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    Crown Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure

    5/12/25 8:37:11 AM ET
    $CCK
    Containers/Packaging
    Industrials
    Get the next $CCK alert in real time by email
    8-K
    false 0001219601 0001219601 2025-05-12 2025-05-12 0001219601 us-gaap:CommonStockMember 2025-05-12 2025-05-12 0001219601 cck:M738DebenturesDue2026Member 2025-05-12 2025-05-12 0001219601 cck:M712DebenturesDue2096Member 2025-05-12 2025-05-12
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, DC 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report (Date of earliest event reported): May 12, 2025

     

     

    CROWN HOLDINGS, INC.

    (Exact name of Registrant as specified in its charter)

     

     

     

    Pennsylvania   001-41550   75-3099507

    (State or Other Jurisdiction of

    Incorporation or Organization)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

    14025 Riveredge Drive, Suite 300,

    Tampa, Florida 33637

    (215) 698-5100

    (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

    Not Applicable

    (Former name or former address, if changed since last report)

    SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

     

    Title of each class

     

    Trading

    Symbols

     

    Name of each exchange

    on which registered

    Common Stock $5.00 Par Value   CCK   New York Stock Exchange
    7 3/8% Debentures Due 2026   CCK26   New York Stock Exchange
    7 1/2% Debentures Due 2096   CCK96   New York Stock Exchange

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 7.01.

    Regulation FD Disclosure.

    Crown Holdings, Inc. (the “Company”) intends to offer senior unsecured notes (the “Notes”) in the aggregate principal amount of $500,000,000 that will be issued by Crown Americas LLC, a subsidiary of the Company.

    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. This 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.

    The Company intends to use the net proceeds from the offering, together with cash on hand and borrowings under the Company’s senior secured revolving credit facility, to repay the 4.750% senior notes due 2026, and to pay related fees and expenses.

    The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

    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.


    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 12, 2025

     

    CROWN HOLDINGS, INC.
    By:  

    /s/ Christy L. Kalaus

    Name:   Christy L. Kalaus
    Title:   Vice President and Corporate Controller
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