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LONG-TERM DEBT | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
LONG-TERM DEBT | LONG-T ERM D EBT Long-term debt at December 31 was as follows:
| 2024 |  | 2023
| (Dollars in thousands)
Bank debt: |  |  |
Bank revolving loans | $ | — |  |  | $ | — |
U.S. term loans | 850,000 |  |  | 950,000 |
Euro term loans | 931,950 |  |  | — |
Other foreign bank revolving and term loans | 35,725 |  |  | 56,243 |
Total bank debt | 1,817,675 |  |  | 1,006,243 |
3¼% Senior Notes | 673,075 |  |  | 717,990 |
4⅛% Senior Notes | 600,000 |  |  | 600,000 |
2¼% Senior Notes | 517,750 |  |  | 552,300 |
1.4% Senior Secured Notes | 500,000 |  |  | 500,000 |
Finance leases | 41,673 |  |  | 63,302 |
Total debt - principal | 4,150,173 |  |  | 3,439,835 |
Less unamortized debt issuance costs and debt discount | 13,320 |  |  | 13,069 |
Total debt | 4,136,853 |  |  | 3,426,766 |
Less current portion | 716,932 |  |  | 880,315 |
| $ | 3,419,921 |  |  | $ | 2,546,451 |
A GGREGATE A NNUAL M ATURITIES The aggregate annual maturities of our debt (non-U.S. dollar debt has been translated into U.S. dollars at exchange rates in effect at the balance sheet date), excluding finance leases, are as follows (dollars in thousands):
2025 | $ | 712,416 |
2026 | 592,479 |
2027 | 181,155 |
2028 | 1,296,891 |
2029 | 179,097 |
Thereafter | 1,146,462 |
| $ | 4,108,500 |
At December 31, 2024, the current portion of our long-term debt consisted of $673.1 million of 3¼% Senior Notes due 2025, $8.5 million of U.S. term loans and $9.3 million of Euro term loans under our senior secured credit facility, $21.5 million of other foreign bank revolving and term loans and $4.5 million of finance leases. B ANK C REDIT A GREEMENT On March 24, 2017, we completed an amendment and restatement of our previous senior secured credit facility and subsequently entered into five amendments to our amended and restated senior secured credit facility, as so amended, the Credit Agreement, on each of November 4, 2024, June 22, 2023, November 9, 2021, February 1, 2021 and May 30, 2018. The most recent amendment to the Credit Agreement entered into on November 4, 2024, or the Fifth Amendment: •refinanced outstanding term loans and revolving loans thereunder and extended the maturity dates to (i) November 4, 2029 with respect to revolving loans and (ii) November 4, 2030 with respect to term loans; •increased the aggregate amount of Euro term loans thereunder from €700.0 million to €900.0 million, with the additional €200.0 million of Euro term loans being used to repay revolving loans under the Credit Agreement that were used to fund a portion of the purchase price for Weener Packaging and to pay fees, expenses and costs associated with the Fifth Amendment; •removed the springing maturity date provisions that would have shortened the maturity dates under the Credit Agreement to the date that is 91 days prior to the maturity dates of the 3¼% Senior Notes due 2025 and the 1.4% Senior Secured Notes due 2026 (unless such notes were refinanced or repaid prior thereto); •improved the interest rate margin grid for term loans; •increased the uncommitted multi-currency incremental loan facility from $1.25 billion to $1.5 billion; •amended certain covenants to provide additional flexibility; and •amended certain other terms of the Credit Agreement. The applicable margins for term loans and for revolving loans and swingline loans are reset quarterly using the applicable margin schedule based on our Total Net Leverage Ratio (as defined in the Credit Agreement). The range for the applicable margin for term loans is 0.00 percent to 0.75 percent for Base Rate Loans and 1.00 percent to 1.75 percent for Eurocurrency Rate Loans and RFR Loans (each as defined in the Credit Agreement). The range for the applicable margin for revolving loans and swingline loans is 0.00 percent to 0.50 percent for U.S. dollar-denominated Base Rate Loans and Canadian dollar-denominated Canadian Prime Rate Loans, 1.00 percent to 1.50 percent for Eurocurrency Rate Loans and RFR Loans (other than SONIA RFR Loans) and 1.0326 percent to 1.5326 percent for revolving loans maintained as SONIA RFR Loans (each as defined in the Credit Agreement). Revolving loans under the Credit Agreement generally may be borrowed, repaid and reborrowed from time to time until November 4, 2029, the maturity date for our multi-currency revolving loan facility under the Credit Agreement. Proceeds from revolving loans may be used for working capital and other general corporate purposes (including acquisitions, capital expenditures, dividends, stock repurchases and refinancings and repayments of other debt). The current outstanding term loans under the Credit Agreement ($850.0 million and €900.0 million) mature on November 4, 2030 and are repayable in installments. U.S. term loans are repayable in installments as follows: $8.5 million on December 31, 2025, $42.5 million on December 31, 2026, $85.0 million on each of December 31, 2027, 