Form 8-K - Current report

SILGAN HOLDINGS INC false 0000849869 0000849869 2024-07-24 2024-07-24

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 24, 2024

 

 

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		000-22117		06-1269834
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

 

4 Landmark Square Stamford, Connecticut				06901
(Address of principal executive offices)				(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		SLGN		New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

 

 

 

---

Section 7—Regulation FD

 

Item 7.01

Regulation FD Disclosure.

On July 24, 2024, Silgan Holdings Inc., or the Company, will be giving a presentation regarding its proposed acquisition of Weener Plastics Holding B.V., or Weener. A copy of the slides to be used in such presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Section 8—Other Events

 

Item 8.01

Other Events.

On July 24, 2024, the Company announced it entered into a sale and purchase agreement to acquire Weener, a leading producer of differentiated dispensing solutions for personal care, food and healthcare products, for an enterprise value of €838 million. Weener operates a global network of 19 facilities predominantly in Europe and the Americas, with approximately 4,000 employees and proprietary manufacturing technologies including significant clean room capabilities. For the twelve months ended May 31, 2024, Weener generated sales of approximately €450 million. The Company expects to close the acquisition of Weener in the fourth quarter of 2024, and it is subject to applicable regulatory approvals and certain other customary conditions. The purchase price for this proposed acquisition is subject to certain adjustments set forth in the sale and purchase agreement. The Company expects to fund the purchase price for this proposed acquisition with a combination of cash on hand and borrowings under its senior secured credit facility.

On July 24, 2024, the Company issued a press release regarding the Company’s proposed acquisition of Weener. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Section 9—Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Investor Presentation Slides, dated July 24, 2024
99.2		Press Release dated July 24, 2024, announcing an agreement to acquire Weener Plastics Holding B.V.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

---

Forward-Looking Statements

Statements included in this Current Report on Form 8-K which are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934, as amended. Such forward looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company, including the Company’s proposed acquisition of Weener, and therefore involve a number of uncertainties and risks, including, but not limited to, those described in the Company’s Annual Report on Form 10-K for 2023 and other filings with the Securities and Exchange Commission. Therefore, the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward looking statements.

---

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
		Frank W. Hogan, III
		Executive Vice President, General Counsel and Secretary

Date: July 24, 2024

Sustainable Packaging for the World’s Essential Products Acquisition of Weener Packaging July 24, 2024 Exhibit 99.1

---

PRESENTATION NOTES This presentation, and the statements made during the course of this presentation, are not intended to and do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities. Statements made in or during the course of this presentation which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made based upon management’s expectations, assumptions, beliefs, estimates and projections, many of which by their nature are inherently uncertain and beyond Silgan’s control. Accordingly, such forward-looking statements are not guarantees or promises of future performance or events and involve known and unknown risks that could cause such future performance or events to differ materially from those expressed or implied in such forward-looking statements. Additionally, such forward-looking statements only speak as of the date of this presentation, and except to the extent required by the U.S. federal securities laws, Silgan neither assumes nor undertakes any obligation to update or revise any of such forward-looking statements. You are advised to read and consider the numerous risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2023 and our other filings with the Securities and Exchange Commission. Certain market, industry or similar data contained in this presentation are based upon estimates by our management. While management believes that such estimates are reasonable, in certain cases such estimates cannot be verified by information available from independent sources. While we are not aware of any misstatements regarding any market, industry or similar data contained in this presentation, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed in the paragraph above. Financial and other information of Weener has been provided by Weener and has not been audited or verified by Silgan. The information in this presentation is as of the date on the cover page of this presentation unless otherwise stated. All company names and trademarks used in this presentation are the property of their respective owners and are used in this presentation for identification purposes only. This presentation can be found on our website at www.silganholdings.com

