Crown Holdings Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information provided in Item 2.03 below is hereby incorporated herein by reference.
SECTION 2 - FINANCIAL INFORMATION
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. |
On May 12, 2025, Crown Holdings, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which Crown Americas LLC (the “Issuer”), a subsidiary of the Company, agreed to issue and sell to several initial purchasers, for whom BofA Securities, Inc. is acting as the representative, $700,000,000 aggregate principal amount of senior unsecured notes due 2033 (the “Notes”).
The Notes will mature on June 1, 2033 and will accrue interest at a rate of 5.875% per year. Interest on the Notes will be payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2025. The Issuer may redeem some or all of the Notes, at its option, at any time prior to June 1, 2028 by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, and a make-whole premium. Thereafter, the Issuer may redeem all or some of the Notes at applicable redemption prices. In addition, on or prior to June 1, 2028, the Issuer may redeem up to 40% of the Notes with the net cash proceeds of certain equity offerings of capital stock of the Company that are contributed as capital or are used to subscribe for qualified capital stock of the Issuer.
If the Issuer or the Company experiences a change of control repurchase event, the Issuer may be required to offer to purchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Notes are senior obligations of the Issuer. The Notes will be unconditionally guaranteed on a senior basis by the Company and, subject to applicable law and exceptions, certain of the Company’s current and future subsidiaries organized under the laws of the United States.
The Issuer and the guarantors of the Notes have agreed to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the Notes for publicly tradeable notes having substantially identical terms.
The Notes will be sold in a private placement and resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons pursuant to Regulation S of the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement attached hereto as Exhibit 10.1 which is hereby incorporated by reference herein.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this Form 8-K consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including the expected completion of the offering of the Notes, which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Other important factors that could cause the statements made in this Form 8-K or the actual results of operations or financial condition of the Company to differ include, without limitation, that the offering of the Notes is subject to a number of conditions. There can be no assurance that the offering of the Notes will be completed as described herein or at all. Other important factors are discussed under the caption “Forward Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2024 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.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit | Description | |
| Exhibit 10.1 | Purchase Agreement, dated May 12, 2025, by and among Crown Holdings, Inc., Crown Americas LLC and BofA Securities, Inc., as representative of the Initial Purchasers named in Schedule I thereto and the Guarantors (as defined therein). | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 13, 2025
| CROWN HOLDINGS, INC. | ||
| By: | /s/ Christy L. Kalaus | |
| Name: | Christy L. Kalaus | |
| Title: | Vice President and Corporate Controller | |