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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
November 20, 2025
Date of Report (Date of earliest event reported)
AptarGroup,
Inc.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction
of incorporation) |
|
001-11846
(Commission
File Number) |
|
36-3853103
(IRS Employer
Identification No.) |
265
Exchange Drive, Suite 301,
Crystal Lake, Illinois
60014
(Address of Principal Executive
Offices)
Registrant’s
telephone number, including area code: (815)
477-0424
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
symbol(s) |
|
Name of each exchange
on which registered |
| Common
Stock, $0.01 par value |
|
ATR |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
Issuance of 4.750% Senior Notes due 2031
On November 20, 2025, AptarGroup, Inc.
(the “Company”) completed an underwritten public offering (the “Offering”) of $600 million aggregate principal
amount of its 4.750% Senior Notes due 2031 (the “Notes”). The offering of the Notes was made pursuant to the Company’s
effective shelf registration statement on Form S-3ASR (File No. 333-276977) and a related prospectus supplement dated November 17,
2025. The Notes were issued under an Indenture, dated as of March 7, 2022 (the “Base Indenture”), as amended and supplemented
by a Second Supplemental Indenture, dated as of November 20, 2025 (the “Second Supplemental Indenture” and, together
with the Base Indenture, the “Indenture”), each between the Company and U.S. Bank Trust Company, National Association, as
trustee.
The Notes mature on March 30, 2031 and bear
interest at the rate of 4.750% per annum, payable semi-annually in arrears on March 30 and September 30 of each year, beginning
March 30, 2026. The Notes are unsecured obligations of the Company and rank equally in right of payment with all of the Company’s
other existing and future senior unsecured indebtedness.
Prior to February 28, 2031 (the “Par
Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a “make-whole”
redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. On or after the Par Call Date,
the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to
100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption
date.
Upon the occurrence of a “Change of Control
Repurchase Event” (as defined in the Second Supplemental Indenture), unless the Company has exercised its right to redeem the Notes,
the holders of the Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101%
of the principal amount of their Notes, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the
repurchase date.
The Indenture contains certain covenants that limit
the ability of the Company and its restricted subsidiaries to, among other things, incur certain liens securing indebtedness, enter into
certain sale and lease-back transactions and enter into certain consolidations or mergers or sales, assignments, transfers, leases, conveyances
or other dispositions of all or substantially all of the Company’s assets. The Indenture also provides for customary events of default
(subject in certain cases to customary grace periods), which include nonpayment, breach of covenants in the Indenture, a cross-default
under certain other indebtedness, and certain events of bankruptcy, insolvency and reorganization. Generally, if an event of default occurs,
the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount of
all the outstanding Notes to be due and payable immediately, except that if an event of default arising from certain events of bankruptcy,
insolvency or reorganization occurs, the principal amount of all the outstanding Notes will become due and payable without any further
action or notice.
The foregoing description of the Indenture, the
Second Supplemental Indenture and the Notes is qualified in its entirety by reference to the complete terms and conditions of the Indenture,
the Second Supplemental Indenture and the form of Note, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
In connection with the Offering, on November 17,
2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, PNC
Capital Markets LLC, SG Americas Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named
in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), with respect to the offer and sale of the
Notes. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. The Underwriting Agreement
also provides for customary indemnification by each of the Company and the Underwriters (in the case of the Underwriters, severally and
not jointly) against certain liabilities and customary contribution provisions in respect of those liabilities.
The foregoing description of the Underwriting Agreement
is qualified in its entirety by reference to the complete terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated herein by reference. In connection with the issuance of the Notes, Sidley
Austin LLP provided the Company with the legal opinion attached hereto as Exhibit 5.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 |
Underwriting Agreement, dated November 17, 2025, among AptarGroup, Inc. and J.P. Morgan Securities LLC, PNC Capital Markets LLC, SG Americas Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein |
| |
|
| 4.1 |
Indenture, dated as of March 7, 2022, between AptarGroup, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of AptarGroup, Inc. filed on March 7, 2022) |
| |
|
| 4.2 |
Second Supplemental Indenture, dated as of November 20, 2025, between AptarGroup, Inc. and U.S. Bank Trust Company, National Association, as trustee |
| |
|
| 4.3 |
Form of 4.750% Senior Notes due 2031 (included as Exhibit A to the Second Supplemental Indenture filed herewith as Exhibit 4.2) |
| |
|
| 5.1 |
Opinion of Sidley Austin LLP dated November 20, 2025 |
| |
|
| 23.1 |
Consent of Sidley Austin LLP (included in Exhibit 5.1) |
| |
|
| 104 |
Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
APTARGROUP, INC. |
| |
|
|
By: |
/s/ Vanessa Kanu |
| |
|
Vanessa Kanu |
| |
|
Executive Vice President and Chief Financial Officer |
| |
|
|
| Date: November 20, 2025 |
|
|
