Crown Holdings prices private placement of US$800M principal amount of 4.5% senior unsecured notes due 2023; net proceeds to be used to redeem US$400M senior notes due 2017, pay debt, general corporate expenses
January 3, 2013
– Crown Holdings, Inc. (NYSE: CCK) announced today that it has priced a private placement of $800 million principal amount of 4.5% senior unsecured notes due 2023 (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. IV, 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 (i) to redeem all of Crown Americas LLC's and Crown Americas Capital Corp. II's outstanding $400 million senior notes due 2017 (the "2017 Notes") and to pay redemption premiums associated therewith, (ii) to repay the equivalent of $300 million of indebtedness under the Company's senior secured term loan facilities, (iii) for general corporate purposes and (iv) for payment of related fees and expenses.
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.
The Company also announced today that Crown Americas LLC and Crown Americas Capital Corp. II, each a wholly-owned subsidiary of the Company (collectively, the "Issuers"), have notified the holders of the 2017 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 2017 Notes outstanding on February 2, 2013 (the "Redemption Date"). The 2017 Notes will be redeemed at a price equal to 100% of the principal amount of the 2017 Notes, plus accrued and unpaid interest, if any, to the Redemption Date, plus the applicable make-whole premium (calculated in accordance with the Indenture governing the 2017 Notes). Upon completion of the redemption on the Redemption Date, none of the 2017 Notes will remain outstanding.
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, the redemption of the 2017 Notes and the repayment of the Company's senior secured term loan facilities are 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, 2011 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.