2028 and 2029 and $544.0 million on November 4, 2030. Euro term loans are repayable in installments as follows: €9.0 million on December 31, 2025, €45.0 million on December 31, 2026, €90.0 million on each of December 31, 2027, 2028 and 2029 and €576.0 million on November 4, 2030. In 2024 and 2023, we repaid $100.0 million and $50.0 million of outstanding previous U.S. term loans under the Credit Agreement, respectively. The Credit Agreement contains certain mandatory repayment provisions, including requirements to prepay loans with proceeds in excess of certain amounts received from certain assets sales. Generally, mandatory repayments are applied to the term loans and applied first to the next two scheduled amortization payments which are due on December 31 of the year of such mandatory repayment and the next succeeding year (or, if no such payment is due on December 31 of such year, to the payment due on December 31 of the immediately succeeding year or of the next succeeding year in which a payment is to be made) and, to the extent in excess thereof, pro rata to the remaining installments of the term loans. Voluntary prepayments of term loans may be applied to any tranche of term loans at our discretion and are applied to the scheduled amortization payments in direct order of maturity. Amounts repaid under the term loans may not be reborrowed. The Credit Agreement also provides us with an uncommitted multi-currency incremental loan facility for up to U.S. $1.5 billion (which amount may be increased as provided in the Credit Agreement), which may take the form of one or more incremental term loan facilities under the Credit Agreement, increased commitments under the revolving loan facility under the Credit Agreement and/or incremental indebtedness in the form of secured loans and/or notes, subject to certain limitations. The uncommitted incremental loan facility provides, among other things, that any incremental loan borrowing shall: •be denominated in a single currency, either in U.S. Dollars, Euros, Pounds Sterling or Canadian Dollars; •be in a minimum aggregate amount of at least U.S. $50.0 million; •have a maturity date no earlier than the maturity date for term loans under the Credit Agreement and a weighted average life to maturity of no less than the weighted average life to maturity of term loans under the Credit Agreement; and •be used by us and certain of our foreign subsidiaries for working capital and other general corporate purposes, including to finance acquisitions and refinance any indebtedness assumed as a part of such acquisitions, to refinance or repurchase debt as permitted and to pay outstanding revolving loans under the Credit Agreement. At December 31, 2024, we had term loan borrowings outstanding under the Credit Agreement of $850.0 million and €900.0 million, totaling U.S. denominated $1.78 billion principal amount (with Euro denominated term loans translated at exchange rates in effect at such date). At December 31, 2023, we had term loan borrowings outstanding under the Credit Agreement of $950.0 million. At December 31, 2024 and 2023, we had no revolving loans outstanding under the Credit Agreement. At December 31, 2024, the margin for term loans maintained as Eurocurrency Rate Loans and RFR Loans was 1.50 percent, and the margin for term loans maintained as Base Rate Loans was 0.50 percent. At December 31, 2024, the margin for revolving loans maintained as Eurocurrency Rate Loans or RFR Loans (other than SONIA RFR Loans) was 1.25 percent, the margin for revolving loans maintained as SONIA RFR Loans was 1.2826 percent and the margin for revolving loans maintained as Base Rate Loans and Canadian Prime Rate loans was 0.25 percent. In accordance with the Fifth Amendment, the margin for term loans and revolving loans will be reset quarterly after March 31, 2025 based upon our Total Leverage Ratio as provided in the Credit Agreement. As of December 31, 2024, the interest rate on U.S. term loans and Euro term loans under the Credit Agreement was 6.21 percent and 4.77 percent, respectively. The Credit Agreement provides for the payment of a commitment fee ranging from 0.20 percent to 0.30 percent per annum on the daily average unused portion of commitments available under the revolving loan facility (0.25 percent at December 31, 2024). The commitment fee is reset quarterly based upon our Total Net Leverage Ratio as provided in the Credit Agreement. We may utilize up to a maximum of $125.0 million of our multi-currency revolving loan facility under the Credit Agreement for letters of credit as long as the aggregate amount of borrowings of Revolving Loans under the multi-currency revolving loan facility and letters of credit do not exceed the amount of the commitment under such multi-currency revolving loan facility. The Credit Agreement provides for payment to the applicable lenders of a letter of credit fee equal to the applicable margin in effect for Revolving Loans under the multi-currency revolving loan facility, calculated