Crown Cork & Seal Completes Financing and Issues Notes

On February 26, 2003, the Crown Cork & Seal group of companies (the Crown Group), a manufacturer of packaging for consumer products, completed the financing of US$1 billion and Euro 50 million senior secured credit facilities with Citicorp North America, Inc. as administrative agent, Deutsche Bank Securities Inc. as syndication agent, Deutsche Bank Securities Inc. and Salmon Smith Barney Inc. as joint lead arrangers and joint bookrunners, ABN Amro Incorporated as joint bookrunner and ABN Amro Bank N.V. as documentation agent.

Concurrently with the closing of the financing, the Crown Group completed a senior secured note issuance of US$1.1 billion of second priority senior secured notes, Euro 285 million of second priority senior secured notes, and US$725 million of third priority senior secured notes through Crown European Holdings SA, in favour of Salomon Smith Barney and Deutsche Bank Securities, as representatives of the initial purchasers.

The Crown Group was represented in Canada in respect of both the financing and notes issuance, by Miller Thomson LLP with a team that included Steven Wesfield (corporate), Nora Osbaldeston, Tom Tower and Robert Shipcott (lending), Jim Fraser (real estate), John Campbell (tax), Marjorie Simington (Alberta-lending and real estate) and Doug Han (tax). Additional legal counsel was provided to the Crown Group in Canada, by local counsel in Nova Scotia, Quebec and Manitoba. In the U.S., Dechert LLP in Philadelphia acted for the Crown Group.

The lenders, agents and initial purchasers under the notes issuance were represented in Canada, by Osler, Hoskin & Harcourt LLP with a team that included Stephen Sigurdson, Adrian Hartog, Nicole Cloutier, Kevin Scott and Katty Habib, and Cahill Gordon & Reindel in New York acted as lead U.S. counsel.

The Crown Group, the lenders, agents and investors were also represented by worldwide local counsel.