Item 1.01 | Entry into a Material Definitive Agreement. |
On June 28, 2022, Ball Corporation, an Indiana corporation (“Ball”), entered into a Fifth Amendment to Credit Agreement (the “Fifth Amendment”), among Ball, as a borrower and guarantor, certain subsidiaries of Ball party thereto as borrowers, certain subsidiaries of Ball party thereto as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent, the lenders party thereto, and the initial facing agents party thereto, which amends Ball’s existing stock secured Credit Agreement, dated as of March 18, 2016 (as amended, including by the Fifth Amendment, the “Amended Credit Agreement”), among Ball, as a borrower and guarantor, certain subsidiaries of Ball party thereto as borrowers, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent, the lenders party thereto, and the initial facing agents party thereto, by, among other things, (i) extending the maturity of each facility from March 25, 2024 to June 28, 2027, and (ii) refinancing the existing term loan A and revolving facilities thereunder with (x) a term loan A facility available to Ball in an aggregate principal amount of $1,350,000,000, (y) a U.S. dollar revolving credit facility available to Ball and certain of its domestic subsidiaries in an aggregate principal amount of $1,250,000,000, and (z) a multi-currency revolving credit facility available to Ball and certain of its subsidiaries in an aggregate principal amount of $500,000,000.
Borrowings in U.S. dollars shall bear interest based on a term secured overnight financing rate (“SOFR”) plus a credit spread adjustment of 0.10% or a base rate, in each case plus a margin as described below. Borrowings in Pounds sterling shall bear interest based on a daily sterling overnight index average rate (“SONIA”) plus a credit spread adjustment of 0.10% plus a margin as described below. Borrowings in Euros shall bear interest based on the EURIBOR rate plus a margin as described below. The margin for each of the foregoing rates other than the base rate shall range from 1.00% to 1.50% based on the net leverage ratio (as defined in the Amended Credit Agreement) of Ball, with interest periods, in the case of SOFR or EURIBOR borrowings, at Ball’s option of 1, 3 or 6 months or, subject to certain conditions, 12 months or any period less than one month. The margin for base rate borrowings shall range from 0.00% to 0.50% based on the net leverage ratio of Ball. However, prior to the delivery of Ball’s quarterly financial statements for the fiscal quarter ending June 30, 2022, such margin shall be 1.25 percent for SOFR, SONIA and EURIBOR borrowings and 0.25 percent for base rate borrowings.
Outstanding term loans under the term loan A facility are payable in equal installments of $0 on the last business day of each of the first four full fiscal quarters occurring after June 28, 2022 commencing with the fiscal quarter ending September 30, 2022; and subsequently in equal installments of $8,437,500 on the last business day of each of the following full fiscal quarters commencing with the fiscal quarter ending September 30, 2023, ending with (and including) the fiscal quarter ending June 30, 2025; and subsequently in equal installments of $16,875,000 on the last business day of each of the following full fiscal quarters commencing with the fiscal quarter ending September 30, 2025, ending with (and including) the fiscal quarter ending immediately prior to the maturity date, with the balance due on the maturity date.
The Amended Credit Agreement contains customary representations and warranties, events of default and covenants for a transaction of this type, including, among other things, covenants that restrict the ability of Ball and its subsidiaries to incur certain additional indebtedness, create or prevent certain liens on assets, engage in certain mergers or consolidations, engage in asset dispositions, declare or pay dividends and make equity redemptions or restrict the ability of its subsidiaries to do so, make loans and investments, enter into transactions with affiliates, enter into sale-leaseback transactions or make voluntary payments, amendments or modifications to subordinate or junior indebtedness. The Amended Credit Agreement also requires Ball to maintain a net leverage ratio of (i) no greater than 5.00 to 1.00 for any period of four consecutive fiscal quarters of Ball for which financial statements have been delivered ending on or prior to June 30, 2025 or (ii) no greater than 4.50 to 1.00 for any period of four consecutive fiscal quarters of Ball for which financial statements have been delivered ending on or after September 30, 2025. The maximum permitted net leverage ratio increases by 0.50 upon the consummation of certain permitted acquisitions for the four fiscal quarter period commencing with the fiscal quarter in which such acquisition occurs.
Commitments and loans outstanding under the Amended Credit Agreement may be voluntarily reduced or prepaid without premium or penalty other than payment of customary breakage costs. Loans outstanding under the term loan facility will be subject to mandatory prepayment by the net cash proceeds of asset dispositions or casualty or condemnation events with respect to assets of Ball and its subsidiaries, except for certain specified exceptions and subject to specified thresholds, in each case to the extent not reinvested in accordance with the terms of the Amended Credit Agreement.