Silgan Holdings Inc. filed an 8-K on November 6, 2026, disclosing that it and certain wholly owned subsidiaries entered into a Consent to Amended and Restated Credit Agreement with its lenders and Wells Fargo Bank, National Association, as Administrative Agent, in connection with the planned separation of its metal and closure packaging businesses into a new entity called Silgan Metal Packaging LLC.

Key Highlights

  • New subsidiary formed: Silgan Holdings LLC formed Silgan Metal Packaging LLC ("MetalCo"), a Delaware limited liability company, as a wholly owned subsidiary.
  • Transaction Agreement: Silgan, A-VL Holdco, LP, and MetalCo are parties to a Transaction Agreement dated October 17, 2026, governing the Business Contribution.
  • Unrestricted Subsidiary designation: Lenders consented to designating MetalCo and any entity that becomes its subsidiary as an "Unrestricted Subsidiary" under the Credit Agreement, releasing each such entity as a guarantor and releasing any pledge of its equity interests.
  • Businesses to be contributed: The contributed businesses include metal food and general line containers, metal vacuum closures, plastic vacuum closures, non-dispensing plastic dairy closures, and aluminum roll-on closures for beer and non-alcoholic beverages.
  • Senior Notes redemption option: The Consent permits Silgan to use net proceeds from the MetalCo Transactions to redeem its 4-1/8% Senior Notes due 2028, its 2-1/4% Senior Notes due 2028, and/or its 4-1/4% Senior Notes due 2031, rather than apply them as mandatory loan prepayments.
  • Reversal clause: If the MetalCo Transactions do not close and related agreements are terminated, MetalCo and its subsidiaries will cease to be Unrestricted Subsidiaries at that time.

Silgan's Credit Agreement Modified to Facilitate MetalCo Business Separation

According to the filing, Silgan Holdings Inc. (NYSE:SLGN) and certain wholly owned subsidiaries entered into the Consent on November 6, 2026, modifying the existing amended and restated credit agreement originally dated March 24, 2017. The Consent was entered into in connection with the formation of MetalCo and the previously announced Transaction Agreement with A-VL Holdco, LP, which provides for Silgan to contribute, through one or more subsidiaries, specific packaging businesses to MetalCo or one or more of its subsidiaries.

The filing states that pursuant to the Consent, the lenders agreed to designate MetalCo as an Unrestricted Subsidiary under the Credit Agreement, effective as of the Consent Effective Date. As a result, MetalCo and any entity that subsequently becomes its subsidiary will be released as a guarantor under the Credit Agreement, and any pledge of equity interests related to those entities in connection with the Credit Agreement will also be released, the filing disclosed.

The Consent also permits Silgan to test compliance with baskets, leverage ratios, pro forma financial covenant compliance, and the absence of any default as of the date of effectiveness of the Transaction Agreement, treating the MetalCo Transactions as a Limited Condition Acquisition as defined in the Credit Agreement, according to the filing. The filing further noted that the Business Contribution shall not occur until reasonably prior to, and in connection with, in preparation for, or as may be necessary for the consummation of, the MetalCo Transactions. The full text of the Consent is attached as Exhibit 10.1 to the filing.

What Was Disclosed

Silgan Holdings Inc. disclosed entry into a lender consent modifying its credit agreement to facilitate the planned contribution of its metal and closure packaging businesses to a newly formed subsidiary, Silgan Metal Packaging LLC, in connection with the October 17, 2026 Transaction Agreement with A-VL Holdco, LP.