---

Generally accepted accounting principles in the United States are commonly referred to as GAAP. A non-GAAP financial measure is generally defined as a financial measure that purports to measure financial performance, financial position or liquidity but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. Adjusted EBIT, EBITDA, adjusted EBITDA, adjusted net income per diluted share and the ratios, returns and margins calculated therefrom as contained in this presentation are unaudited supplemental measures of our financial performance, financial position or liquidity that are not required by, or presented in accordance with, GAAP and therefore are non-GAAP financial measures. These non-GAAP financial measures should not be considered as alternatives to income before interest and income taxes (EBIT), net income per diluted share, net income, net cash provided by operating activities or any other measures derived in accordance with GAAP. Such non-GAAP financial measures should not be considered in isolation or as a substitute for any financial data prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. We include such non-GAAP financial measures in this presentation because we consider them to be important supplemental measures of our financial performance, financial condition and liquidity which we believe provide a more complete understanding of the Company than could be obtained absent such non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to the most comparable GAAP financial data is included in the Appendix section of this presentation and is available with this presentation on Silgan’s website at: https://www.silganholdings.com/investor-information/events-and-presentations/presentations/default.aspx. The following non-GAAP financial measures are used in this presentation and are defined as follows. “Adjusted EBIT” means income before interest and income taxes (EBIT) as adjusted for acquired intangible asset amortization, other pension income for U.S. pension plans, rationalization charges, purchase accounting write-up of inventory, the net loss from former operations in Venezuela, new plant start-up costs and costs attributed to announced acquisitions. “EBITDA” means income before interest and income taxes (EBIT) plus depreciation and amortization (D&A). “Adjusted EBITDA” of Silgan means Adjusted EBIT plus depreciation. “Adjusted Net Income per Diluted Share” means net income per diluted share as adjusted for acquired intangible asset amortization, other pension income for U.S. pension plans, rationalization charges, the European Commission settlement, costs attributed to announced acquisitions, loss on early extinguishment of debt and the purchase accounting write-up of inventory. “Adjusted EBITDA” of Weener means income before interest and income taxes plus depreciation and amortization, acquisition related costs, rationalization charges, equity income from joint ventures, non-recurring shareholder related costs, non-recurring legal expense and other non-recurring costs. NON-GAAP FINANCIAL MEASURES

---

Executing Our Value Creation Strategy Build and enhance franchise positions Deploy strong Free Cash Flow Earnings growth and value creation Sustainable competitive advantage Supply best value in industry by focusing on unique needs of customers Growth through targeted acquisitions Other cash deployment to drive shareholder value Top tier earnings growth in Packaging sector Consistent long-term shareholder value creation

---

Market leading positions with barriers to entry Broadening consumer end market category exposure Enhanced organic growth opportunity Strengthening margin profile Best-in-class assets at attractive returns Extending new and existing partnerships with the world’s strongest brands Expanding addressable markets through new technology and innovation Continuing Portfolio Evolution 2018 Adjusted EBITDA³ 2013 Adjusted EBITDA³ 2023 Pro Forma (PF)⁴ Adjusted EBITDA³ (1) WestRock Dispensing Business (2) Albéa Dispensing Business (3) Excludes Corporate (4) 2023 Pro Forma (PF) Adjusted EBITDA combines Silgan 2023 Adjusted EBITDA and Weener 2023 Adjusted EBITDA as well as expected synergies from the proposed acquisition Refer to Slides 12-15 for reconciliations of GAAP to non-GAAP financial amounts and calculations of Adjusted EBITDA and Pro Forma Adjusted EBITDA. Organic Volume Outlook: Flat Organic Volume Outlook: +Low - mid single digits Organic Volume Outlook: +Low single digits

