Crown Holdings, Inc.
announced today that it has priced a private placement of $800 million principal amount of 4.5% senior unsecured notes due 2023 (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. IV, 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 (i) to redeem all of Crown Americas LLC's and Crown Americas Capital Corp. II's outstanding $400 million senior notes due 2017 (the "2017 Notes") and to pay redemption premiums associated therewith, (ii) to repay the equivalent of $300 million of indebtedness under the Company's senior secured term loan facilities, (iii) for general corporate purposes and (iv) for payment of related fees and expenses. 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. The Company also announced today that Crown Americas LLC and Crown Americas Capital Corp. II, each a wholly-owned subsidiary of the Company (collectively, the "Issuers"), have notified the holders of the 2017 Notes that, conditioned upon the consummation of the Company's offering of the New Notes, the Issuers will redeem the entire aggregate principal amount of the 2017 Notes outstanding on February 2, 2013 (the "Redemption Date"). The 2017 Notes will be redeemed at a price equal to 100% of the principal amount of the 2017 Notes, plus accrued and unpaid interest, if any, to the Redemption Date, plus the applicable make-whole premium (calculated in accordance with the Indenture governing the 2017 Notes). Upon completion of the redemption on the Redemption Date, none of the 2017 Notes will remain outstanding.
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