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SLGN > SEC Filings for SLGN > Form 8-K on 6-Sep-2013All Recent SEC Filings

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Form 8-K for SILGAN HOLDINGS INC


6-Sep-2013

Entry into a Material Definitive Agreement, Other Events, Financial Statement


Item 1.01. Entry into a Material Definitive Agreement.

On September 4, 2013, Silgan Holdings Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with the Initial Purchasers named therein (the "Initial Purchasers"). Pursuant to the Purchase Agreement, the Company agreed to sell $300 million aggregate principal amount of its 5 1/2% Senior Notes due 2022 (the "5 1/2% Notes") to the Initial Purchasers in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The closing for the sale of the 5 1/2% Notes is subject to customary conditions and is expected to occur on or about September 9, 2013. The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities and will contribute to payments the other party may be required to make in respect thereof.

The net proceeds from the offering of the 5 1/2% Notes will be approximately $294.3 million after deducting the Initial Purchasers' discount and estimated offering expenses. The Company intends to use the net proceeds from the sale of the 5 1/2% Notes to repay outstanding revolving loans under its senior secured credit agreement.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.



Item 8.01. Other Events.

On September 4, 2013, the Company issued a press release announcing the pricing of the 5 1/2% Notes. A copy of this press release is furnished herewith as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                  Description

10.1              Purchase Agreement dated September 4, 2013 among Silgan Holdings
                  Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                  Wells Fargo Securities, LLC, Citigroup Global Markets Inc.,
                  Goldman, Sachs & Co. and Deutsche Bank Securities Inc., as
                  representatives of the Initial Purchasers named therein.

99.1              Press Release dated September 4, 2013 announcing the pricing of
                  the 5 1/2% Senior Notes due 2022.


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