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): October 4, 2021

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 8—Other Events

Item 8.01 Other Events.

On October 4, 2021, the Registrant announced that it had acquired Easytech Closures S.p.A., an Italian entity that manufactures and sells easy-open and sanitary metal ends used with metal containers primarily for food applications in Europe. For additional information regarding this announcement, refer to Exhibit 99.1 filed with this Current Report on Form 8-K.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated October 4, 2021 announcing the acquisition of Easytech.
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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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: October 4, 2021

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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 ACQUIRES EASYTECH

Acquisition Expands Easy-Open Metal End Manufacturing Capacity

STAMFORD, CT, October 4, 2021 -- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of sustainable rigid packaging solutions for consumer goods products, announced today that it has acquired Easytech Closures S.p.A. This business manufactures and sells easy-open and sanitary metal ends used with metal containers primarily for food applications in Europe. It operates a manufacturing facility in Fisciano, Italy and is projected to generate approximately €38 million, or approximately $45 million, in sales and approximately €6.6 million, or approximately $7.8 million, in adjusted EBITDA in 2021.

“Easytech is a leading manufacturer of a broad portfolio of metal ends, including easy-open metal ends, in the European market. We have had an excellent long-standing business relationship with Easytech and have great respect for its owners and management team. We are excited to now welcome Easytech to the Silgan team,” said Adam Greenlee, President and CEO. “This acquisition will allow our combined businesses to more effectively and efficiently utilize existing capacity for metal ends, reduce capital investment in the near term and accelerate completion of an on-going cost reduction program. Our acquisition of Easytech is yet another example of our strategy to build shareholder value through a disciplined capital allocation model. We now look forward to the successful integration of our three recent acquisitions,” concluded Mr. Greenlee.

SILGAN HOLDINGS

October 4, 2021

Page 2

The purchase price for this acquisition was €31.5 million, or $36.5 million, subject to customary adjustments including for net debt and working capital. With this acquisition, Silgan expects to realize annual synergies as a result of this acquisition of approximately €4.1 million, or approximately $4.9 million, within 12 months primarily through procurement savings and increased capacity utilization. Silgan funded the purchase price for this acquisition with revolving loan borrowings under its senior secured credit facility.

This acquisition is expected to be slightly accretive to the Company’s earnings in 2021, excluding the impact of required purchase accounting adjustments, with additional accretion expected in 2022.

* * *

Silgan is a leading supplier of sustainable rigid packaging solutions for consumer goods products with annual net sales of approximately $4.9 billion in 2020. Silgan operates 113 manufacturing facilities in North and South America, Europe and Asia. The Company is a leading worldwide supplier of dispensing and specialty closures for food, beverage, health care, garden, home, personal care and beauty products. The Company is also a leading supplier of metal containers in North America and Europe for food and general line products. In addition, the Company is a leading supplier of custom 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 2020 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	Oct. 04, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 04, 2021
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