Silgan (SLGN) M&A announcement summary

Deal rationale and strategic fit

• North American metal containers and food-and-beverage flat-cap closures combine with Trivium’s European operations to create a global metal-packaging platform with complementary products and geographic reach.

• Trivium adds aerosol and aluminum beverage bottle offerings and strengthens European presence; scale is expected to support supply security, innovation and lower customer costs.

• Distinct metal-packaging and Dispensing Solutions platforms will have separate growth opportunities and capital-allocation priorities.

Financial terms and conditions

• All-cash acquisition values Trivium at $3.4B enterprise value, or 7.1x LTM adjusted EBITDA and 4.8x including expected synergies; contributed metal businesses are valued at $3.8B, or 8.1x LTM adjusted EBITDA.

• AIP-affiliated funds invest ~$1.0B for 40% ownership; 60% controlling ownership is retained. Funding includes $4.9B of new debt and $1.5B of equity rollover, among total sources of $7.4B.

• $2.3B cash proceeds are payable at closing, subject to customary adjustments, and are intended for debt repayment; the metal partnership is expected to have $4.6B net debt and 4.0x net leverage.

• The partnership will have an independent balance sheet and be fully consolidated for financial reporting; its board will have three retained-owner representatives and two AIP representatives.

• Pro forma net sales are $9.8B and adjusted EBITDA is $1.7B; adjusted EPS and free cash flow are each expected to be accretive by at least 15%.

Synergies and expected cost savings

• Expected synergies total $225M by year three, with targets of $75M in year one and $150M in year two; initiatives span operations, procurement and SG&A.

• Synergy mix is 50% operations, 30% procurement and 20% SG&A, with each category expected to be realized evenly over three years.

• One-time synergy costs are expected to total ~$225M, with ~$100M in the first two years and the balance in year three.