Packaging

Crown Holdings Announces Pricing of Senior Notes and Commencement of Tender Offer

Wednesday 19. January 2011 - Crown Holdings, Inc. (NYSE: CCK) announced today that it has priced a private placement of $700 million principal amount of 6.25% senior unsecured notes due 2021 (the "New Notes"). The New Notes were priced at 100% of the principal amount and will be issued by Crown Americas LLC and Crown Americas Capital Corp. III, each a subsidiary of the Company, and will be unconditionally guaranteed by the Company and substantially all of its U.S. subsidiaries.

The Company intends to use the net proceeds of the offering to retire all of Crown Americas LLC’s and Crown Americas Capital Corp.’s $600 million of outstanding senior unsecured notes due 2015 (the “2015 Notes”), to pay any fees associated with the offering of the New Notes and to pay redemption or tender premiums associated with repaying the 2015 Notes, as well as for general corporate purposes.
The New Notes will be issued through a private placement and resold by initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, or Regulation S. The New Notes will not be 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 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 2015 Notes
In conjunction with the pricing of the New Notes, the Company today announced that it has commenced a tender offer (the “Offer”) for any and all of the outstanding 2015 Notes. The Offer is being made pursuant to the terms and conditions set forth in the Company’s Offer to Purchase, dated January 18, 2011, which more fully sets forth the terms and conditions thereof. The Offer will expire at 5:00 p.m., New York City time, on February 14, 2011 (the “Expiration Time”), unless extended or earlier terminated. No tender will be valid if submitted after the Expiration Time, and tenders may be withdrawn at any time prior to 5:00 p.m., New York City time, on January 31, 2011, but not thereafter. 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 2015 Notes purchased in the Offer will be an amount in cash equal to $1,038.75 (the “Purchase Price”). Holders of 2015 Notes validly tendered and accepted for payment at or prior to 5:00 p.m., New York City time, on January 31, 2011 (the “Early Tender Deadline”) will receive $1,041.25 which represents the Purchase Price plus an early tender premium of $2.50 per $1,000 principal amount of 2015 Notes. Holders whose 2015 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 first 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 by the Company 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.