SILGAN HOLDINGS INC. (NASDAQ:SLGN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On February13, 2017, Silgan Holdings Inc., or the Company,
completed the issuance and sale of $300 million of its
4³<sub>% Senior Notes due 2025
(the Dollar Notes) and 650million of its 3¹% Senior Notes due 2025
(the Euro Notes and, together with Dollar Notes, the Notes) in a
previously announced private placement in reliance on Rule 144A
and Regulation S under the Securities Act of 1933, as amended.
The Notes were sold to that certain Purchase Agreement, dated
February8, 2017 among the Company and Merrill Lynch, Pierce,
Fenner Smith Incorporated and Merrill Lynch International, as
representatives of the initial purchasers named therein (the
Initial Purchasers), which Purchase Agreement was filed by the
Company with its Current Report on Form 8-K filed on February10,
2017. The Notes were issued to, and are governed by, that certain
Indenture, dated as of February13, 2017 (the Indenture), by and
among the Company, U.S. Bank National Association, as trustee,
Elavon Financial Services DAC, UK Branch, as paying agent in
respect of the Euro Notes, and Elavon Financial Services DAC, as
registrar and transfer agent in respect of the Euro
Notes.</sub>

_{The net
proceeds from the sale of the Dollar Notes were approximately
$296.2 million and the net proceeds from the sale of the Euro
Notes were approximately 643.2million, in each case after
deducting the Initial Purchasers discount and estimated offering
expenses. The Company used the net proceeds from the sale of the
Dollar Notes to prepay a portion of its outstanding US Dollar
term loans and repay a portion of its outstanding revolving loans
under its senior secured credit facility. The Company used a
portion of the net proceeds from the sale of the Euro Notes to
prepay all of its outstanding Euro term loans under its senior
secured credit facility. The Company intends to use the remaining
net proceeds from the sale of the Euro Notes to repay its
outstanding Euro revolving loans under its senior secured credit
facility, to repay certain other foreign bank revolving and term
loans of certain of its non-U.S. subsidiaries and to redeem, on
or after April1, 2017, a portion of the Companys outstanding 5%
Senior Notes due 2020, or the 5% Notes, and pay the applicable
redemption premium therefor.}

_{The Notes
are general senior unsecured obligations of the Company and rank
equally in right of payment with the Companys existing and future
unsecured unsubordinated indebtedness, including its existing 5%
Notes and 5¹% Senior Notes due
2022, and ahead of the Companys existing and future subordinated
debt. In addition, the Notes are effectively subordinated to all
of the Companys secured debt to the extent of the assets securing
such debt, including indebtedness under its senior secured credit
facility. None of the Companys subsidiaries are initially
guaranteeing the Notes, and therefore the Notes are structurally
subordinated to the indebtedness and other liabilities (including
trade payables) of the Companys subsidiaries.}

_{The Dollar
Notes will bear interest at a rate of 4³% per annum and the
Euro Notes will bear interest at a rate of 3¹% per annum. The
Indenture provides that interest on the Notes is payable
semiannually in cash in arrears on March15 and September15 of
each year, beginning on September15, 2017, and the Notes mature
on March15, 2025.}

<sub>Under the
Indenture, the Company has the right to redeem the Dollar Notes,
in whole or in part, at any time on or after March15, 2020
initially at 102.375% of their principal amount, plus accrued and
unpaid interest to the redemption date, declining ratably
annually to 50% of their principal amount, plus accrued and
unpaid interest to the redemption date, on or after March15,
2022. Under the Indenture, the Company also has the right to
redeem the Euro Notes, in whole or in part, at any time on or
after March15, 2020 initially at 101.625% of their principal
amount, plus accrued and unpaid interest to the redemption date,
declining ratably annually to 50% of their principal amount, plus
accrued and unpaid interest to the redemption date, on or after
March15, 2022. to the Indenture, at any time before March15,
2020, the Company also has the right to redeem the Dollar Notes,
in whole or in part, at a redemption</sub>