on the stated amount of such letter of credit, and to the issuers of letters of credit of a fronting fee of the greater of (x) $500 per annum and (y) 0.25 percent per annum calculated on the aggregate stated amount of such letters of credit, in each case for their stated duration. For 2024, 2023 and 2022, the weighted average annual interest rate paid on term loans under the Credit Agreement was 6.4 percent, 6.5 percent and 3.2 percent, respectively; and the weighted average annual interest rate paid on revolving loans under the Credit Agreement was 6.2 percent, 6.4 percent and 3.0 percent, respectively. From time to time, we enter into interest rate swap agreements to convert interest rate exposure from variable rates to fixed rates of interest. For 2024, 2023 and 2022, the weighted average annual interest rate paid on term loans under the Credit Agreement, after consideration of our interest rate swap agreements, was 5.9 percent, 6.2 percent and 3.3 percent, respectively. See Note 10 which includes a discussion of our interest rate swap agreements. The indebtedness under the Credit Agreement is guaranteed by us, our U.S. subsidiaries and our Dutch subsidiary that is a borrower under the Credit Agreement. The stock of substantially all of our U.S. subsidiaries and certain of our Dutch subsidiaries and 65% of the stock of our Canadian and other non-U.S. subsidiaries directly owned by our U.S. subsidiaries has been pledged as security to the lenders under the Credit Agreement. The Credit Agreement contains certain financial and operating covenants which limit, subject to certain exceptions, among other things, our ability to incur additional indebtedness; create liens; consolidate, merge or sell assets; make certain advances, investments or loans; enter into certain transactions with affiliates; and engage in any business other than the packaging business and certain related businesses. In addition, we are required to meet specified financial covenants consisting of Interest Coverage and Total Net Leverage Ratios, each as defined in the Credit Agreement. We are currently in compliance with all covenants under the Credit Agreement. Because we sell metal containers and closures used in the fruit and vegetable packing process, we have seasonal sales. As is common in the packaging industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the packing season. Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to finance our working capital requirements. As a result of the Fifth Amendment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.1 million in 2024 for the write-off of unamortized debt issuance costs. 1.4% S ENIOR S ECURED N OTES On February 10, 2021, we issued $500.0 million aggregate principal amount of our 1.4% Senior Secured Notes due 2026, or the 1.4% Notes, at 99.945 percent of their principal amount. The 1.4% Notes are guaranteed on a senior secured basis by our U.S. subsidiaries that guarantee the Credit Agreement. The 1.4% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement, any of our non-U.S. subsidiaries or any of our non-wholly owned subsidiaries. The 1.4% Notes and related guarantees are secured by pledges of equity interests, or the Collateral, that are owned by us and by each subsidiary guarantor, to the extent equity interests are also pledged to secure the obligations of U.S. borrowers under the Credit Agreement. The 1.4% Notes will share equally in the Collateral with the Credit Agreement. The guarantee of each such subsidiary guarantor will be released to the extent such subsidiary no longer guarantees the Credit Agreement and in certain other circumstances, and the Collateral pledged by such subsidiary guarantor will also be released upon the release of such subsidiary guarantor’s guarantee. The 1.4% Notes and related guarantees are senior secured obligations of us and the subsidiary guarantors. The 1.4% Notes and related guarantees rank equal in right of payment with all of our and the subsidiary guarantors’ existing and future unsubordinated indebtedness, including under the Credit Agreement and our 2¼% Senior Notes due 2028, or the 2¼% Notes, our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, and our 3¼% Senior Notes due 2025, or the 3¼% Notes; are senior in right of payment to all of our and the subsidiary guarantors’ future indebtedness that is by its terms expressly subordinated in right of payment to the 1.4% Notes; rank equal in right of payment to all of our and the subsidiary guarantors’ existing and future senior secured indebtedness (including indebtedness under the Credit Agreement) that is secured by the Collateral on a first-priority basis, to the extent of the value of the Collateral; rank effectively senior to all of our and the subsidiary guarantors’ existing and future unsecured indebtedness, including the 2¼% Notes, the 4⅛% Notes, the 3¼% Notes, and indebtedness secured on a junior basis, in each case to the extent of the value of the Collateral; rank effectively junior to all