---

Enterprise value of €838M LTM May 2024 Revenue of approximately €450M, Adjusted EBITDA €96M Annual synergy target of approximately €20M Expected to be achieved within 18 months of closing 26% Synergy Adjusted EBITDA margin Debt financing available under existing credit agreement Expected pro-forma year-end 2024 net debt / adjusted EBITDA: within 2.5-3.5x target range Expected to close in the fourth quarter of 2024 Approximately 10% EPS accretion expected to be realized once fully integrated and expected synergies achieved Accretive to adjusted EPS and Free Cash Flow in 2025 Transaction Details Best-in-Class Franchise Businesses at Compelling Values Post-synergy EBITDA Margin 21% 20%² 25% 32% 41%¹ 25% Pre-synergy EV/Adj. EBITDA Post-synergy EV/Adj. EBITDA (1) Reflects pre-synergy EBITDA margin (2) Reflects 2023 EBITDA margin (source: Factset) Public comp: AptarGroup; data source for public comp: FactSet Note: Gateway and Unicep post-synergy multiples include impact of certain tax benefits. Refer to Slide 12 for reconciliations of GAAP to non-GAAP financial amounts and calculation of Adjusted EBITDA for Weener.

---

LTM May 2024 Revenue of approximately €450M, Adjusted EBITDA €96M 2019 – 2023 Organic Sales CAGR: 6% 2019 – 2023 Organic Adjusted EBITDA CAGR: 8% 19 well-capitalized operating facilities with operations in 12 countries Significant clean room capabilities Approximately 4,000 employees Leading positions in personal care, food and healthcare end markets Innovative, differentiated, high value add product portfolio Active innovation pipeline Long term contracts with raw material pass-throughs Blue chip customer base Strong sustainability profile Weener Overview Weener 2023 Revenue Refer to Slide 12 for reconciliation of GAAP to non-GAAP financial amounts and calculation of Adjusted EBITDA for Weener

---

Market Leading Positions With Differentiated Products Personal Care Healthcare Food Market Growth Outlook + Low to mid single digits + Mid to high single digits + Low to mid single digits Products Weener 2023 End Markets Silgan PF DSC End Markets¹ Silgan 2023 DSC End Markets Silgan PF DSC End Markets reflects Silgan 2023 DSC End Markets combined with Weener 2023 End Markets Note: End market revenue breakdowns are approximate and based on management estimates +Low to mid single digits +mid to high single digits +Low to mid single digits

---

Best-in-Class Growth With Top Tier Margins Best in class Growth Top Tier EBITDA Margins 2023 Pro Forma (2023PF) combines Silgan DSC Adjusted EBITDA for 2023 and Weener Adjusted EBITDA for 2023 as well as expected synergies from the proposed acquisition Public comp: AptarGroup; data source for public comp data: FactSet and company presentations Refer to slides 12-15 for reconciliations of GAAP to non-GAAP amounts and calculations of Adjusted EBITDA and Pro Forma Adjusted EBITDA

---

Continuing to Create Value Through Unique Business Model Focused leadership team Proven segment management Customer-focused Metric-driven culture Track record of value creation Disciplined deployment of free cash flow Core competency in M&A Long-term focus Constancy of purpose Our cash deployment model gives us the flexibility to selectively grow and create franchise positions in the packaging industry

---

Appendix A: Reconciliation of Non-GAAP Financial Measures

---

Appendix Note: Income before interest and income taxes for Weener includes certain adjustments to convert IFRS accounting to US GAAP accounting.

---

Appendix

---

Appendix Refer to slide 12 for Weener financial information Expected Synergies from the proposed acquisition 2023PF combines Silgan Dispensing and Specialty Closures 2023 Adjusted EBITDA and Weener 2023 Adjusted EBITDA plus expected synergies from the proposed acquisition

---

Appendix Refer to Slide 14 for the calculation of Dispensing & Specialty Closures 2023 PF Adjusted EBITDA Refer to slide 13 for the calculation of Metal Containers and Custom Containers 2023 Adjusted EBITDA

Exhibit 99.2

 

SILGAN ANNOUNCES AGREEMENT TO

ACQUIRE WEENER PACKAGING

Acquisition Will Expand Leading Global Dispensing and Specialty Closures Franchise

Investor Conference Call at 9:00 a.m. ET on July 24, 2024

STAMFORD, CT, July 24, 2024 — Silgan Holdings Inc. (NYSE: SLGN), a leading supplier of sustainable rigid packaging solutions for the world’s essential consumer goods products, announced today that it has entered into a sale and purchase agreement to acquire Weener Plastics Holdings B.V., a leading producer of differentiated dispensing solutions for personal care, food and healthcare products for an enterprise value of €838 million. Weener operates a global network of 19 facilities predominantly in Europe and the Americas, with approximately 4,000 employees and proprietary manufacturing technologies including significant clean room capabilities.

