Silgan Holdings, Trivium Packaging and funds affiliated with American Industrial Partners (AIP) announced a proposed transaction that will combine Silgan’s Metal Containers segment and Food and Beverage Flat Cap Closures businesses with Trivium to create Silgan Metal Containers and Closures (Silgan MCC).

The combination is a transformational next step that accelerates Silgan’s portfolio evolution and will create a best-in-class global supplier of metal packaging for essential consumer products, with complementary operations principally in North America and Europe.

The all-cash acquisition values Trivium at an enterprise value of approximately $3.4 billion, representing 7.1x last twelve months (LTM) Adjusted EBITDA, or 4.8x LTM Adjusted EBITDA including expected synergies of $225 million.¹ The transaction also values Silgan’s contributed Metal Containers segment and Food and Beverage Flat Cap Closures businesses at an enterprise value of $3.8 billion, representing 8.1x LTM Adjusted EBITDA.¹

In connection with the formation and capitalisation of Silgan MCC, Silgan will receive approximately $2.3 billion of cash proceeds, which will be used to retire certain existing debt, and retain 60% controlling ownership interest in Silgan MCC. AIP will own the remaining 40% interest and contribute approximately $1.0 billion of cash equity to support the acquisition and future growth of the business. The remaining Silgan MCC capitalisation will be provided by fully-committed debt financing, and the partnership will establish an independent balance sheet that will be fully consolidated into Silgan’s financial statements.

Silgan’s Dispensing and Custom Containers businesses will be combined into one segment and remain wholly owned by Silgan. The new segment, which will be named Silgan Dispensing Solutions, will operate as a premium specialty packaging platform serving attractive end markets with differentiated products.

The funding structure will allow Silgan to capitalise on meaningful synergies, increase flexibility to invest for growth, and position both businesses for future value creation, without requiring meaningful incremental capital on behalf of Silgan shareholders. AIP’s capital contribution and industrial operating expertise will further support Silgan MCC’s value creation objectives.

“This strategic portfolio acceleration reflects our commitment to value creation through deliberate portfolio construction and strategic capital deployment, enabled by the strength of our businesses and our exceptional teams. I would like to personally thank Tony Allott and the entire Silgan team for their extensive efforts related to this transaction,” said Adam Greenlee, president and chief executive officer of Silgan.

He continued: “We have tremendous respect for Trivium and its employees and believe this combination creates an even more differentiated global partner for food and beverage packaging customers. This transaction is expected to generate substantial value for shareholders, delivering approximately $2.3 billion of cash proceeds to Silgan while strengthening our global metal packaging business. At the same time, it establishes two focused packaging platforms, each with distinct strategies and opportunities.”

“Since 2019, Trivium has been a trusted provider of recyclable metal packaging products, serving over 800 customers around the globe. This transaction with Silgan and AIP marks the next step in our evolution, as we collectively continue to deliver valuable packaging solutions to our customers and millions of consumers around the world,” said Michael Mapes, chief executive officer of Trivium. “With Silgan and AIP’s support, we will operate with increased scale and reach to advance our vision of delivering high-quality, innovative, and recyclable packaging products to consumers.”

“Silgan and Trivium are exceptional companies with strong track records, and we are excited to partner with them to help execute this value-creating transaction and capture attractive opportunities for the combined business,” said Dino Cusumano, managing partner of AIP. “We look forward to working with the Silgan and Trivium teams to enhance the combined value proposition for customers.”

Strategic and financial benefits, according to the companies, are as follows:

• Accelerating Silgan portfolio evolution: This new move establishes two differentiated packaging platforms – Silgan Dispensing Solutions and Silgan MCC – with distinct customer sets, growth opportunities, and capital allocation priorities, positioning both businesses for long-term value creation
• Creating a premier, customer-focused global business in metal packaging: It brings together Silgan’s and Trivium’s complementary footprints to better serve customers with an extended geographic reach, broader product offering, and greater security of supply. The scale of the combined business unlocks additional opportunities to champion the unique attributes of metal packaging and its sustainability features, innovate for value, and drive costs out of the supply chain – improving the total cost advantage for customers.
• Positioning Silgan for accelerated growth: It creates a focused Dispensing Solutions platform, serving premium end markets with enhanced capacity to invest in innovation and customer partnerships. The new segment will increase focus on growth through investment in high-value applications, expansion of capabilities into attractive end markets and targeted inorganic opportunities. Additional financial flexibility provided by this transaction will accelerate opportunities for Dispensing Solutions to drive these strategic initiatives.
• Unlocking substantial and unique synergy opportunity, leveraging Silgan’s proven playbook: It is expected to generate $225 million of synergies by the end of year three, through identified procurement, operational, and SG&A initiatives. Annual synergies are expected to be approximately $75 million in year one and $150 million in year two, and the transaction is expected to drive at least 15% adjusted EPS accretion for Silgan inclusive of expected full run-rate synergies
• Enhancing capital allocation flexibility: It delivers $2.3 billion of cash proceeds to Silgan while retaining controlling ownership of Silgan MCC, reducing leverage of Dispensing Solutions and unlocking capital for additional return-generating deployment.
• Increasing strategic flexibility: Defines a pathway to initiate a tax-free distribution and create two entities uniquely positioned to achieve their strategic priorities.

The proposed acquisition of Trivium, which has been unanimously approved by the Silgan Board of Directors, is expected to close mid-2027 and is subject to required regulatory approvals, completion of applicable works council consultation processes, and satisfaction of other customary closing conditions.

In support of the proposed transactions, Silgan MCC has obtained fully-committed debt financing from a consortium of banks, as well as a fully-committed cash equity contribution from funds affiliated with AIP.

Upon completion of the transaction, the board of directors of Silgan MCC will be comprised of three directors nominated by Silgan to include Anthony J Allott, Adam J Greenlee, and Shawn C Fabry, as well as two directors nominated by AIP.

Silgan’s headquarters will remain in Norwalk, Connecticut.

¹ LTM Adjusted EBITDA figures as of 30 June 2026. Adjusted EPS and Adjusted EBITDA are non-GAAP financial measures, and reconciliations to the applicable GAAP financial measures are contained in Appendix B to the presentation given by Silgan today.