Acquisition was $900 million in cash and is subject to certain adjustments for working capital, other current assets and current liabilities and net indebtedness as provided in the SPA. The Company funded the purchase price for the Acquisition and related costs and expenses 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 June 1, 2020, the Company borrowed $900 million of delayed draw term A-1 loans under an incremental term loan commitment agreement entered into pursuant to the Company's amended and restated senior secured credit facility in order to fund the purchase price for the Acquisition and related costs and expenses. A description of the incremental term loan commitment agreement is included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2020, which description is incorporated herein by reference. A description of the Company's amended and restated senior secured credit facility is included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission on March 2, 2020, which description is incorporated herein by reference.

Section 8—Other Events

Item 8.01 Other Events.

On June 1, 2020, 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.

2

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated June 1, 2020 announcing the completion of the acquisition of Albéa's global dispensing business.
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

3

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: June 1, 2020

4

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

ALBÉA’S GLOBAL DISPENSING BUSINESS,

FURTHER STRENGTHENING ITS CLOSURES FRANCHISE

STAMFORD, CT, June 1, 2020 -- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of sustainable rigid packaging solutions for consumer goods products, announced today that it completed its acquisition of the dispensing business of the Albéa Group. This business is a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies primarily in the beauty and personal care markets. It operates a global network of 10 plants across North America, Europe, South America and Asia. This business generated sales of approximately $395 million in 2019.

The purchase price for this acquisition was $900 million, subject to adjustments outlined in the purchase agreement for this acquisition. The Company funded the purchase price for this acquisition and related costs and expenses through term and revolving loan borrowings under its senior secured credit facility, including a $900 million delayed draw term loan.

This acquisition is expected to be modestly accretive to the Company’s earnings in 2020, excluding the impact of required purchase accounting adjustments and after taking into consideration the Company’s estimate of the current negative impact caused by the coronavirus (COVID-19) crisis on the beauty and personal care markets. With this acquisition, Silgan expects to realize operational cost synergies of $20 million, on an annual run rate basis, within 18 months primarily through procurement savings, manufacturing efficiencies and reductions in general and administrative expenses. As a result, this

acquisition is expected to become more accretive as synergies are phased in over the next 18 months and customer buying patterns for the beauty and personal care markets return to more normal levels. Silgan will update its earnings estimate for the full year 2020 for this acquisition and its recent debt financing transactions when it announces its earnings results for the second quarter of 2020 in July 2020.

* * *

Silgan is a leading supplier of sustainable rigid packaging solutions for consumer goods products with annual net sales, on a pro forma basis including the dispensing business of the Albéa Group acquired on June 1, 2020, of approximately $4.9 billion in 2019. Silgan operates 110 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, personal care 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 2019 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.

* * *

XML

Cover Page	Jun. 01, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 01, 2020
Entity Registrant Name	SILGAN HOLDINGS INC
Entity Incorporation, State or Country Code	DE
Entity File Number	000-22117
Entity Tax Identification Number	06-1269834
Entity Address, Address Line One	4 Landmark Square
Entity Address, City or Town	Stamford,
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06901
City Area Code	203
Local Phone Number	975-7110
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SLGN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000849869