Section 1—Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 4, 2024, Silgan Holdings Inc. (“we,” “us” or “our”) and certain of our wholly owned subsidiaries entered into a Fifth Amendment to Amended and Restated Credit Agreement with the Lenders (as defined therein) and Wells Fargo Bank, National Association, as Administrative Agent (the “Fifth Amendment”). The Fifth Amendment amends our existing amended and restated credit agreement, dated as of March 24, 2017, as amended by the First Amendment thereto (the “First Amendment”) dated as of May 30, 2018, the Second Amendment thereto (the “Second Amendment”) dated as of February 1, 2021, the Third Amendment thereto (the “Third Amendment”) dated as of November 9, 2021 and the Fourth Amendment thereto (the “Fourth Amendment”) dated as of June 22, 2023 (as so amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, the “Existing Credit Agreement”). The Existing Credit Agreement, as amended by the Fifth Amendment, is referred to below as the “Credit Agreement.”
Pursuant to the Fifth Amendment, all outstanding revolving loans and term loans under the Existing Credit Agreement remained outstanding under the Credit Agreement (except for certain revolving loans that were repaid as described below), and the maturity dates for revolving loans and term loans under the Credit Agreement were each extended by approximately three years. The maturity date for revolving loans and the date until which revolving loans generally may be borrowed, repaid or reborrowed from time to time was extended by the Fifth Amendment to November 4, 2029 from November 9, 2026. The Fifth Amendment also extended the maturity date of the term loans to November 4, 2030 from November 9, 2027 and provides that the term loans are payable in installments as follows (expressed as a percentage of the principal amount of the term loans outstanding on the effective date of the Fifth Amendment), with the remaining outstanding principal amounts to be repaid on the maturity date of the term loans:
| | | | |
Repayment Date | | Percentage | |
December 31, 2025 | | | 1.0 | % |
December 31, 2026 | | | 5.0 | % |
December 31, 2027 | | | 10.0 | % |
December 31, 2028 | | | 10.0 | % |
December 31, 2029 | | | 10.0 | % |
The Fifth Amendment removed the springing maturity provisions from the Existing Credit Agreement, which had provided that all loans under the Existing Credit Agreement would mature 91 days prior to the maturity dates of our 31⁄4% Senior Notes due 2025 and our 1.4% Senior Secured Notes due 2026 unless such notes were refinanced or repaid prior thereto.
The Fifth Amendment also increased the aggregate amount of Euro term loans under the Credit Agreement from €700 million to €900 million, with the additional €200 million of Euro term loans being used (i) to repay €168 million of revolving loans under the Credit Agreement that were used to fund a portion of the purchase price for our acquisition of Weener Plastics Holding B.V. in October 2024, (ii) to pay fees, expenses and costs associated with the Fifth Amendment, and (iii) for other general corporate purposes.
Additionally, the Fifth Amendment improved the interest rate margin grid for term loans under the Credit Agreement, increased the uncommitted multi-currency incremental loan facility under the Credit Agreement from $1.25 billion to $1.5 billion, and released certain of our subsidiaries in the Netherlands from certain obligations under the Dutch guarantee and pledge agreement entered into in connection with the Credit Agreement.
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