UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 20, 2006
SILGAN HOLDINGS INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-22117 06-1269834
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4 Landmark Square, Stamford, Connecticut 06901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 975-7110
N/A
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(Former name or former address, if changed since last report)
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(17
CFR 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))
Section 1 -- Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
We and certain of our wholly owned subsidiaries entered into the Third Amendment
to Credit Agreement with the lenders party to the credit agreement referred to
below and Deutsche Bank AG New York Branch, as administrative agent (the "Third
Amendment"), which Third Amendment became effective on December 20, 2006. The
Third Amendment amends our existing credit agreement, dated as of June 30, 2005,
with Deutsche Bank AG New York Branch, as administrative agent, Bank of America,
N.A. and Morgan Stanley Bank, as co-syndication agents, BNP Paribas and JPMorgan
Chase Bank, N.A., as co-documentation agents, Deutsche Bank Securities Inc. and
Banc of America Securities LLC, as joint lead arrangers and joint book manager,
and the lenders party thereto from time to time, as amended by the First
Amendment to Credit Agreement and US Pledge Agreement, dated as of December 19,
2005 and effective as of December 22, 2005, and the Second Amendment to the
Credit Agreement, dated as of May 23, 2006 and effective as of June 1, 2006
(such credit agreement, as so amended, the "Credit Agreement").
The Third Amendment, among other things, provides for an additional tranche of a
CAD $45,000,000 incremental term loan (the "Canadian B Incremental Term Loan"),
which was made available to Silgan Plastics Canada Inc., one of our wholly-owned
Canadian subsidiaries, and provides that the Canadian B Incremental Term Loan
will not reduce the uncommitted incremental loan facility of up to USD
$350,000,000 available to us under the Credit Agreement. Except as noted, the
Canadian B Incremental Term Loan was provided on materially the same terms and
conditions as our previously incurred Canadian incremental term loan under the
Credit Agreement.
The CAD $45,000,000 proceeds of the Canadian B Incremental Term Loan were used,
along with cash on hand, to finance our previously announced acquisition of
substantially all of the assets of Cousins-Currie Limited, a Canadian plastic
blow molder.
The Canadian B Incremental Term Loan matures on June 30, 2012 and is repayable
in installments as follows:
Canadian B Incremental Term Loan
Scheduled Repayment Date Amount
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December 31, 2009 CAD $ 2,250,000
December 31, 2010 CAD $ 2,250,000
December 31, 2011 CAD $ 2,250,000
June 30, 2012 CAD $ 38,250,000
The Canadian B Incremental Term Loan is (i) secured by all of the collateral
pledged under the Credit Agreement and (ii) guaranteed by the guarantors under
the Credit Agreement, in each case to the same extent that our previously
existing and outstanding Canadian incremental term loan under the Credit
Agreement is secured and guaranteed. In addition, interest on the Canadian B
Incremental Term Loan will accrue at the same rate and upon the same terms as
our existing and outstanding Canadian incremental term loan.
The foregoing description of the Third Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Third
Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
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Section 2 -- Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of Registrant.
The information provided under Item 1.01 of this Current Report is incorporated
herein by reference to the extent applicable.
Section 9 -- Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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10.1 Third Amendment to Credit Agreement, dated as of December
19, 2006 and effective as of December 20, 2006, among Silgan
Holdings Inc., Silgan Containers Corporation, Silgan
Plastics Corporation, Silgan Containers Manufacturing
Corporation, Silgan Can Company, Silgan Plastics Canada
Inc., 827599 Ontario Inc., the lenders party to the Credit
Agreement from time to time and Deutsche Bank AG New York
Branch, as Administrative Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SILGAN HOLDINGS INC.
By: /s/ Frank W. Hogan, III
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Frank W. Hogan, III
Senior Vice President, General Counsel
and Secretary
Date: December 27, 2006
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Third Amendment to Credit Agreement, dated as of December
19, 2006 and effective as of December 20, 2006, among Silgan
Holdings Inc., Silgan Containers Corporation, Silgan
Plastics Corporation, Silgan Containers Manufacturing
Corporation, Silgan Can Company, Silgan Plastics Canada
Inc., 827599 Ontario Inc., the lenders party to the Credit
Agreement from time to time and Deutsche Bank AG New York
Branch, as Administrative Agent.
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