UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2022
SILGAN HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | 000-22117 | 06-1269834 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | file number) | Identification No.) |
| | | |
| 4 Landmark Square | | |
| Stamford, | Connecticut | | 06901 |
| (Address of principal executive offices) | | (Zip Code) |
(203) 975-7110
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | SLGN | Nasdaq Global Select Market |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 2—Financial Information
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On February 24, 2022, Silgan Holdings Inc., or the Company, issued an irrevocable notice of redemption to the holders of its outstanding 4¾% Senior Notes due 2025, or the 4¾% Notes, for the redemption on March 28, 2022 of all $300 million aggregate principal amount of its outstanding 4¾% Notes. The 4¾% Notes were issued and the redemption of the 4¾% Notes will be effected pursuant to the terms of the Indenture, dated as of February 13, 2017, between the Company and U.S. Bank National Association, as trustee. The 4¾% Notes will be redeemed on March 28, 2022 at a redemption price of 100 percent of their outstanding principal amount, plus accrued and unpaid interest up to the date of redemption. The Company will fund this redemption with revolving loan borrowings under its senior secured credit facility and cash on hand.
Section 8—Other Events
Item 8.01 Other Events.
On February 24, 2022, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the redemption of all of its outstanding 4¾% Senior Notes due 2025.
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | | | | |
| Exhibit No. | | | Description |
| 99.1 | | |
| |
| | | |
| 104 | | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
| |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| SILGAN HOLDINGS INC. |
| | |
| | |
| By: | /s/ Frank W. Hogan, III |
| | Frank W. Hogan, III |
| | Senior Vice President, General |
| | Counsel and Secretary |
Date: February 24, 2022
