Crown Holdings Announces Senior Notes Offering And Commencement Of Tender Offer For The 2018 Notes
The Company intends to use the net proceeds of this offering, together with other available funds, to retire all of
The New Notes would be issued through a private placement and resold by initial purchasers to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended, and to persons outside
Commencement of Tender Offer and Conditional Redemption of 2018 Notes
The Company has also announced that, concurrently with the offering of the New Notes, it has commenced a tender offer (the "Offer") for any and all of the outstanding 2018 Notes. The Offer is being made pursuant to the terms and conditions set forth in the Company's Offer to Purchase, dated
The purchase price to be paid for each €1,000 principal amount of 2018 Notes purchased in the Offer will be an amount in cash equal to €1,022.21 (the "Purchase Price"). Holders of 2018 Notes validly tendered and accepted for payment at or prior to
The Offer is subject to the satisfaction or waiver of various conditions described in the Offer to Purchase, including the consummation 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
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
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 it intends to issue a conditional notice of redemption to redeem any 2018 Notes at a redemption price equal to the principal amount of 2018 Notes redeemed plus a "make-whole" premium as of, and accrued and unpaid interest to, the redemption date. The redemption notice is conditioned upon the consummation of the offering of the New Notes on terms satisfactory to the Company and with gross proceeds to
The Company intends to use the proceeds from the 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, including the contemplated size of a note offering, possible completion of a note offering, the interest rate, maturity date and other terms of any notes that may be issued, the prospective impact of a note offering, plans to repay certain indebtedness (including the terms and success of such repayment and whether the conditions to a tender offer or conditional redemption are satisfied) and the potential use of proceeds of a note offering in excess of €500 million in aggregate principal amount for other general corporate purposes, which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Other 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 tender offer for, or redemption or other repurchase of, the 2018 Notes or other indebtedness of the Company, 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
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