Silgan Holdings, Trivium Packaging To Combine Metal Packaging Businesses In $3.4B Transformational Deal

Creates a $7.3 Billion Diversified Global Metal Packaging Business Providing Recyclable Solutions for Food and Beverage MarketsEstablishes Two Differentiated Packaging Platforms, Metal Packaging and Dispensing Solutions, with Enhanced Flexibility to Create Value for Shareholders and CustomersMetal Packaging Partnership with American Industrial Partners Provides ~$2.3 Billion of Cash Proceeds to Silgan and 60% Ownership in the PartnershipTransaction Expected to Drive at least 15% Accretion to Silgan Adjusted EPS and Free Cash Flow, Including Expected Synergies of $225 MillionSilgan to Host Conference Call Today at 8:00 a.m. ETSilgan Holdings Inc. (NYSE:SLGN) ("Silgan" or the "Company"), Trivium Packaging B.V. ("Trivium"), and funds affiliated with American Industrial Partners ("AIP") today announced a proposed transaction that will combine Silgan's Metal Containers segment and Food and Beverage Flat Cap Closures businesses with Trivium to create Silgan Metal Containers and Closures ("Silgan MCC"). The combination is a transformational next step that accelerates Silgan’s portfolio evolution and will create a best-in-class global supplier of metal packaging for essential consumer products, with complementary operations principally in North America and Europe.The all-cash acquisition values Trivium at an enterprise value of approximately $3.4 billion, representing 7.1x last twelve months ("LTM") Adjusted EBITDA, or 4.8x LTM Adjusted EBITDA including expected synergies of $225 million1. The transaction also values Silgan’s contributed Metal Containers segment and Food and Beverage Flat Cap Closures businesses at an enterprise value of $3.8 billion, representing 8.1x LTM Adjusted EBITDA1.In connection with the formation and capitalization of Silgan MCC, Silgan will receive approximately $2.3 billion of cash proceeds, which will be used to retire certain existing debt, and retain 60% controlling ownership interest in Silgan MCC. AIP will own the remaining 40% interest and contribute approximately $1.0 billion of cash equity to support the acquisition and future growth of the business. The remaining Silgan MCC capitalization will be provided by fully-committed debt financing, and the partnership will establish an independent balance sheet that will be fully consolidated into Silgan’s financial statements.Silgan's Dispensing and Custom Containers businesses will be combined into one segment and remain wholly owned by Silgan. The new segment, which will be named Silgan Dispensing Solutions, will operate as a premium specialty packaging platform serving attractive end markets with differentiated products.The funding structure will allow Silgan to capitalize on meaningful synergies, increase flexibility to invest for growth, and position both businesses for future value creation, without requiring meaningful incremental capital on behalf of Silgan shareholders. AIP's capital contribution and industrial operating expertise will further support Silgan MCC’s value creation objectives.