Exhibit 99.d
CROWN AMERICAS LLC
LETTER TO CLIENTS
for
OFFER TO EXCHANGE
all outstanding 5.250% Senior Notes Due 2030
for
5.250% Senior Notes Due 2030
that have been registered under the Securities Act of 1933
144A CUSIP Number: U20330 AA1; Regulation S CUSIP Number: U20330 AA1
To Our Clients:
Enclosed for your consideration is a Prospectus, dated 2022 (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Crown Americas LLC (the “Company”) to exchange each $1,000 principal amount of their 5.250% Senior Notes due 2030 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement (the “Registration Statement”) of which the Prospectus is a part, for each $1,000 principal amount of their outstanding 5.250% Senior Notes due 2030 (the “Old Notes”), of which $500 million aggregate principal amount is outstanding. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in that certain Registration Rights Agreement, dated as of March 17, 2022, by and among Crown Holdings, Inc., the Company, each of Citigroup Global Markets Inc., BNP Paribas Securities Corp. and Mizuho Securities USA LLC as representatives of the initial purchasers, and the Guarantors (as defined therein), relating to the $500 million 5.250% Senior Notes due 2030.
The material is being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. A tender of any Old Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender any or all of the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us to tender your Old Notes.
Your instructions to us should be forwarded to us as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on 2022, unless extended (the “Expiration Date”). Old Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount at maturity of the New Notes for each $1,000 principal amount at maturity of the Old Notes. The terms of the New Notes are substantially identical (including principal amount, interest rate, maturity, security and ranking) to the terms of the Old Notes, except that the New Notes are freely transferable by holders thereof (except as provided in the Prospectus).