PHILADELPHIA, June 23, 2014 /PRNewswire/ -- Crown
Holdings, Inc. (NYSE: CCK) announced today that it intends to offer
€500 million in aggregate principal amount of senior unsecured
notes due 2022 (the "New Notes"), subject to market conditions. The
New Notes would be issued by Crown European Holdings S.A., a
subsidiary of the Company, and would be unconditionally guaranteed
by the Company and certain of its subsidiaries.
The Company intends to use the net proceeds of this offering,
together with other available funds, to retire all of Crown
European Holdings' outstanding €500 million senior unsecured notes
due 2018 with ISIN codes XS0511127929 and XS0511127689 (the "2018
Notes"), to pay fees and expenses associated with the offering of
the New Notes and to pay redemption and/or tender premiums
associated with repaying the 2018 Notes.
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 the United
States under Regulation S under the Securities Act. The New
Notes would not be registered under the Securities Act and could
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
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 June 23, 2014, which more fully sets forth the
terms and conditions thereof. The Offer will expire at
5:00 p.m. Central European Time (CET)
(11:00 a.m. Eastern Daylight Time
(EDT)), on July 22, 2014 (the
"Expiration Time"), unless extended or earlier terminated. No
tender will be valid if submitted after the Expiration Time.
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 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
5:00 p.m. CET on July 7, 2014 (the "Early Tender Deadline") will
receive €1,042.21, which represents the Purchase Price plus an
early tender premium of €20.00 per €1,000 principal amount of 2018
Notes. Holders whose 2018 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
second 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 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 BNP Paribas, at +44 20 7595 8668, or The Royal Bank of
Scotland plc, at +44 20 7085 5991,
the dealer managers for the Offer, or to Lucid Issuer Services
Limited, at +44 7704 0880 or at crown@lucid-is.com, 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 Lucid
Issuer Services Limited by calling the number provided above. None
of the Company, its board of directors or management, Crown
European Holdings, the guarantors of the 2018 Notes, the dealer
managers, the information and tender agent nor any of their
respective affiliates makes any recommendation to any holder of
2018 Notes as to whether or not to tender 2018 Notes and no one has
been authorized by any of them to make such a representation.
Holders of 2018 Notes must make their own decision as to whether to
tender 2018 Notes, and, if so, the principal amount of 2018 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 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 Crown European Holdings
of at least €500 million.
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 December 31,
2013 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 subsidiaries, is a leading
supplier of packaging products to consumer marketing companies
around the world. World headquarters are located in Philadelphia, Pennsylvania. For more
information, visit www.crowncork.com.
For more information, contact: Thomas A.
Kelly, Senior Vice President and Chief Financial Officer,
(215) 698-5341 or Thomas T. Fischer,
Vice President, Investor Relations and Corporate Affairs, (215)
552-3720.
SOURCE Crown Holdings, Inc.