existing and future indebtedness that is secured by liens on assets that do not constitute a part of the Collateral, to the extent of the value of such assets; and are structurally subordinated to all existing and future indebtedness and other liabilities of each of our existing and future subsidiaries that do not guarantee the 1.4% Notes. As a result of the guarantees by the subsidiary guarantors of the 1.4% Notes, such subsidiaries were also required to guarantee, and have guaranteed, on a senior unsecured basis the 2¼% Notes, the 4⅛% Notes and the 3¼% Notes pursuant to supplemental indentures to the indentures for the 2¼% Notes, the 4⅛% Notes and the 3¼% Notes. The 1.4% Notes are not, and are not required to be, registered under the Securities Act of 1933, as amended. The 1.4% Notes mature on April 1, 2026. Interest on the 1.4% Notes is payable semi-annually in cash on April 1 and October 1 of each year. The 1.4% Notes were issued pursuant to an indenture by and among Silgan, certain of our U.S. subsidiaries and Computershare Corporate Trust, as trustee and collateral agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indentures for the 2¼% Notes, the 4⅛% Notes and the 3¼% Notes. Prior to March 1, 2026 (one month prior to the maturity date of the 1.4% Notes, or the Par Call Date) the 1.4% Notes will be redeemable at a redemption price equal to the greater of (i) 100 percent of the principal amount of the 1.4% Notes to be redeemed and (ii) the principal amount of the 1.4% Notes plus a “make-whole” amount, plus, in each case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the 1.4% Notes will be redeemable at a redemption price equal to 100 percent of the aggregate principal amount of any 1.4% Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date. We will be required to make an offer to repurchase the 1.4% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 1.4% Notes. 2¼% S ENIOR N OTES On February 26, 2020, we issued €500.0 million aggregate principal amount of our 2¼% Senior Notes due 2028, or the 2¼% Notes, at 100 percent of their principal amount. The 2¼% Notes are guaranteed by our U.S. subsidiaries that guarantee the Credit Agreement and the 1.4% Notes. The 2¼% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement and the 1.4% Notes, any of our non-U.S. subsidiaries and any of our non-wholly owned subsidiaries. The 2¼% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including the 4⅛% Notes and the 3¼% Notes, and ahead of our existing and future subordinated debt. In addition, the 2¼% Notes are effectively subordinated to secured debt of Silgan and our U.S. subsidiaries that guarantee the 2¼% Notes to the extent of the assets securing such debt; rank equal in right of payment to unsecured unsubordinated indebtedness and other liabilities of our U.S. subsidiaries that guarantee the 2¼% Notes; are effectively senior in right of payment to indebtedness of our U.S. subsidiaries that guarantee the 2¼% Notes that is by its terms expressly subordinated in right of payment to the 2¼% Notes; and is structurally subordinated to all obligations of subsidiaries of Silgan that do not guarantee the 2¼% Notes. The 2¼% Notes will mature on June 1, 2028. Interest on the 2¼% Notes is payable semiannually in cash on January 15 and July 15 of each year. The 2¼% Notes were issued pursuant to an indenture by and among Silgan, U.S. Bank National Association, as trustee, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Europe DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indentures for the 4⅛% Notes and the 3¼% Notes. The 2¼% Notes are redeemable, at our option, in whole or in part, at any time until March 1, 2025 at 100.563 percent of their principal amount, plus accrued and unpaid interest to the redemption date, and at any time on or after March 1, 2025 at 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date. We will be required to make an offer to repurchase the 2¼% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 2¼% Notes. In connection with any tender offer for, or any other offer to purchase, the 2¼% Notes (including a change of control repurchase event offer), if holders of no less than 90 percent of the aggregate principal amount of the then outstanding 2¼% Notes validly tender their 2¼% Notes in such offer, we, or a third party making such offer, are entitled to redeem all remaining 2¼% Notes at the price offered to each holder (excluding any early tender, incentive or similar fee). 