PHILADELPHIA, Jan. 18, 2011 /PRNewswire via COMTEX/ -- Crown Holdings, Inc. (NYSE: CCK) announced today that it has priced a private placement of $700 million principal amount of 6.25% senior unsecured notes due 2021 (the "New Notes"). The New Notes were priced at 100% of the principal amount and will be issued by Crown Americas LLC and Crown Americas Capital Corp. III, each a subsidiary of the Company, and will be unconditionally guaranteed by the Company and substantially all of its U.S. subsidiaries.
The Company intends to use the net proceeds of the offering to retire all of Crown Americas LLC's and Crown Americas Capital Corp.'s $600 million of outstanding senior unsecured notes due 2015 (the "2015 Notes"), to pay any fees associated with the offering of the New Notes and to pay redemption or tender premiums associated with repaying the 2015 Notes, as well as for general corporate purposes.
The New Notes will be issued through a private placement and resold by initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, or Regulation S. The New Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful.
Commencement of Tender Offer and Conditional Redemption of 2015 Notes
In conjunction with the pricing of the New Notes, the Company today announced that it has commenced a tender offer (the "Offer") for any and all of the outstanding 2015 Notes. The Offer is being made pursuant to the terms and conditions set forth in the Company's Offer to Purchase, dated January 18, 2011, which more fully sets forth the terms and conditions thereof. The Offer will expire at 5:00 p.m., New York City time, on February 14, 2011 (the "Expiration Time"), unless extended or earlier terminated. No tender will be valid if submitted after the Expiration Time, and tenders may be withdrawn at any time prior to 5:00 p.m., New York City time, on January 31, 2011, but not thereafter. The Company may amend, extend or terminate the Offer in its sole discretion.
The purchase price to be paid for each $1,000 principal amount of 2015 Notes purchased in the Offer will be an amount in cash equal to $1,038.75 (the "Purchase Price"). Holders of 2015 Notes validly tendered and accepted for payment at or prior to 5:00 p.m., New York City time, on January 31, 2011 (the "Early Tender Deadline") will receive $1,041.25 which represents the Purchase Price plus an early tender premium of $2.50 per $1,000 principal amount of 2015 Notes. Holders whose 2015 Notes are accepted in the Offer will also receive accrued and unpaid interest from and including the last interest payment date up to, but excluding, the early or final settlement date, as applicable, payable on the applicable settlement date. The early settlement date is anticipated to be the first business day after the Early Tender Deadline, and the final settlement date is expected to occur promptly following the Expiration Time, in each case subject to the terms and conditions of the Offer.
The Offer is subject to the satisfaction or waiver of various conditions described in the Offer to Purchase, including the consummation by the Company of the offering of the New Notes on terms satisfactory to the Company. The Offer is not contingent upon the tender of any minimum principal amount of Notes. The Company reserves the right to waive any one or more of the conditions at any time.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer is made only pursuant to the Offer to Purchase and related materials. Requests for information and questions regarding the Offer should be directed to Deutsche Bank Securities, at (212) 250-6429, the dealer manager for the Offer, or to D.F. King & Co., Inc., at (888) 887-1266, the information and tender agent for the Offer.
Copies of the Offer to Purchase relating to the Offer are expected to be distributed to holders beginning today. Copies of the Offer to Purchase may also be obtained at no charge from D.F. King & Co., Inc. by calling the number provided above. None of the Company, its board of directors or management, Crown Americas LLC, Crown Americas Capital Corp., the guarantors of the 2015 Notes, the dealer manager, the information agent and the tender agent nor any of their respective affiliates makes any recommendation to any holder of 2015 Notes as to whether or not to tender 2015 Notes and no one has been authorized by and of them to make such a representation. Holders of 2015 Notes must make their own decision as to whether to tender 2015 Notes, and, if so, the principal amount of 2015 Notes to tender.
Any extension, amendment or termination of the Offer by the Company will be followed as promptly as practicable by announcement published by the Company through a recognized financial news service or services (such as Business Wire) as selected by the Company.
Concurrently with the commencement of the Offer, the Company announced that Crown Americas LLC and Crown Americas Capital Corp., each a wholly-owned subsidiary of the Company (collectively, the "Issuers"), have notified the holders of the 2015 Notes that, conditioned upon the consummation of the Company's offering of the New Notes, the Issuers will redeem the entire aggregate principal amount of the 2015 Notes outstanding on February 17, 2011 (the "Redemption Date"). To the extent not purchased in the Offer, the 2015 Notes will be redeemed at a price equal to 103.875% of the principal amount of the 2015 Notes, plus accrued and unpaid interest up to, but not including, the Redemption Date. Upon completion of the redemption on the Redemption Date, none of the 2015 Notes will remain outstanding.
Payment of the redemption price will be made by The Bank of New York Mellon Trust Company on the Redemption Date upon presentation and surrender of the 2015 Notes as set forth in the redemption notice. The Company intends to use the proceeds from its issuance of the New Notes and, if necessary, other funds available to it to fund the redemption.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this press release consists of forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve a number of risks, uncertainties and other factors, which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release to differ include, without limitation, that the Company's refinancing plan, the offering of the New Notes, any anticipated tender offer for, or redemption or other repurchase of, the 2015 Notes, is subject to a number of conditions and approvals and the final terms may vary substantially as a result of market and other conditions. There can be no assurance that the Company's refinancing plan will be completed as described herein or at all. Other important factors are discussed under the caption "Forward-Looking Statements" in the Company's Form 10-K Annual Report for the year ended December 31, 2009 and in subsequent filings. The Company does not intend to review or revise any particular forward-looking statement in light of future events.
About Crown Holdings, Inc.
Crown Holdings, Inc., through its affiliated companies, is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.
For more information, contact: Thomas A. Kelly, Senior Vice President - Finance, (215) 698-5341.
SOURCE Crown Holdings, Inc.