CCK

Business Context and Reporting Period

Company: Crown Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 8, 2024
Principal Executive Offices: Tampa, Florida
Reporting Entity: The filing primarily concerns Crown European Holdings S.A., a wholly-owned subsidiary of the Company.

Key Financial Metrics and Transaction Details

This filing reports the completion of a debt offering rather than periodic operating results. Key transaction metrics include:

• Instrument: 4.500% Senior Unsecured Notes due 2030.
• Aggregate Principal Amount: €600,000,000.
• Interest Rate: 4.500% per year, payable semi-annually (January 15 and July 15).
• Maturity Date: January 15, 2030.
• Use of Proceeds: To pay at maturity the Issuer's outstanding 2.625% senior notes due in September 2024 and to pay related fees and expenses.
• Guarantees: Unconditionally guaranteed on a senior basis by Crown Holdings, Inc. and certain subsidiaries.

Material Changes and Debt Structure

The filing details a material change in the Company's capital structure through the creation of a direct financial obligation. The new Notes are senior obligations of the Issuer and are unsecured. The transaction involves refinancing existing debt maturing in September 2024 with a longer-term instrument maturing in 2030. The Notes were sold in a private placement to qualified institutional buyers and non-U.S. persons.

Guidance, Risks, and Covenants

Redemption Terms:

• Pre-October 15, 2029: The Issuer may redeem Notes at 100% of principal plus accrued interest and a make-whole premium.
• On or after October 15, 2029: The Issuer may redeem Notes at 100% of principal plus accrued interest.

Change of Control: In the event of a change of control repurchase event, the Issuer may be required to offer to purchase the Notes at 101% of their principal amount plus accrued interest. Covenants: The indenture limits the ability of the Company and its subsidiaries to create liens, engage in sale and leaseback transactions, or merge/consolidate with other companies, subject to exceptions. Forward-Looking Statements: The filing includes standard cautionary language regarding risks and uncertainties that could cause actual results to differ from forward-looking statements, referencing the Company's Form 10-K for the year ended December 31, 2023.

Investor Verification Checklist

• Verify the exact exchange rate used to convert the €600,000,000 principal amount to USD for financial statement impact.
• Confirm the specific terms of the "make-whole premium" calculation for early redemption prior to October 15, 2029.
• Review the list of specific subsidiaries providing guarantees under the indenture (Exhibit 4.1).
• Assess the impact of the new 4.500% interest rate on future interest expense compared to the refinanced 2.625% notes.
• Check for any subsequent filings regarding the actual repayment of the September 2024 notes using these proceeds.