WESTMINSTER, Colo., Feb. 14,
2024 /PRNewswire/ -- Ball Corporation ("Ball") (NYSE:
BALL) announced today its offers to purchase for cash (i) any and
all of the $1,000,000,000 aggregate
principal amount of its outstanding 5.25% Senior Notes due 2025
(the "2025 Notes") and (ii) any and all of the $750,000,000 aggregate principal amount of its
outstanding 4.875% Senior Notes due 2026 (the "2026 Notes" and,
together with the 2025 Notes, the "Notes"). Such offers to purchase
are referred to collectively herein as the "Tender Offers" and
each, a "Tender Offer."
The following table summarizes the material pricing terms of the
Tender Offers:
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
U.S. Treasury
Reference
Security
|
Bloomberg
Reference
Page(1)
|
Fixed
Spread
(basis
points)
|
Early Tender
Premium
(per $1,000)(2)
|
Hypothetical
Total
Consideration(3)
|
5.25% Senior
Notes due 2025
|
058498AT3
|
$1,000,000,000
|
4.625% UST
due June 30,
2025
|
FIT4
|
50 bps
|
$30
|
$1,000.00
|
4.875% Senior
Notes due 2026
|
058498AV8
|
$750,000,000
|
4.625% UST
due March 15,
2026
|
FIT5
|
70 bps
|
$30
|
$992.09
|
_________________
(1)
|
The applicable page on
Bloomberg from which the Dealer Managers named below will quote the
bid side prices of the U.S. Treasury Reference Security. In the
above table, "UST" denotes a U.S. Treasury Security.
|
(2)
|
The Total Consideration
(as defined below) for Notes validly tendered prior to or at the
Early Tender Time (as defined below) and accepted for purchase is
calculated using the applicable fixed spread and is inclusive of
the applicable Early Tender Premium (as defined below).
|
(3)
|
Hypothetical Total
Consideration per $1,000 principal amount of Notes validly tendered
at or prior to the Early Tender Time and accepted for purchase,
based on the hypothetical applicable yield determined as of 10:00
a.m. New York City time on February 14, 2024; excludes Accrued
Interest (as defined below); and assumes an early settlement date
of February 29, 2024. The applicable yield used to determine actual
consideration is expected to be calculated on February 28, 2024.
See Schedule A of the Offer to Purchase (as defined below) for the
calculation formula for determining the Total Consideration (as
defined below). Notwithstanding the foregoing, with respect to
the 2025 Notes, the Total Consideration (as defined below) shall in
no case be less than 100% of the principal amount of the 2025 Notes
validly tendered and accepted for purchase.
|
The Tender Offers are being made upon the terms and subject to
conditions described in the Offer to Purchase, dated February 14, 2024 (as it may be amended or
supplemented from time to time, the "Offer to Purchase"), which
sets forth a detailed description of the Tender Offers.
Each Tender Offer will expire at 5:00
p.m., New York City Time, on March
14, 2024, unless such Tender Offer is extended or earlier
terminated (the "Expiration Time"). Holders of Notes must validly
tender and not validly withdraw their Notes prior to or at
5:00 p.m., New York City time, on February 28, 2024
(such time and date, as it may be extended with respect to a Tender
Offer, the "Early Tender Time"), and such holders' Notes must be
accepted for purchase, to be eligible to receive the applicable
Total Consideration (as defined below). If a holder validly tenders
Notes after the applicable Early Tender Time but prior to or at the
applicable Expiration Time, and such holder's Notes are accepted
for purchase, such holder will only be eligible to receive the
applicable Tender Offer Consideration (as defined below). Tendered
Notes may be withdrawn prior to or at, but not after, 5:00 p.m., New York City Time, on February 28, 2024 (such time and date, as it may
be extended with respect to a Tender Offer, the "Withdrawal
Deadline").