4⅛% S ENIOR N OTES On November 12, 2019, we issued $400.0 million aggregate principal amount of our 4⅛% Senior Notes due 2028, or the 4⅛% Notes, at 100 percent of their principal amount. On February 26, 2020, we issued an additional $200.0 million aggregate principal amount of the 4⅛% Notes at 99.5 percent of their principal amount, plus accrued and unpaid interest from November 12, 2019. The 4⅛% Notes are guaranteed by our U.S. subsidiaries that guarantee the Credit Agreement and the 1.4% Notes. The 4⅛% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement and the 1.4% Notes, any of our non-U.S. subsidiaries and any of our non-wholly owned subsidiaries. The 4⅛% Notes are general senior unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including the 2¼% Notes and the 3¼% Notes, and ahead of our existing and future subordinated debt. In addition, the 4⅛% Notes are effectively subordinated to secured debt of Silgan and our U.S. subsidiaries that guarantee the 4⅛% Notes to the extent of the assets securing such debt; rank equal in right of payment to unsecured unsubordinated indebtedness and other liabilities of our U.S. subsidiaries that guarantee the 4⅛% Notes; are effectively senior in right of payment to indebtedness of our U.S. subsidiaries that guarantee the 4⅛% Notes that is by its terms expressly subordinated in right of payment to the 4⅛% Notes; and is structurally subordinated to all obligations of subsidiaries of Silgan that do not guarantee the 4⅛% Notes. The 4⅛% Notes will mature on February 1, 2028. Interest on the 4⅛% Notes is payable semiannually in cash on April 1 and October 1 of each year. The 4⅛% Notes were issued pursuant to an indenture by and between Silgan and U.S. Bank National Association, as trustee, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to those in the indentures for the 2¼% Notes and the 3¼% Notes. The 4⅛% Notes are redeemable, at our option, in whole or in part, at any time at 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date. We will be required to make an offer to repurchase the 4⅛% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 4⅛% Notes. In connection with any tender offer for, or any other offer to purchase, the 4⅛% Notes (including a change of control repurchase event offer), if holders of no less than 90 percent of the aggregate principal amount of the then outstanding 4⅛% Notes validly tender their 4⅛% Notes in such offer, we, or a third party making such offer, are entitled to redeem all remaining 4⅛% Notes at the price offered to each holder (excluding any early tender, incentive or similar fee). 4¾% S ENIOR N OTES AND 3¼% S ENIOR N OTES On February 13, 2017, we issued $300.0 million aggregate principal amount of our 4¾% Senior Notes due 2025, or the 4¾% Notes, and €650.0 million aggregate principal amount of our 3¼% Senior Notes due 2025, or the 3¼% Notes, each at 100 percent of their principal amount. On March 28, 2022, we redeemed all $300.0 million aggregate principal amount of the outstanding 4¾% Notes, at a redemption price of 100 percent of their principal amount plus accrued and unpaid interest to the redemption date. We funded this redemption with revolving loan borrowings under the Credit Agreement and cash on hand. As a result of this redemption, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.5 million during the first quarter of 2022 for the write-off of unamortized debt issuance costs. The 3¼% Notes will mature on March 15, 2025 and are included in the current portion of our long-term debt at December 31, 2024. The 3¼% Notes are guaranteed by our U.S. subsidiaries that guarantee the Credit Agreement and the 1.4% Notes. The 3¼% Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement and the 1.4% Notes, any of our non-U.S. subsidiaries and any of our non-wholly owned subsidiaries. The 3¼% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including the 2¼% Notes and the 4⅛% Notes, and ahead of our existing and future subordinated debt. The 3¼% Notes are effectively subordinated to secured debt of Silgan and our U.S. subsidiaries that guarantee the 3¼% Notes to the extent of the assets securing such debt; rank equal in right of payment to unsecured unsubordinated indebtedness and other liabilities of our U.S. subsidiaries that guarantee the 3¼% Notes; are effectively senior in right of payment to indebtedness of our U.S. subsidiaries that guarantee the 3¼% Notes that is by its terms expressly subordinated in right of payment to the 3¼% Notes; and is structurally subordinated to all obligations of subsidiaries of Silgan that do not guarantee the 3¼% Notes. Interest on the 3¼% Notes is payable semiannually in cash on March 15 and September 15 of each year. The 3¼% Notes were issued pursuant to an indenture by and among Silgan, U.S. Bank National Association, as trustee, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Europe DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to those in the indentures for the 2¼% Notes and the 4⅛% Notes. The 3¼% Notes are redeemable, at our option, in whole or in part, at any time at 100 percent of their principal amount, plus accrued and unpaid interest thereon to the redemption date. Upon the occurrence of a change of control repurchase event as provided in the indenture for the 3¼% Notes, we are required to make an offer to repurchase the 3¼% Notes at a repurchase price equal to 101 percent of their principal amount, plus, in each case, accrued and unpaid interest to the date of repurchase

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