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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2024

 

 

CROWN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Pennsylvania   001-41550   75-3099507

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

14025 Riveredge Drive, Suite 300,
Tampa, Florida 33637
(215) 698-5100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

 

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

Title of each class

  

Trading
Symbols

  

Name of each exchange

on which registered

Common Stock $5.00 Par Value   CCK   New York Stock Exchange
7 3/8% Debentures Due 2026   CCK26   New York Stock Exchange
7 1/2% Debentures Due 2096   CCK96   New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

 

 

 

Item 7.01.

Regulation FD Disclosure.

Crown Holdings, Inc. (the “Company”) intends to offer senior unsecured notes (the “Notes”) in the aggregate principal amount of €600,000,000 that will be issued by Crown European Holdings S.A., a subsidiary of the Company.

The Notes will be sold in a private placement and resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S of the Securities Act. The Notes have not been 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 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 intends to use the net proceeds from the offering, together with cash on hand, to pay at maturity the Company’s outstanding 2.625% senior notes due in September 2024 and to pay related fees and expenses.

The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this Form 8-K consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including the expected completion of the offering of the Notes, which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Other important factors that could cause the statements made in this Form 8-K or the actual results of operations or financial condition of the Company to differ include, without limitation, that the offering of the Notes is subject to a number of conditions. There can be no assurance that the offering of the Notes will be completed as described herein or at all. Other important factors are discussed under the caption “Forward Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2023 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

SIGNATURE

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.

Dated: July 30, 2024

 

CROWN HOLDINGS, INC.
By:  

/s/ Christy L. Kalaus

Name:   Christy L. Kalaus
Title:   Vice President and Corporate Controller
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Document and Entity Information
Jul. 30, 2024
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Document Period End Date Jul. 30, 2024
Entity Registrant Name CROWN HOLDINGS, INC.
Entity Incorporation State Country Code PA
Entity File Number 001-41550
Entity Tax Identification Number 75-3099507
Entity Address, Address Line One 14025 Riveredge Drive
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Tampa
Entity Address, Postal Zip Code 33637
City Area Code (215)
Local Phone Number 698-5100
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Pre Commencement Issuer Tender Offer false
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Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock $5.00 Par Value
Trading Symbol CCK
Security Exchange Name NYSE
Seven And 38 Debentures Due 2026 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 7 3/8% Debentures Due 2026
Trading Symbol CCK26
Security Exchange Name NYSE
Seven And 12 Debentures Due 2096 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 7 1/2% Debentures Due 2096
Trading Symbol CCK96
Security Exchange Name NYSE
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