The total consideration for each $1,000 principal amount of the Notes validly
tendered (and not validly withdrawn) prior to the Early Tender Time
and accepted for purchase pursuant to each Tender Offer will be
calculated in the manner described in the Offer to Purchase by
reference to the applicable fixed spread for such Notes specified
in the table above plus the applicable yield based on the bid-side
price of the applicable U.S. Treasury Reference Security specified
in the table above at 10:00 a.m.,
New York City time, on
February 28, 2024 (excluding Accrued
Interest (as defined below) with respect to each series of Notes,
the "Total Consideration"); provided that, with respect to the
2025 Notes, the Total Consideration as described herein shall in no
case be less than 100% of the principal amount of the 2025 Notes
validly tendered and accepted for purchase. The Total
Consideration includes an applicable early tender premium per
$1,000 principal amount of Notes
accepted for purchase as set forth in the table above (with respect
to each series of Notes, the "Early Tender Premium"). Notes validly
tendered after the Early Tender Time but prior to the Expiration
Time and accepted for purchase will receive the Total Consideration
minus the Early Tender Premium (with respect to each series of
Notes, the "Tender Offer Consideration").
In addition to the Total Consideration or the Tender Offer
Consideration, as applicable, all holders of Notes accepted for
purchase will also receive accrued and unpaid interest on Notes
validly tendered and accepted for purchase from the applicable last
interest payment date up to, but excluding, the applicable
settlement date ("Accrued Interest").
The Total Consideration, Accrued Interest and the costs and
expenses of the Tender Offers are expected to be paid with funds
provided by the net cash proceeds from the closing of the
previously announced sale of Ball's aerospace business (the
"Disposition").
Each Tender Offer will expire at the applicable Expiration Time.
Except as set forth below, payment for the Notes that are validly
tendered prior to or at the Expiration Time and that are accepted
for purchase will be made on a date promptly following the
Expiration Time, which is currently anticipated to be March 15, 2024, the business day after the
Expiration Time. Ball reserves the right, in its sole discretion,
to make payment for Notes that are validly tendered prior to or at
the Early Tender Time and that are accepted for purchase on an
earlier settlement date, which, if applicable, is currently
anticipated to be February 29, 2024,
provided that the conditions to the satisfaction of the applicable
Tender Offer are satisfied. Ball is not obligated to conduct any
early settlement or have any early settlement occur on any
particular date.
Each Tender Offer is contingent upon the satisfaction of certain
conditions, including the completion of the Disposition on terms
satisfactory to Ball. If any of the conditions are not satisfied,
Ball is not obligated to accept for payment, or pay for, and may
delay the acceptance for payment of, any tendered Notes and may
even terminate one or both Tender Offers. Ball reserves the right
to amend, extend, terminate or waive any condition with respect to
one Tender Offer without taking a similar action with respect to
the other Tender Offer. Full details of the terms and conditions of
the Tender Offers are included in the Offer to Purchase.
Information Relating to the Tender Offers
The Offer to Purchase is being distributed to holders beginning
today. Requests for documents relating to the Tender Offers should
be directed to D.F. King & Co., Inc., the tender agent and
information agent, by telephone at +1 (866) 796-1271 (toll-free) or
by email at ball@dfking.com. BNP Paribas Securities Corp. and
Morgan Stanley & Co. LLC are serving as dealer managers in
connection with the Tender Offers. Investors with questions
regarding the terms and conditions of the Tender Offers may contact
the dealer managers as follows:
BNP Paribas Securities
Corp.
787 Seventh Avenue
New York, New York 10019
Attention: Liability Management Group
Email: dl.us.liability.management@us.bnpparibas.com
Call Collect: +1 (212)
841-3059
Call Toll Free: +1 (888) 210-4358
|
Morgan Stanley &
Co. LLC
1585 Broadway, 6th Floor
New York, New York 10036
Attention: Liability Management Group
Email: debt_advisory@morganstanley.com
Call Collect: +1 (212) 761-1057
Call Toll Free: +1 (800) 624-1808
|
This press release is for informational purposes only and does
not constitute an offer to sell or purchase, or a solicitation of
an offer to sell or purchase, or the solicitation of tenders with
respect to, the Notes. No offer, solicitation, purchase or sale
will be made in any jurisdiction in which such an offer,
solicitation or sale would be unlawful. Each Tender Offer is being
made solely pursuant to the Offer to Purchase made available to
holders of the Notes. None of Ball or its affiliates, their
respective boards of directors, the dealer managers, the tender
agent and information agent or the trustee with respect to any
series of Notes is making any recommendation as to whether or not
holders should tender or refrain from tendering all or any portion
of their Notes in response to each Tender Offer. Holders are urged
to evaluate carefully all information in the Offer to Purchase,
consult their own investment and tax advisors and make their own
decisions whether to tender Notes in each Tender Offer, and, if so,
the principal amount of Notes to tender.
