CROWN ANNOUNCES FINAL RESULTS AND EXPIRATION OF CASH TENDER OFFER FOR DEBT SECURITIES

Rhea-AI Summary

Crown (NYSE: CCK) reported final results and expiration of a cash tender offer by its subsidiary to purchase outstanding 7 3/8% Debentures due 2026. Of $350,000,000 aggregate principal outstanding, $317,295,000 were validly tendered and $339,000 were covered by guaranteed delivery.

The company expects to accept valid tenders and pay for accepted Debentures on November 21, 2025, including accrued and unpaid interest through, but not including, the Settlement Date. Dealer managers and the tender agent contacts are listed for holders.

Positive

• Debentures tendered: $317,295,000
• Tendered amount equals ~90.7% of $350,000,000 outstanding
• Company expects acceptance and payment on Nov 21, 2025

Negative

• Principal cash requirement of $317,295,000 on settlement
• Tender offer completion is subject to conditions and not guaranteed

Insights

Capital Structure Analyst

Crown tendered most of its 7 3/8% Debentures due 2026; settlement expected on November 21, 2025.

Crown Holdings, Inc. executed a cash tender offer through its subsidiary to repurchase outstanding 7 3/8% Debentures due 2026. Of the $350,000,000 principal outstanding, $317,295,000 was validly tendered and $339,000 was delivered under guaranteed delivery protections. The company expects to accept all valid tenders subject to the offer conditions and to pay accrued interest through the settlement date.

The business mechanism reduces outstanding debt principal if accepted and settled, which can change interest obligations and near-term cash requirements. The outcome depends strictly on satisfaction of the stated offer conditions and completion on the Settlement Date, November 21, 2025, as noted.

Watch the November 21, 2025 settlement confirmation and the final acceptance notice to confirm actual repurchase and accrued interest amount. Also review any post-settlement disclosures for completed principal retired and a precise cash outflow figure; those items will determine the immediate balance-sheet impact in the short term.

TAMPA, Fla., Nov. 19, 2025 /PRNewswire/ -- Crown Holdings, Inc. (NYSE: CCK) ("Crown") today announced the final results and expiration of the previously announced cash tender offer (the "Tender Offer") by its wholly-owned subsidiary Crown Cork & Seal Company, Inc. (the "Company") to purchase any and all of the Company's outstanding 7 3/8% Debentures due 2026 (the "Debentures"). Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase, dated November 12, 2025 (the "Offer to Purchase").

According to the information provided by Global Bondholder Services Corp., the aggregate principal amount of the Debentures that were validly tendered and not validly withdrawn as of the Expiration Time is set forth in the table below.

Title of Security		CUSIP (1)		Aggregate Principal Amount Outstanding Prior to the Tender Offer				Aggregate Principal Amount Tendered (2)			Guaranteed Delivery Protects Remaining(2)
7 3/8% Debentures due 2026		228255 AH8		$	350,000,000			$	317,295,000		$	339,000

(1) No representation is made as to the correctness or accuracy of the CUSIP number listed in this news release or printed on the Debentures. It is provided solely for the convenience of Holders of the Debentures.

(2) As reported by Global Bondholder Services Corp., the Tender and Information Agent for the Tender Offer.

The Tender Offer was made pursuant to the terms and conditions contained in the Offer to Purchase and the related Notice of Guaranteed Delivery for the Tender Offer, dated November 12, 2025.

Subject to satisfaction of the conditions to the Tender Offer, the Company expects to accept for payment all Debentures validly tendered pursuant to the Tender Offer and not validly withdrawn on November 21, 2025 (the "Settlement Date"). All payments for Debentures purchased by the Company in connection with the Tender Offer will also include accrued and unpaid interest on the principal amount of Debentures accepted for purchase from the last interest payment date up to, but not including, the Settlement Date.

Mizuho Securities USA LLC and PNC Capital Markets LLC are the Dealer Managers for the Tender Offer. Global Bondholder Services Corp. is the Tender and Information Agent. Persons with questions regarding the Tender Offer should contact Mizuho Securities USA LLC at (866) 271-7403 (toll-free) or (212) 205-7741 (collect), PNC Capital Markets LLC at (855) 881-0697 (toll-free), 212-878-8946 (collect) or liabilitymanagement@pnc.com. Questions regarding the tendering of Debentures and requests for copies of the Offer to Purchase and Notice of Guaranteed Delivery and related materials should be directed to Global Bondholder Services Corp. at (212) 430-3774 or contact@gbsc-usa.com. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: https://www.gbsc-usa.com/crown.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve a number of risks, uncertainties and other factors, including regarding the tender offer, any of which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Other important factors that could cause the statements made in this press release or the actual results of operations or financial condition of Crown to differ include, without limitation, that the tender offer is subject to a number of conditions and approvals. There can be no assurance that the tender offer will be completed as described herein or at all. Other important factors are discussed under the caption "Forward-Looking Statements" in Crown's Form 10-K Annual Report for the year ended December 31, 2024 and in subsequent filings made prior to or after the date hereof. Crown does not intend to review or revise any particular forward-looking statement in light of future events.

About Crown Holdings, Inc.

Crown Holdings, Inc., through its subsidiaries, is a leading global supplier of rigid packaging products to consumer marketing companies, as well as transit and protective packaging products, equipment and services to a broad range of end markets. World headquarters are located in Tampa, Florida. For more information, visit www.crowncork.com.

For more information, contact: Thomas T. Fischer, Vice President, Investor Relations and Corporate Affairs, (215) 552-3720.

View original content:https://www.prnewswire.com/news-releases/crown-announces-final-results-and-expiration-of-cash-tender-offer-for-debt-securities-302620271.html

SOURCE Crown Holdings, Inc.

FAQ

What were the final results of Crown's Nov 19, 2025 tender offer for CCK debentures?

Holders validly tendered $317,295,000 of the $350,000,000 7 3/8% Debentures due 2026; $339,000 via guaranteed delivery.

When will Crown (CCK) settle payments for the accepted debentures?

Crown expects to accept and pay for accepted Debentures on November 21, 2025 (the Settlement Date).

Will Crown include interest when paying for purchased Debentures in the CCK tender offer?

Yes; payments will include accrued and unpaid interest up to, but not including, the Settlement Date.

How much of CCK's 2026 debentures remain outstanding after tenders?

Of the $350,000,000 outstanding, $317,295,000 were tendered and $32,705,000 were not tendered as of expiration.

Who were the dealer managers and tender agent for Crown's tender offer (CCK)?

Mizuho Securities USA LLC and PNC Capital Markets LLC were dealer managers; Global Bondholder Services Corp. was the tender and information agent.

Where can CCK debenture holders find offer documents or get questions answered?

Offer documents are available at https://www.gbsc-usa.com/crown; contact details for Mizuho, PNC, and Global Bondholder Services were provided.