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
Central European Time (CET) (
11:00 a.m. Eastern Daylight Time
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
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.