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Subsequent Events (Notes)
 12 Months Ended
Dec. 31, 2019
Subsequent Event [Line Items]  
Subsequent Events [Text Block] SUBSEQUENT EVENTS

BINDING OFFER TO ACQUIRE ALBÉA'S DISPENSING BUSINESS

On January 27, 2020, we made a binding offer, or the Offer, to Twist Beauty Packaging S.A.S., or Albéa, on behalf of itself and certain of its subsidiaries, or the Sellers, to purchase all the outstanding securities of certain subsidiaries of the Sellers engaged in the dispensing business and certain assets related to the Sellers’ dispensing business in China, or collectively the Albéa Dispensing Business, for an aggregate purchase price of $900 million in cash, subject to certain adjustments, including for working capital and other current assets and current liabilities and net indebtedness. In conjunction with the Offer, we obtained a commitment for $900 million of incremental delayed draw term loans, or the Committed Financing, under the Credit Agreement. We expect to fund the purchase price for this proposed acquisition from a combination of borrowings under the Credit Agreement, including the Committed Financing, and cash on hand.
The Albéa Dispensing Business is a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies in the beauty and personal care markets. It operates a global network of 10 plants across North America, Europe, South America and Asia. For the fiscal year ended 2018, the Albéa Dispensing Business generated sales of approximately $383 million. As a result of this proposed acquisition, we expect to realize certain operational cost synergies, estimated to be approximately $20 million on an annual basis, within 18 months of closing related to procurement savings, reductions in general and administrative expenses and manufacturing efficiencies.
In the Offer, we undertake to (1) execute a securities and assets purchase agreement, or the SPA, in the form attached to the Offer upon receipt of a notice to exercise the option contained in the Offer, or the Option, by Albéa and (2) consummate the acquisition subject to the terms and conditions set forth in the SPA. The Offer will remain open for acceptance by the Sellers until the earlier of the two following dates: (1) seven business days after the completion of certain consultation and notification processes with applicable works’ councils and trade unions and (2) July 27, 2020. As set forth in the Offer, we have an exclusivity period extending from January 27, 2020 to the earlier of (1) the execution of the SPA or (2) October 27, 2020. Our and the Sellers’ obligations to complete the acquisition are subject to certain conditions, including antitrust clearances under the laws of various jurisdictions.
The form of SPA attached to the Offer provides that either we or the Sellers have the right to terminate the SPA in the event that the applicable antitrust clearances have not been obtained by October 27, 2020, or the Outside Date; provided, however, that we and the Sellers have the right to unilaterally postpone the Outside Date by up to three months after the Outside Date, or the Postponed Outside Date, in the event that applicable antitrust clearances have not yet been obtained by the Outside Date. The form of SPA further provides that if the applicable antitrust clearances have not been obtained by the Outside Date or the Postponed Outside Date, as the case may be, then we are required to pay a break fee of $25 million to the Sellers. In addition, if the parties have not yet entered into the SPA, the Sellers may terminate the Offer if (1) the applicable antitrust clearances required under the SPA are no longer capable of being obtained on or before the Outside Date or the Postponed Outside Date, as the case may be, or (2) we do not execute the SPA even though the Option has been exercised by the Sellers. In the case of either of the foregoing, then we are required to pay a termination fee of $25 million to the Sellers. Alternatively, if the Sellers have not executed the SPA after the consultation and notification processes with applicable works’ councils and trade unions have been completed, then the Sellers are required to pay $25 million to us for estimated costs and expenses and time incurred in connection with the Offer and the proposed acquisition.

ACQUISITION OF COBRA PLASTICS, INC.

On February 4, 2020, we acquired Cobra Plastics, Inc., or Cobra Plastics, a manufacturer of injection molded plastic closures for a wide variety of consumer products, with a particular focus on the aerosol overcap market. Cobra Plastics had sales of approximately $30 million for the year ended December 31, 2018 and currently operates from two manufacturing facilities located in close proximity to one another in Macedonia, Ohio.

    
SENIOR NOTES OFFERINGS
On February 26, 2020, we issued an additional $200 million aggregate principal amount of the 4⅛% Notes at 99.5 percent of their principal amount, plus accrued and unpaid interest from November 12, 2019, and €500 million aggregate principal amount of the 2¼% Notes at 100 percent of their principal amount, in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended. For a description of the 4⅛% Notes, see Note 9.
The 2¼% Notes are general unsecured obligations of Silgan, ranking equal in right of payment with our existing and future unsecured unsubordinated indebtedness, including the 4¾% Notes, the 3¼% Notes and the 4⅛% Notes, and ahead of our existing and future subordinated debt, if any. The 2¼% Notes are effectively subordinated to Silgan’s secured debt to the extent of the assets securing such debt and structurally subordinated to all obligations of subsidiaries of Silgan.
The 2¼% Notes will mature on June 1, 2028. Interest on the 2¼% Notes will be payable semi-annually in cash on January 15 and July 15 of each year, beginning on July 15, 2020. The 2¼% Notes were issued pursuant to an indenture by and among Silgan, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indenture for the 4¾% Notes and the 3¼% Notes and the indenture for the 4⅛% Notes.
The 2¼% Notes are redeemable, at our option, in whole or in part, at any time after March 1, 2023, initially at 101.125 percent of their principal amount, plus accrued and unpaid interest to the redemption date, declining ratably to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date, on or after March 1, 2025.
In addition, prior to March 1, 2023, we may redeem up to 35 percent of the aggregate principal amount of the 2¼% Notes with the proceeds of certain equity offerings at a redemption price of 102.25 percent of their principal amount, plus accrued and unpaid interest to the date of redemption. We may also redeem the 2¼% Notes, in whole or in part, prior to March 1, 2023 at a redemption price equal to 100 percent of their principal amount plus a make-whole premium as provided in the indenture for the 2¼% Notes, together with accrued and unpaid interest to the date of redemption. We will be required to make an offer to repurchase the 2¼% Notes at a repurchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 2¼% Notes.
The net proceeds from the sale of the additional 4⅛% Notes were approximately $196.5 million and the net proceeds from the sale of the 2¼% Notes were approximately €494.0 million, in each case after deducting the initial purchasers' discount and estimated offering expenses and excluding pre-issuance interest deemed to have accrued on the additional 4⅛% Notes to the closing date for the additional 4⅛% Notes and paid by purchasers of the additional 4⅛% Notes. We used the net proceeds from the sale of the additional 4⅛% Notes and the 2¼% Notes to prepay most of our outstanding U.S. A term loans under the Credit Agreement.
Annual aggregate maturities of the prepaid U.S. A term loans of $751.2 million were extended to 2028 to match the maturities of the additional 4⅛% Notes and the 2¼% Notes because we refinanced these U.S. A term loans with the net proceeds from the issuances of the additional 4⅛% Notes and the 2¼% Notes. This amount included current maturities of U.S. A term loans of $80 million that are now classified as long-term debt in the Consolidated Balance Sheet at December 31, 2019.