Amendment to Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K/A Amendment to Current Report HTML 26K
2: EX-23 Consent of Experts or Counsel HTML 6K
3: EX-99.1 Miscellaneous Exhibit HTML 116K
4: EX-99.2 Miscellaneous Exhibit HTML 331K
5: EX-99.3 Miscellaneous Exhibit HTML 334K
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Explanatory
Note
This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed by Crown Holdings, Inc. (the "Company") on April 6, 2018 (the "Original 8-K"). We amended the Original 8-K to include the historical financial statements of Signode Industrial Group Holdings (Bermuda) Ltd. (“Signode”), which was acquired by the Company on April 3, 2018, and the pro forma financial information required by Item 9.01 of Form 8-K. This Amendment No. 2 on Form 8-K further amends, and should be read together with, the Original 8-K and the Amendment No. 1, principally to include additional pro forma financial information for the nine months ended September
30, 2018 and the historical financial statements of Signode for the three months ended March 30, 2018 and 2017, which were not required to be included in the Original 8-K or Amendment No. 1. Additionally, the historical financial statements of Signode for the year ended December 31, 2017 were included in Amendment No. 1; however, have been amended and included in this Amendment No.2 to include condensed combining financial information required to comply with the objectives of disclosure requirements under Rule 3-10(g) of Regulation S-X.
Crown Americas LLC, Crown Americas Capital Corp. IV, Crown Americas Capital Corp. V and Crown Americas Capital Corp. VI, 100% owned subsidiaries of
Crown, have issued and outstanding $1,000 million principal amount of 4.5% senior notes due 2023, $400 million principal amount of 4.25% senior notes due 2026, and $875 million principal amount of 4.75% senior notes due 2026, (collectively, the debt) which are fully and unconditionally guaranteed by Crown Holdings, Inc. and substantially all of its subsidiaries in the United States. Subsequent to the acquisition, Signode's operating subsidiaries in the United States also guarantee the debt. Signode is 100% owned by Crown and guarantees are made on a joint and several basis. Signode Industrial Group Holdings (Bermuda) Ltd. (“Signode Parent”) was incorporated in Bermuda and does not guarantee the debt.
The
Company is providing this information so that it may be incorporated by reference in a prospectus, included within Form S-4, being filed today by the Company in connection with its offer to exchange the $875 million principal amount of 4.75% senior notes due 2026.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
Audited consolidated balance sheet as of December
31, 2017 and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows of Signode, together with the related notes (amended), are incorporated by reference as Exhibit 99.2 to this report.
Unaudited consolidated balance sheet as of March 31, 2018 and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for the three months ended March 31, 2018 and 2017 of Signode, together with the related notes, are incorporated by reference as Exhibit
99.3 to this report.
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.
