Philadelphia, PA – July 8, 2014. Crown Holdings, Inc. (NYSE: CCK) (the “Company”) today announced the early settlement date and the results of the early tender period for its previously announced tender offer (the “Offer”) to purchase any and all of Crown European Holdings S.A.’s €500 million of outstanding senior unsecured notes due 2018 with ISIN codes XS0511127929 and XS0511127689 (the “2018 Notes”).
As of 5:00 p.m., Central European time, on July 7, 2014, the previously announced early tender deadline (the “Early Tender Deadline”), according to information provided by the tender agent, €357,976,000 principal amount of the 2018 Notes, representing 71.60% of the principal amount outstanding, had been validly tendered and not validly withdrawn. The Company has accepted for purchase all such 2018 Notes. Holders of such 2018 Notes will receive €1,042.21 per €1,000 principal amount of the 2018 Notes, plus any accrued and unpaid interest up to, but not including, the early settlement date. The early settlement date for such 2018 Notes is expected to be July 9, 2014.
The Offer will expire at 5:00 p.m., Central European time, on July 22, 2014, unless extended (the “Expiration Time”). Holders of 2018 Notes that are validly tendered after the Early Tender Deadline but before the Expiration Time will receive €1,022.21 per €1,000 principal amount of the 2018 Notes, plus any accrued and unpaid interest up to, but not including, the final settlement date.
The Offer is subject to the satisfaction or waiver of various conditions described in the Offer to Purchase, dated June 23, 2014 (the “Offer to Purchase”). The Offer is not contingent upon the tender of any minimum principal amount of 2018 Notes. The Company reserves the right to waive any one or more of the conditions at any time.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer is made only pursuant to the Offer to Purchase and related materials. Requests for information and questions regarding the Offer should be directed to BNP Paribas, at +44 20 7595 8668, or The Royal Bank of Scotland plc, at +44 20 7085 5991, the dealer managers for the Offer, or to Lucid Issuer Services Limited, at +44 7704 0880 or at email@example.com, the information and tender agent for the Offer.
Copies of the Offer to Purchase may be obtained at no charge from Lucid Issuer Services Limited by calling the number or emailing the email address provided above. None of the Company, its board of directors or management, Crown European Holdings, the guarantors of the 2018 Notes, the dealer managers, the information and tender agent nor any of their respective affiliates makes any recommendation to any holder of 2018 Notes as to whether or not to tender 2018 Notes and no one has been authorized by any of them to make such a representation. Holders of 2018 Notes must make their own decision as to whether to tender 2018 Notes, and, if so, the principal amount of 2018 Notes to tender.
Any extension, amendment or termination of the Offer by the Company will be followed as promptly as practicable by announcement published by the Company through a recognized financial news service or services (such as Reuters or Bloomberg) as selected by the Company.
As previously announced, to the extent not repurchased in the Offer or otherwise, the Company intends to redeem the 2018 Notes at a redemption price equal to the principal amount of 2018 Notes redeemed plus a “make-whole” premium as of, and accrued and unpaid interest up to, but not including, July 27, 2014 (the “Redemption Date”). Upon completion of the redemption on the Redemption Date, none of the 2018 Notes will remain outstanding.
Payment of the redemption price will be made by The Bank of New York Mellon, as trustee for the 2018 Notes, on the Redemption Date upon presentation and surrender of the 2018 Notes as set forth in the redemption notice sent to holders of the 2018 Notes on June 27, 2014.
Except for historical information, all other information in this press release consists of forward- looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including that the Offer and the redemption of the 2018 Notes are each subject to a number of conditions, and that the final terms of the Offer may vary as a result of market and other conditions, that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. There can be no assurance that the Offer or the redemption of the 2018 Notes will be completed on the terms described herein or at all. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of the Company to differ are discussed under the caption “Forward-Looking Statements” in the Company's Form 10-K Annual Report for the year ended December 31, 2013, the Offer to Purchase and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.
About Crown Holdings, Inc.
Crown Holdings, Inc., through its subsidiaries, is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania. For more information, visit www.crowncork.com.
For more information, contact: Thomas A. Kelly, Senior Vice President and Chief Financial Officer, (215) 698-5341 or Thomas T. Fischer, Vice President, Investor Relations and Corporate Affairs, (215) 552-3720.