Silgan Holdings (SLGN) – Odd Lot Tender Offer – $125 potential

Current Price – $57.24

Offer Price – $54.75 - 58.5

Upside – 2.2% or $125 ( for odd lot holders, if the upper pricing limit is used)

Expiration date –  10 March 2015

SEC Filling

Summary:

Silgan Holdings Inc., a Delaware corporation, is offering to purchase up to 3,652,968 shares of its outstanding common stock or such lesser number of shares as are properly tendered and not properly withdrawn. The price range for the Offer is $54.75 to $58.50 per share. We are conducting the Offer through a procedure commonly called a “modified Dutch auction.”

Pursuant to the Offer, we will purchase shares of our common stock having an aggregate purchase price of, or as close as possible to without exceeding, $200 million, or such lesser number of shares as are properly tendered and not withdrawn. At the minimum price of $54.75 per share in the Offer, we will purchase a maximum of 3,652,968 shares, or approximately 5.8% of our outstanding common stock as of February 6, 2015. At the maximum price of $58.50 per share in the Offer, we will purchase a maximum of 3,418,803 shares, or approximately 5.4% of our outstanding common stock as of February 6, 2015.

 

No proration for Odd Lot holders:

The term “odd lots” means all shares tendered at prices at or below the Selected Price by a stockholder who owns beneficially or of record a total of fewer than 100 shares (such stockholder, an “odd lot holder”) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for the priority preference for odd lots, an odd lot holder must tender all shares owned in accordance with the procedures described in Section 3. Odd lots will be accepted for payment before any proration of the purchase of other tendered shares.

 

Source of Funds:

The aggregate purchase price for the shares tendered in the Offer will be $200 million, unless the Offer is undersubscribed. We expect to fund the purchase of the shares tendered in the Offer from existing cash on hand and revolving loan borrowings under the Credit Agreement. The Offer is not conditioned on the receipt of financing.