About Ball Corporation
Ball Corporation supplies innovative, sustainable aluminum
packaging solutions for beverage, personal care and household
products customers, as well as aerospace and other technologies and
services primarily for the U.S. government. Ball Corporation and
its subsidiaries employ 21,000 people worldwide and reported 2023
net sales of $14.03 billion.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains "forward-looking" statements concerning
future events and financial performance. Words such as "expects,"
"anticipates," "estimates," "believes," and similar expressions
typically identify forward looking statements, which are generally
any statements other than statements of historical fact. Such
statements are based on current expectations or views of the future
and are subject to risks and uncertainties, which could cause
actual results or events to differ materially from those expressed
or implied. You should therefore not place undue reliance upon any
forward-looking statements, and they should be read in conjunction
with, and qualified in their entirety by, the cautionary statements
referenced below. Ball undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. Key factors, risks and
uncertainties that could cause actual outcomes and results to be
different are summarized in filings with the Securities and
Exchange Commission, including Exhibit 99 in Ball's Form 10-K,
which are available on Ball's website and at www.sec.gov.
Additional factors that might affect: a) Ball's packaging segments
include product capacity, supply, and demand constraints and
fluctuations and changes in consumption patterns; availability/cost
of raw materials, equipment, and logistics; competitive packaging,
pricing and substitution; changes in climate and weather and
related events such as drought, wildfires, storms, hurricanes,
tornadoes and floods; footprint adjustments and other manufacturing
changes, including the startup of new facilities and lines; failure
to achieve synergies, productivity improvements or cost reductions;
unfavorable mandatory deposit or packaging laws; customer and
supplier consolidation; power and supply chain interruptions;
changes in major customer or supplier contracts or loss of a major
customer or supplier; inability to pass through increased costs;
war, political instability and sanctions, including relating to the
situation in Russia and
Ukraine and its impact on Ball's
supply chain and its ability to operate in Europe, the Middle
East and Africa regions
generally; changes in foreign exchange or tax rates; and tariffs,
trade actions, or other governmental actions, including business
restrictions and orders affecting goods produced by Ball or in its
supply chain, including imported raw materials; b) Ball's aerospace
segment include funding, authorization, availability and returns of
government and commercial contracts; and delays, extensions and
technical uncertainties affecting segment contracts; failure to
obtain, or delays in obtaining, required regulatory approvals or
clearances for the Disposition; any failure by the parties to
satisfy any of the other conditions to the Disposition; the
possibility that the Disposition is ultimately not consummated;
potential adverse effects of the announcement or results of the
Disposition on the ability to develop and maintain relationships
with personnel and customers, suppliers and others with whom it
does business or otherwise on the business, financial condition,
results of operations and financial performance; risks related to
diversion of management's attention from ongoing business
operations due to the Disposition; the impact of the Disposition on
the ability to retain and hire key personnel; and c) Ball as a
whole include those listed above plus: the extent to which
sustainability-related opportunities arise and can be capitalized
upon; changes in senior management, succession, and the ability to
attract and retain skilled labor; regulatory actions or issues
including those related to tax, environmental, social and
governance reporting, competition, environmental, health and
workplace safety, including U.S. Federal Drug Administration and
other actions or public concerns affecting products filled in
Ball's containers, or chemicals or substances used in raw materials
or in the manufacturing process; technological developments and
innovations; the ability to manage cyber threats; litigation;
strikes; disease; pandemic; labor cost changes; inflation; rates of
return on assets of Ball's defined benefit retirement plans;
pension changes; uncertainties surrounding geopolitical events and
governmental policies, including policies, orders, and actions
related to COVID-19; reduced cash flow; interest rates affecting
Ball's debt; successful or unsuccessful joint ventures,
acquisitions and divestitures, and their effects on Ball's
operating results and business generally; and potential adverse
effects of the announcement or results of the Disposition on the
market price of Ball Corporation's common stock.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/ball-corporation-announces-cash-tender-offers-for-certain-outstanding-debt-securities-302062254.html
SOURCE Ball Corporation