Current Report Filing (8-k)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

November 25, 2022

(Date of earliest event reported)

 

	BALL CORPORATION
	(Exact name of Registrant as specified in its charter)

 

Indiana		001-07349		35-0160610
(State or other jurisdiction		(Commission		(IRS Employer
of Incorporation)		File No.)		Identification No.)

 

9200 W. 108th Circle, P.O. Box 5000, Westminster, CO 80021-2510

(Address of principal executive offices, including ZIP Code)

 

[phone]

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Common Stock, without par value	BALL	NYSE

 

 

 

 

 

Item 1.01. Entry Into a Material Definitive Agreement.

 

On November 25, 2022, Ball Corporation, an Indiana corporation (the “Company”) completed the Company’s previously announced underwritten public offering of $750,000,000 aggregate principal amount of 6.875% Senior Notes due 2028 (the “Notes”). The Notes were issued under an Indenture, dated November 27, 2015 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by a Fifteenth Supplemental Indenture, dated November 25, 2022, among the Company, the subsidiary guarantors party thereto and the Trustee with respect to the Notes (the “Fifteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Indenture and the form of the Notes, which is attached as an exhibit to the Fifteenth Supplemental Indenture, provide, among other things, that the Notes are senior unsecured obligations of the Company.

 

Interest is payable on the Notes on January 1 and July 1 of each year beginning on January 1, 2023. The Notes will mature on March 15, 2028.

 

The Company may redeem the Notes at any time in whole, or from time to time in part, prior to November 15, 2024, at its option at the “make-whole” redemption price, as described in the Indenture. The Company may also redeem the Notes at any time in whole, or from time to time in part, on or after November 15 of the relevant year listed as follows (expressed as percentages of the principal amount of the Notes being redeemed): 2024 at a redemption price of 103.438%; 2025 at a redemption price of 101.719%; and 2026 and thereafter at a redemption price of 100.000%.

 

At any time prior to November 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the Notes with an amount not to exceed the proceeds of one or more equity offerings of the Company’s capital stock at a redemption price of 106.875% of the principal amount of the Notes being redeemed.  In each of the above cases, the Company will also pay any accrued and unpaid interest to, but excluding, the applicable redemption date.

 

The Company’s payment obligations under the Notes are fully and unconditionally guaranteed on an unsecured senior basis by substantially all of its existing domestic subsidiaries and will be guaranteed by all of its future domestic subsidiaries that are guarantors of its other indebtedness, subject to certain exclusions. The Notes are not guaranteed by any of the Company’s foreign subsidiaries.

 

Subject to certain limitations, in the event of a change of control repurchase event, the Company will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. The Indenture also contains certain limitations on the Company’s ability to incur liens and enter into sale lease-back transactions, as well as customary events of default.

 

A copy of the Base Indenture is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K, and a copy of the Fifteenth Supplemental Indenture is attached hereto as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Indenture, the Fifteenth Supplemental Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to such Exhibits.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
4.1		Indenture, dated as of November 27, 2015, by and between Ball Corporation and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.7 to Ball Corporation’s Registration Statement on Form S-3, dated November 27, 2015)
4.2		Fifteenth Supplemental Indenture, dated November 25, 2022, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas
4.3		Form of Ball Corporation’s 6.875% Senior Notes due 2028 (included in Exhibit 4.2 hereto)
5.1		Opinion of Charles E. Baker
5.2		Opinion of Todd A. Mikesell
5.3		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1		Consent of Charles E. Baker (included in Exhibit 5.1)
23.2		Consent of Todd A. Mikesell (included in Exhibit 5.2)
23.3		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.3)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	BALL CORPORATION (Registrant)
	By:	/s/ Charles E. Baker
		Name:	Charles E. Baker
		Title:	Vice President, General Counsel and Corporate Secretary

 

Date: November 25, 2022

 

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