CROWN HOLDINGS INC true 0001219601 0001219601 2019-12-12 2019-12-12 0001219601 us-gaap:CommonStockMember 2019-12-12 2019-12-12 0001219601 cck:SevenAnd38DebenturesDue2026Member 2019-12-12 2019-12-12 0001219601 cck:SevenAnd12DebenturesDue2096Member 2019-12-12 2019-12-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

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 12, 2019

CROWN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Pennsylvania |  | 0-50189 |  | 75-3099507
(State or Other Jurisdiction of Incorporation or Organization) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

770 Township Line Road

Yardley, Pennsylvania 19067

(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. ☐

Explanatory Note

On December 18, 2019, Crown Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the U.S. Securities and Exchange Commission announcing, among other things, that the Company had entered into that certain Amendment (as defined in the Original Form 8-K) to its credit agreement.

This Current Report on Form 8-K/A to the Original Form 8-K is being filed to:

(i) | amend and restate the last paragraph of Item 1.01 of the Original Form 8-K to read as follows:

“The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.”

(ii) | amend Item 9.01(c) of the Original Form 8-K to include a new sentence, which reads as follows, and to file as Exhibit 4.1 hereto and thereto a copy of the Amendment:

“The following is filed as an exhibit to this report.

| 4.1. | Incremental Amendment No. 2 and Third Amendment to Amended and Restated Credit Agreement, dated as of December 13, 2019, among Crown Americas LLC, Crown European Holdings S.A., Crown Metal Packaging Canada LP, each of the Subsidiary Borrowers from time to time party thereto Crown Holdings, Inc., Crown Cork & Seal Company, Inc. and Crown International Holdings, Inc., each other Credit Party from time to time party thereto, Deutsche Bank AG New York Branch, Deutsche Bank AG London Branch, Deutsche Bank AG, Canada Branch, and the various Lenders referred to therein.”

Except as set forth herein, no other modifications have been made to the information contained in the Original Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01. | Financial Statements and Exhibits.

| (d) | Exhibits:

Exhibit |  |  | Description
| Exhibit 4.1 |  |  | Incremental Amendment No. 2 and Third Amendment to Amended and Restated Credit Agreement, dated as of December 13, 2019, among Crown Americas LLC, Crown European Holdings S.A., Crown Metal Packaging Canada LP, each of the Subsidiary Borrowers from time to time party thereto Crown Holdings, Inc., Crown Cork & Seal Company, Inc. and Crown International Holdings, Inc., each other Credit Party from time to time party thereto, Deutsche Bank AG New York Branch, Deutsche Bank AG London Branch, Deutsche Bank AG, Canada Branch, and the various Lenders referred to therein.
| Exhibit 104 |  |  | Cover Page Interactive Data File (embedded within the XBRL file)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 28, 2020

CROWN HOLDINGS, INC.
By: |  | /s/ David A. Beaver
Name: |  | David A. Beaver
Title: |  | Vice President and Corporate Controller