_{price equal
to 50% of their principal amount plus a make-whole premium as
provided in the Indenture, together with accrued and unpaid
interest to the redemption date. to the Indenture, at any time
before March15, 2020, the Company also has the right to redeem
the Euro Notes, in whole or in part, at a redemption price equal
to 50% of their principal amount plus a make-whole premium as
provided in the Indenture, together with accrued and unpaid
interest to the redemption date. In addition, before March15,
2020, the Company has the right to redeem up to 35% of the
aggregate principal amount of outstanding Dollar Notes with the
proceeds from sales of certain kinds of capital stock of the
Company at a redemption price equal to 104.750% of their
principal amount, plus accrued and unpaid interest to the
redemption date. Before March15, 2020, the Company also has the
right to redeem up to 35% of the aggregate principal amount of
outstanding Euro Notes with the proceeds from sales of certain
kinds of capital stock of the Company at a redemption price equal
to 103.250% of their principal amount, plus accrued and unpaid
interest to the redemption date. In the event of a Change of
Control Repurchase Event (as defined in the Indenture), each
holder of the Notes has the right to require the Company to
purchase such holders Notes at a price of 101% of their principal
amount, plus accrued and unpaid interest to the date of
purchase.}

_{The
Indenture contains certain covenants which, among other things,
limit (i)the Companys ability and the ability of its restricted
subsidiaries to create liens and engage in sale and leaseback
transactions; (ii)the Companys ability to consolidate, merge or
sell all or substantially all of its assets unless the Company is
the surviving corporation or the surviving corporation or
purchaser is a U.S. entity and assumes the obligations under the
Notes and the Indenture; and (iii)the ability of the Companys
restricted subsidiaries to guarantee certain indebtedness unless
such restricted subsidiaries also guarantee the Notes as provided
in the Indenture. Such covenants are subject to a number of
important exceptions and qualifications set forth in the
Indenture.}

_{The
Indenture also contains certain customary events of default in
respect of each series of Notes, including failure to make
payments in respect of the principal amount of such series of
Notes, failure to make payments of interest on such series of
Notes when due and payable which continues for a period of 30
days, failure to comply with certain covenants and agreements for
30 days after notice thereof and certain events of bankruptcy or
insolvency. An event of default under the Indenture will allow
the trustee or the holders of at least 25% in aggregate principal
amount of the then outstanding applicable series of Notes to
declare the principal of, premium, if any, and accrued and unpaid
interest on such series of Notes to be due and payable, or in the
case of events of default involving bankruptcy or insolvency,
such principal, premium, if any, and accrued and unpaid interest
on such series of Notes will become immediately due and payable
without action from the trustee or any holder of such series of
Notes.}

_{The
foregoing description of the Indenture and the Notes does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Indenture, the Form of Dollar
Note and the Form of Euro Note, which are attached as Exhibits
4.1, 4.2 and 4.3, respectively, to this Current Report on Form
8-K and incorporated by reference herein.}

_{In addition,
on February13, 2017, the Company entered into that certain
Registration Rights Agreement with the Initial Purchasers to
which the Company has agreed to use its best efforts to (i)file
and cause to become effective a registration statement for a
registered offer to exchange the Notes for senior unsecured notes
of the Company with terms identical to the Notes and consummate
such exchange offer within 360 days after February13, 2017 or
(ii)under certain circumstances, file a shelf registration
statement for registered resales of the Notes and to keep such
shelf registration statement effective for up to one year. If
within 360 days after February13, 2017 the exchange offer
referred above is not consummated or a shelf registration
statement is not declared effective, the annual interest rate
borne by the Notes will be increased by 0.25%per annum until the
exchange offer is consummated or a shelf registration statement
is declared effective.}

_{The
foregoing description of the Registration Rights Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Registration Rights Agreement,
which is attached as Exhibit 4.3 to this Current Report on Form
8-K and incorporated by reference herein.}

_{Section2Financial
Information}

_{The
information set forth in Item1.01 above is incorporated by
reference into this Item2.03.}

_{Section9Financial
Statements and Exhibits}

About SILGAN HOLDINGS INC. (NASDAQ:SLGN)

Silgan Holdings Inc. (Silgan) is a manufacturer of rigid packaging for shelf-stable food and other consumer goods products. The Company operates through three segments: metal container, closures and plastic container. The Company’s products include steel and aluminum containers for human and pet food and general line products; metal, composite and plastic closures for food and beverage products, and custom designed plastic containers and closures for personal care, food, healthcare, pharmaceutical, household and industrial chemical, pet care, agricultural, automotive and marine chemical products. Its metal container business is engaged in the manufacture and sale of steel and aluminum containers that are used primarily by processors and packagers for food products, such as soup, vegetables, fruit, meat, tomato-based products, seafood, coffee, adult nutritional drinks, pet food and other miscellaneous food products, as well as general line metal containers primarily for chemicals.

SILGAN HOLDINGS INC. (NASDAQ:SLGN) Recent Trading Information

SILGAN HOLDINGS INC. (NASDAQ:SLGN) closed its last trading session down -0.30 at 60.20 with 301,262 shares trading hands.