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o
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Emerging growth company o
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. o
Item
1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 28, 2017, Crown Holdings, Inc. (the “Company”) entered into the First Amendment to the Amended and Restated Credit Agreement (the “Amendment”), among Crown Americas LLC (“Crown Americas”), a wholly-owned indirect subsidiary of the Company,
as U.S. Borrower, Crown European Holdings S.A., a wholly-owned indirect subsidiary of the Company (“Crown European Holdings”), as European Borrower, CROWN Metal Packaging Canada LP, a wholly-owned indirect subsidiary of the Company, as Canadian Borrower, the Subsidiary Borrowers named therein, the Company, Crown International Holdings, Inc. and Crown Cork & Seal Company, Inc., as Parent Guarantors, Deutsche Bank AG New York Branch, as Administrative Agent, Deutsche Bank AG London Branch, a U.K. Administrative Agent, Deutsche Bank AG Canada Branch, as Canadian Administrative Agent, and Lenders referred to therein. The Amendment, among other changes, amends the restrictive covenants regarding indebtedness
and liens to permit incurrence of debt that may be used to fund the previously announced acquisition of Signode Industrial Group Holdings (Bermuda) Ltd. (“Signode”) from The Carlyle Group and certain other sellers, and, in the case of each of the following, upon the closing of the Signode acquisition, includes a customary excess cash flow mandatory prepayment, extends the timetable for compliance with the total leverage ratios and increases the amount of the revolving facility.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which will be filed as an exhibit to the Company’s next annual report on Form 10-K.
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
