Crown Holdings’ $3.9 Billion Acquisition of Signode Industrial Group Holdings

Dechert LLP is advising Crown Holdings, Inc., a global leader in consumer packaging, in connection with its proposed acquisition of Signode Industrial Group Holdings (Bermuda) Ltd., a leading global provider of transit packaging systems and solutions, from The Carlyle Group, in a cash transaction valued at US$3.91 billion subject to adjustment.

Crown Holdings, Inc. (NYSE: CCK), a global leader in consumer packaging, today announced that it has entered into an agreement to acquire Signode Industrial Group Holdings (Bermuda) Ltd., a leading global provider of transit packaging systems and solutions, from The Carlyle Group, in a cash transaction valued at $3.91 billion subject to customary closing adjustments. The acquisition, which is subject to review by various competition authorities, is expected to close during the first quarter of 2018 and to significantly increase free cash flow. Debt financing has been fully committed in support of the transaction.

With pro forma sales and adjusted EBITDA of $2.3 billion and $384 million, respectively, for the twelve months ended November 30, 2017, Signode is the world’s leading supplier of transit packaging systems and solutions, which consist of strap, stretch and protective packaging consumables and the application equipment and tooling for each. Based in Glenview, Illinois, Signode’s global footprint includes operations in 40 countries across 6 continents, with sales to customers in approximately 60 countries.

Citigroup Global Markets Inc. acted as exclusive financial advisor to Crown and provided committed financing for the transaction.

Crown Holdings, Inc. is a leading supplier of packaging products to consumer marketing companies around the world. Signode is the world’s leading supplier of transit packaging systems and solutions, operating in 40 countries across 6 continents, with sales to customers in approximately 60 countries. The offer will add strong franchise business with leading global market positions, while significantly increasing free cash flow for Crown Holdings.

The Dechert team included corporate partners Bill Lawlor (Picture), Ian Hartman, Sarah B. Gelb and Abbi Cohen, counsel Gary Green and John Ix and associates Michael Darby, Nick Carroll, Ken Winterbottom, Virginia Hansen, Colleen Mallick and Angelina Liang; tax partner Ed Lemanowicz and associate George Davis; employee benefits partner David Jones and associates Young Eun Lee and Michael Binko; antitrust partner Michael Weiner and counsel Jill Ross; labor partner Alan Berkowitz and counsel Ian Downes; IP partner Joshua Rawson, special counsel Violetta Kokolus and associate Noah Shier; regulatory partner Jeremy Zucker and associate Darshak Dholakia; real estate special counsel Francois Quintard-Morenas; and litigation associate Tharuni Jayaraman. Dechert attorneys in Belgium, China, France, Germany, Ireland, Luxembourg and the U.K. also assisted on cross-border elements of this transaction.

 

Involved fees earner: William Lawlor – Dechert; Ian Hartman – Dechert; Sarah Gelb – Dechert; Abbi Cohen – Dechert; Gary Green – Dechert; John Ix – Dechert; Michael Darby – Dechert; Nicholas Carroll – Dechert; Ken Winterbottom – Dechert; Virginia Hansen – Dechert; Colleen Mallick – Dechert; Angelina Liang – Dechert; Edward Lemanowicz – Dechert; George Davis – Dechert; David Jones – Dechert; Young Eun Lee – Dechert; Michael Binko – Dechert; Alan Berkowitz – Dechert; Ian Downes – Dechert; Michael Weiner – Dechert; Jill Ross – Dechert; Joshua Rawson – Dechert; Violetta Kokolus – Dechert; Noah Shier – Dechert; Jeremy Zucker – Dechert; Darshak Dholakia – Dechert; Francois Quintard-Morenas – Dechert; Tharuni Jayaraman – Dechert;

Law Firms: Dechert;

Clients: Crown Holdings, Inc.;

 

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Author: Ambrogio Visconti