UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 8, 2022, Crown Holdings, Inc. (the “Company”) entered into that certain Incremental Amendment No. 3 and Fifth Amendment (the “Amendment”) to that certain Amended and Restated Credit Agreement, dated April 7, 2017, among the Company, Crown Americas LLC, a Pennsylvania limited liability company, Crown European Holdings S.A., a corporation organized under the laws of France (the “European Issuer”), the Subsidiary Borrowers party thereto, Crown Metal Packaging Canada LP, a limited partnership organized under the laws of the Province of Ontario, Canada, Crown Cork & Seal Company, Inc., a Pennsylvania corporation, the Parent Guarantors party thereto, the other Credit Parties party thereto, the Lenders party thereto, Deutsche Bank AG Canada Branch, as Canadian administrative agent, Deutsche Bank AG London Branch, as U.K. administrative agent, and Deutsche Bank AG New York Branch, as U.S. administrative agent, as previously amended by that certain First Amendment, dated December 28, 2017, that certain Incremental Amendment No. 1, dated January 29, 2018, that certain Second Amendment, dated March 23, 2018, that certain Incremental Amendment No. 2 and Third Amendment, dated December 13, 2019, and that certain Fourth Amendment, dated October 4, 2021 (such agreement, as so amended, and as may be further amended, restated, amended and restated or otherwise modified, including by the Amendment, the “Credit Agreement”).
The Amendment, among other changes, provided for (a) a new maturity date of August 8, 2027, the fifth anniversary of the Amendment, for the Facilities (as defined in the Credit Agreement), and (b) the replacement in full of certain existing Commitments (as defined in the Existing Credit Agreement (as defined in the Credit Agreement)) under the Existing Credit Agreement as follows: (1) the replacement of the existing Dollar Revolving Commitments (as defined in the Existing Credit Agreement) with $800 million in Dollar Revolving Commitments (as defined in the Credit Agreement), (2) the replacement of the existing Multicurrency Revolving Commitments (as defined in the Existing Credit Agreement) with $800 million in Multicurrency Revolving Commitments (as defined in the Credit Agreement), (3) the replacement of the existing Canadian Revolving Commitments (as defined in the Existing Credit Agreement) with $50 million in Canadian Revolving Commitments (as defined in the Credit Agreement), (4) the replacement of the existing Term Loan A Commitments (as defined in the Existing Credit Agreement) with $1.8 billion in Term Loan A Commitments (as defined in the Credit Agreement), and (5) the replacement of the existing Term Euro Commitments (as defined in the Existing Credit Agreement) with €540 million in Term Euro Commitments (as defined in the Credit Agreement), in each case, under the Credit Agreement.
The Credit Agreement contains affirmative and negative covenants, financial covenants requiring the Company to maintain a maximum leverage ratio and a minimum interest coverage ratio, representations and warranties and events of default customary for facilities of this type.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 4.z
The Company expects to use proceeds from the Facilities to pay for the redemption of the Notes (as defined below) described in Item 8.01 below.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. |
The information provided in Item 1.01 above is hereby incorporated herein by reference.
| Item 8.01. | Other Events. |
On August 9, 2022, the European Issuer, a wholly-owned subsidiary of the Company, issued an unconditional notice of redemption to redeem (a) all of the European Issuer’s outstanding 21/4% Senior Notes due 2023 (the “21/4% Notes”), with an initial aggregate principal amount outstanding of €335 million, and (b) all of the European Issuer’s outstanding 3⁄4% Senior Notes due 2023 (the “3⁄4% Notes” and, together with the 21/4% Notes, the “Notes”) with an initial aggregate principal amount outstanding of €550 million. The Notes will be redeemed on September 9, 2022 (the “Redemption Date”) for a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date and a Make-Whole Premium (in each case, as defined in the indenture governing the applicable Notes) to be calculated in accordance with paragraph 5 of the reverse side of the Notes at least two business days prior to the Redemption Date.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits.
The following is filed as an exhibit to this report:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 10, 2022
| CROWN HOLDINGS, INC. | ||
| By: | /s/ Christy L. Kalaus | |
| Name: | Christy L. Kalaus | |
| Title: | Vice President and Corporate Controller | |