Silgan Holdings with AIP to buy Trivium for $3.4 billion

Silgan Holdings Inc. (SLGN) said Monday it will combine its Metal Containers segment and Food and Beverage Flat Cap Closures businesses with Trivium Packaging B.V. in a new partnership. The partnership will acquire Trivium at an enterprise value of about $3.4 billion.

The new partnership, Silgan Metal Containers and Closures, or Silgan MCC, will be 60% owned by Silgan. Funds affiliated with American Industrial Partners, or AIP, will own the remaining 40%.

The all-cash acquisition values Trivium at 7.1 times last twelve months adjusted EBITDA as of June 30, 2026, or 4.8 times including expected synergies of $225 million. Adjusted EBITDA is a non-GAAP measure of earnings before interest, taxes, depreciation and amortization, with company-defined adjustments.

Silgan will receive about $2.3 billion in cash proceeds, which will be used to retire certain existing debt. It will retain a 60% controlling interest in Silgan MCC.

AIP will contribute about $1.0 billion of cash equity to support the acquisition and future growth of the business. The remaining capitalization will come from fully committed debt financing.

Silgan MCC will have an independent balance sheet and will be fully consolidated into Silgan's financial statements. Silgan's Dispensing and Custom Containers businesses will be combined into one segment, Silgan Dispensing Solutions, which remains wholly owned by Silgan.

The company said the structure does not require meaningful incremental capital from Silgan shareholders. “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,” said President and Chief Executive Officer Adam Greenlee.

Trivium is a global supplier of infinitely recyclable metal packaging. It has 57 locations worldwide, employs 7,200 people and had net sales of approximately $3 billion in 2025.

The investor presentation shows Silgan MCC with $7.3 billion of net sales and $1.2 billion of adjusted EBITDA for the 12 months ended June 30, 2026, assuming the expected synergies are reached by year three.

After closing, Silgan MCC's board will have five directors. Three will be nominated by Silgan, including Anthony J. Allott, Adam J. Greenlee and Shawn C. Fabry, and two by AIP. Silgan's headquarters will remain in Norwalk, Conn.

Silgan expects $225 million of synergies by the end of year three, with about $75 million in year one and $150 million in year two. It said the transaction is expected to drive at least 15% adjusted EPS accretion and at least 15% free cash flow accretion, including full run-rate synergies.

Silgan said it intends to distribute Silgan MCC in a tax-free spin. Timing would depend on integration progress, synergy realization, business readiness and market conditions.

“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,” said Trivium Chief Executive Officer Michael Mapes.

The acquisition was unanimously approved by the Silgan board. It is expected to close in mid-2027, subject to required regulatory approvals, completion of works council consultation processes and other customary closing conditions.

Silgan MCC has obtained fully committed debt financing from a consortium of banks, along with a fully committed cash equity contribution from funds affiliated with AIP. Wells Fargo, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Deutsche Bank Securities and BofA Securities are providing the debt.

Wells Fargo is lead financial advisor to Silgan, with BofA Securities also advising. Evercore is lead financial advisor to Trivium and its shareholders, and Goldman Sachs & Co. LLC is financial advisor to AIP.

In the same announcement, the company confirmed its outlook for adjusted net income per diluted share for the third quarter and full year of 2026. The text of the filing does not restate those figures. Silgan said the Item 1.01 details will be filed in a separate current report.