“The proposed acquisition of Weener represents the continuation of our strategy to expand our global Dispensing and Specialty Closures franchise and a clear example of the effectiveness of our disciplined capital allocation model to create value for our shareholders,” said Adam Greenlee, President and CEO. “The combination of Weener’s innovative product offering, advanced manufacturing technologies and efficient operating footprint, strong customer relationships and presence in growing consumer markets, including personal and health care, complements our existing dispensing business well. As with prior acquisitions in Dispensing and Specialty Closures, Weener has established its market position through innovation, cost leadership and an intense focus on partnering with their customers to meet demanding market requirements,” continued Mr. Greenlee. “As the Silgan portfolio continues to evolve, we believe we are well positioned to succeed in the market as the dispensing partner of choice by maintaining our relentless focus on being the best at what we do and meeting the unique needs of our customers,” concluded Mr. Greenlee.

For the twelve months ended May 31, 2024, Weener generated sales of approximately €450 million and adjusted EBITDA of €96 million. Silgan expects to realize operational cost synergies of approximately €20 million within 18 months following the closing of the proposed acquisition. These synergies are expected to be achieved through a combination of procurement savings, manufacturing efficiencies and other operational synergies. The acquisition is expected to be accretive to adjusted earnings per share in 2025.

---

The proposed acquisition is expected to close in the fourth quarter of 2024 and is subject to applicable regulatory approvals and certain other customary conditions. The purchase price for this proposed acquisition is subject to adjustments set forth in the purchase agreement. Silgan expects to fund the purchase price for this proposed acquisition with a combination of cash on hand and borrowings under its senior secured credit facility.

Wells Fargo and J.P. Morgan Securities LLC are serving as financial advisors to Silgan on this transaction.

Conference Call

Silgan Holdings Inc. will hold a conference call to discuss the proposed acquisition at 9:00 a.m. eastern time on Wednesday, July 24, 2024. The conference call audio will be webcast live, and the webcast, accompanying slide presentation and this press release can be accessed at www.silganholdings.com. Those who wish to participate in the conference call via teleconference from the U.S. and Canada should dial [phone] and from outside the U.S. and Canada should dial [phone]. The confirmation code for the conference call is 1770906. The audio webcast can be accessed at www.silganholdings.com and will be available for 90 days thereafter for those who are unable to listen to the live call.

* * *

Silgan is a leading supplier of sustainable rigid packaging solutions for the world’s essential consumer goods products with annual net sales of approximately $6.0 billion in 2023. Silgan operates 105 manufacturing facilities in North and South America, Europe and Asia. The Company is a leading worldwide supplier of dispensing and specialty closures for fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden products. The Company is also a leading supplier of metal containers in North America and Europe for pet and human food and general line products. In addition, the Company is a leading supplier of custom containers for shelf-stable food and personal care products in North America.

Contact:

Alexander Hutter

Vice President, Investor Relations

[e-mail]

203-406-3187

 

2

Document and Entity Information	Jul. 24, 2024
Cover [Abstract]
Entity Registrant Name	SILGAN HOLDINGS INC
Amendment Flag	false
Entity Central Index Key	0000849869
Document Type	8-K
Document Period End Date	Jul. 24, 2024
Entity Incorporation State Country Code	DE
Entity File Number	000-22117
Entity Tax Identification Number	06-1269834
Entity Address, Address Line One	4 Landmark Square
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06901
City Area Code	(203)
Local Phone Number	975-7110
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	SLGN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---